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SALE OF GROSVENOR PARK HEALTH CTR LLC COMMONWEALTH OF MASSACHUSETTS approved,and must be filed with the Court by no later than 4:00 p.m.(prevailing Eastern Time)on Tuesday,October 30,2018(the"Objection Deadline'),and a copy served so as to be ESSEX,ss. SUPERIOR COURT DEPARTMENT received by the Objection Deadline by the following parties: Civil Action No. 1877CVO1045D (a) attorneys for the Receiver,John T.Morrier,Esq.,Casner&Edwards,LLP,303 Congress Street,Boston,MA 02210(morrier@casneredwards.com); OXFORD FINANCE LLC. ) (b) attorneys for Oxford,Steven M.Cowley,Esq.,Duane Morris LLP.100 High Street,Suite 2400,Boston,MA 02110(SMCowley@duanemorris.com). Plaintiff, ) Objections must be in writing and must provide specific grounds for the objection to the Sale V. ) Motion. 7 LORING HILLS AVENUE LLC and ) PLEASE TAKE FURTHER NOTICE THAT a hearing on the Sale Motion will be GROSVENOR PARK HEALTH CENTER LLC. ) held before the Honorable Jeffrey Karp,Massachusetts Superior Court Judge,in the Essex Superior Court,Courtroom No.3(2"Floor),43 Appleton Way,Lawrence,Massachusetts,on Defendants. ) Wednesday,October 31,2018 at 2:00 p.m.(prevailing Eastern Time)to consider approval of the Sale Motion and the proposed sale of the Assets to Monarch,and any timely-filed objections to the Sale Motion. NOTICE OF PROPOSED SALE OF DEFENDANTS' REAL PROPERTY AND RELATED OPERATING ASSETS PLEASE TAKE FURTHER NOTICE THAT a copy of the Sale Motion has been served with this Notice. Any interested party requesting a copy of the APA or any additional To Creditors and Other Parties in Interest: information with respect to the proposed sale of the Assets,may contact counsel to the Receiver, John T.Morrier,Esq.,Casner&Edwards,LLP,303 Congress Street,Boston,MA 02210 PLEASE TAKE NOTICE that,pursuant to the Receiver's Assented-to Motion for Entry (morrier@casneredwards.com). of Order Approving Sale ofDefendantr'Real Property and Related Operating Assets filed on September 27,2018[Doc.No.11)(the"Sale Motion'),KCP Advisory Group,LLC(the Dated:October 24,2018 KCP ADVISORY GROUP,LLC,as Receiver for "Receiver'),the Court-appointed receiver of defendants 7 Loring Hills Avenue LLC("Loring") 7 Loring Hills Avenue LLC and and Grosvenor Park Health Center LLC("Grosvenor"and,together with Loring,"Sellers'),has Grosvenor Park Health Center LLC sought the Court's approval of the sale of Loring's real property and Grosvenor's operating assets(collectively,the"Assets')to PGC Monarch LLC("Monarch'). The proposed sale of the Assets is to be effected through the closing of the transaction contemplated by the Asset By its attorneys, Purchase Agreement(s)between Sellers and Monarch to be filed with the Court(the"AEA"). In accordance with the Sale Motion,the APA,and applicable Massachusetts law,the AIA.Davis Whitercll Assets will be sold free and clear of liens,claims,and taxes,of any kind or nature whatsoever, John T.Morrier,BBO#628624 with all such liens,claims and taxes to attach with equal effect and priority to the proceeds of A.Davis Whitesell,BBO#551462 sale. The Assets are subject to the perfected,first priority security interest of plaintiff Oxford Casner&Edwards,LLP Finance LLC("Oxford").Oxford assents to the proposed sale of the Assets and to the relief 303 Congress Street sought by the Sale Motion. Because Oxford is owed more than the consideration to be paid by Boston,MA 02210 Monarch for the Assets,there will be no sale proceeds available for distribution to creditors (617)426-5900 holding pre-receivership claims against Sellers. Sale proceeds will be utilized to pay the expense morrier@casneredwards.com of the receivership proceeding itself,including the fees of the Receiver and its attorneys. whitesell@casneredwards.com ANY OBJECTIONS TO THE SALE MOTION must be stated in writing and must state with particularity the grounds for the objection and why the sale of the Assets should not be 2 6132239805 11014 11655 1.69 ��' ✓� CASNER&EDWARDS,LLP A.DAVIS WHITESELL 303 CONGRESS ST BOSTON,MA 02210 _ SALEM BUILDING DEPT 120 WASHINGTON ST 3RD FLOOR SALEM MA 01970 7 6132239805-1877CV01045D- PLEASE TAKE NOTICE: THE FOLLOWING DOCUMENTS BEGIN AFTER THIS PAGE Notice of