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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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As previously disclosed
in a current report on Form 8-K filed with the SEC on November 7, 2016, the Revised Third Amended Joint Plan of Reorganization
of Life Partners Holdings, Inc., et al, pursuant to Chapter 11 of the Bankruptcy Code (the “
Plan
”) was
confirmed by order of the United States Bankruptcy Court for the Northern District of Texas (the “
Bankruptcy Court
”)
entered on November 1, 2016 (the “
Confirmation Order
”). A copy of the Plan is attached hereto as Exhibit
2.1 and a copy of the Confirmation Order is attached hereto as Exhibit 99.1.
All conditions precedent
to the Plan were satisfied or waived as set forth in Sections 15.02 and 15.04 of the Plan on December 9, 2016 (the “
Effective
Date
”). Notice of the Effective Date was filed with the Bankruptcy Court on December 9, 2016 and is attached hereto
as Exhibit 99.2.
On the Effective Date,
substantially all assets of Life Partners Holdings, Inc., a Texas corporation (the “
Company
”) and its
subsidiaries, Life Partners, Inc., a Texas corporation (“
LPI
”), and LPI Financial Services, Inc., a Texas
corporation (“
LPIFS
,” and, together with LPI and the Company, the “
Debtors
”),
were Distributed and contributed to Life Partners Position Holder Trust (the “
Position Holder Trust
”)
and Life Partners Creditors’ Trust (the “
Creditors’ Trust
”), respectively, in accordance
with Section 4.09 of the Plan. On the Effective Date, the issued and outstanding stock of the Debtors was cancelled and new stock
in each of the Debtors was issued to the Position Holder Trust.
Financial information
as to the assets and liabilities of the Debtors, as of October 30, 2016, is set forth on the Monthly Operating Reports of the Debtors
filed with the Bankruptcy Court on November 21, 2016 and also filed as Exhibits 99.1, 99.2 and 99.3 to the current report on Form
8-K filed by LPHI on November 21, 2016 and is incorporated herein by reference.
The Monthly Operating
Reports are filed to comply with requirements under the Bankruptcy Code and not to satisfy any other financial reporting requirements.
The numbers included in the Monthly Operating Reports are based on the books and records prior to implementation of the confirmed
Plan, and have not been adjusted to reflect the transactions consummated in accordance with the Plan.
This summary of the
disposition of assets pursuant to the Plan, as confirmed by the Bankruptcy Court pursuant to the Confirmation Order, is qualified
in its entirety by reference to the full text of the Plan, the Confirmation Order, which are attached hereto as Exhibits 2.1 and
99.1, respectively, and are incorporated by reference herein, and the Disclosure Statement for Third Amended Joint Plan of Reorganization
of Life Partners Holdings, Inc., et al, Pursuant to Chapter 11 of the Bankruptcy Code filed with the Bankruptcy Court on June 22,
2016, Docket No. 2500 (the “
Disclosure Statement
”). Capitalized terms used but not defined in this Current
Report on Form 8-K have the meanings set forth in the Plan.