Proposed Sale of Defendants' Real Property and Related Operating Assets Receiver's Assented-To Motion for Order Approving Sale of Defendants' Real Property and Related Operating Assets ro COMMONWEALTH OF MASSACHUSETTS tangible and intangible personal property owned by Grosvenor and utilized by Grosvenor to ESSEX,ss. SUPERIOR COURT DEPARTMENT operate the Grosvenor SNF(the"Grosvenor Operating Assets"). The proposed sale of the Civil Action No.1977CVOI045 Grosvenor Assets is to be effected through the closing of the transaction contemplated by an Asset Purchase Agreement between Sellers and Monarch that is substantially completed and that OXFORD FINANCE LLC, ) will be filed with the Court once finalized(the"APA"). By this Motion,the Receiver seeks Plaintiff, ) entry of the proposed order attached as Exhibit A(the"Sale Order"),which Sale Order(i) v. ) authorizes the Receiver on behalf of Sellers to enter into and to close the sate under the APA,(ii) 7 LORING HILLS AVENUE LLC and ) GROSVENOR PARK HEALTH CENTER LLC, ) approves the APA,and(iii)authorizes the sale of the Grosvenor Assets pursuant to the APA free Defendants. ) and clear of all liens,claims,and taxes. By this Motion,the Receiver also seeks authority,in the event Monarch fails to close RECEIVER'S ASSENTED-TO MOTION FOR ORDER APPROVING SALE OF DEFENDANTS' under the APA,to consummate the proposed sale of the Grosvenor Assets to Oxford(or its REAL PROPERTY AND RELATED OPERATING ASSETS designee),which submitted a credit bid at the auction for the Grosvenor Assets and whose credit KCP Advisory Group,LLC(the"Receiver'),the Cour-appointed receiver of defendants bid was selected as the back-up bid.The proposed Sale Order provides for this contingency. 7 Loring Bills Avenue LLC("Loring")and Grosvenor Park Health Center LLC("Grosvenor" The proposed sale of the Grosvenor Assets is the culmination of a sale process involving and, together with Loring, "Sellers"), with the assent of plaintiff Oxford Finance LLC both the Grosvenor SNF and an affiliated skilled nursing facility(the"Woodbriar SNF"),also ("Oxford"),hereby moves this Court pursuant to this Court's order dated July 30,2018(Doc. under the control of the Receiver,located at 90 West Street,Wilmington,Massachusens(the No.9)(the"Receivership Order')and M.G.L.ch.200,§9,for the entry of an order approving "Woodbriar Property')and at which Wcodbriar Health Center LLC("Wo briar')conducts the sale of Loring's and Grosvenor's assets that constitute Oxford's collateral(the"Grosvenor business operations under the Receiver's supervision and control. That sale process,described Asses',free and clear of all liens,claims,and taxes,to PCG Monarch LLC or its designee Wow,(i)was intended to coordinate the sale efforts of various legal entities under the ("Monarch'),determined by the Receiver to have made the highest and best bid to acquire the jurisdiction of several different courts,(ii)mflmted prospective purchasers'interest in acquiring Grosvenor Assets at the August 28,2018 auction conducted pursuant to the Receivership Order. both the Grosvenor SNF and the WDWbriar SNF together,rather than merely one or the other, The Grosvenor Assets include(i)the improved real property owned by Loring located at 7 and(iii)was formulated to maximize the value obtained,and the recovery to Oxford,from the Loring Hills Avenue,Salem,Massachusetts(the"Grosvenor Property")and leased to Grosvenor sale of the two SNFs as going concerns. and at which Grosvenor operates a skilled nursing facility(the"Grosvenor SNF'),and(ii)the 2 In further support of this Motion and this Court's approval of the proposed sale of the reports to the Woodbriar Receivership Court detailing the operational and financial status of the Grosvenor Assets,the Receiver states as follows: Woodbriar SNF and recommending an orderly auction and sale of the Woodbriar SNF assets to Backeround an experienced operator that could manage an ownership transition with minimal disruption to Oxford is the secured lender to each of Loring and Grosvenor,whose obligations to facility residents and their nursing care. Oxford are joint and several,and cross-collateralized by the Grosvenor Property and the During the pendency of the Woodbriar Receivership Action,one of the defendants in that Grosvenor Operating Assets. Oxford asserts that,as of September 11,2018,Grosvenor and 7 action,90 West Street LLC('90 We 1,the owner of the Woodbriar Property,filed a Chapter Loring owe Oxford not less than $17,205,888.99, including principal in the amount of I I bankruptcy case in federal bankruptcy court in Nm York(the"Bankruptcy Court"). As a $15,065,989.02,interest accrued through September 10,2018 in the amount of$1,773,791.58,an result of that bankruptcy filing,90 West and the Woodbriar Property became subject to the exit fee of 5247,500.00,and additional charges including attorneys' fees incurred through jurisdiction of the Bankruptcy Court,divesting the Woodbriar Receivership Court and the August 31,2018 in the amount of$118,608.39. Interest and other charges continue to accrue, Receiver ofjurisdiclion of and control over the Woodbriar Property. and Oxford holds a first priority mortgage and security interest in and against the Grosvenor Sale Process Assets to secure the payment of the indebtedness owed to it by Loring and Grosvenor. Because Woodbriar,the Receiver.Oxford,and 90 West all acknowledged that the likely On July 17,2018,after each of Loring and Grosvenor defaulted in its obligations to optimal disposition of Oxford's Woodbriar collateral would involve a sale of the Woodbriar Oxford.Oxford filed with this Court its Verfed Complaint and Request for Appointment of Property and the Woodbriar Operating Assets in a combined sale that would permit the acquirer Receiver and related Emergency Motion to Appoint a Receiver,seeking,infer glia,to appoint a to maintain going concern operation of the Woodbriar SNF,those parties negotiated toward a receiver for the Grosvenor Assets. After a hearing conducted on July 25,2018,and with the consensual sale process intended to promote that result. Those negotiations,conducted through assent of both Loring and Grosvenor,this Court on July 30,2018 entered the Receivership the spring and summer of 2018,led to agreed sale procedures that were submitted to,and Order,and appointed the Receiver as receiver of each of Loring and Grosvenor and their approved by,each of the Woodbriar Receivership Court(with respect to the Woodbriar respective assets,including without limitation the Grosvenor Assets. Operating Assets)and the Bankruptcy Court(with respect to the Woodbriar Property)(together, Prior to its appointment as Receiver in this case,KCP Advisory Group,LLC had in the`Sale Procedures'.In brief,the Sale Procedures authorized the marketing of the Woodbriar November 2017 been appointed as receiver for Woodbriar by order of the Superior Court in Property and the Woodbriar Operating Assets by a recognized broker of skilled nursing facilities which the Woodbriar Receivership Action is pending(the"Woodbriar Receivership Court'). and established guidelines for the solicitation and submission of qualified bids to acquire the Since its November 2017 appointment as receiver for Woodbrier,the Receiver has filed several Woodbriar Property and/or the Woodbriar Operating Assets,with an auction to be conducted 3 4 involving qualified bidders.The sale of the Woodbriar Property would be subject to Bankruptcy Oxford was selected as the back-up bidder eligible to acquire these assets in the event that Court oversight and approval,while the sale of the Woodbriar Operating Assets would be subject Monarch failed to close under the various definitive asset purchase agreements(including the to Woodbriar Receivership Court oversight and approval. APA for the Grosvenor Assets). Prospective purchasers of the Woodbriar Property and the Woodbriar Operating Assets The Bankruptcy Court has approved the sale of the Woodbriar Property to Oxford or its indicated their interest and intent to acquire such assets to maintain ongoing operation of the designee pursuant to Oxford's back-up credit bid,and Oxford intends to designate Monarch or a Woodbriar SNF. In addition,they indicated that they were interested in also acquiring the related entity or nominee(henceforth,for simplicity,"Monarch")to close the purchase of the Grosvenor Assets to maintain ongoing operation of the Grosvenor SNF,that they would prefer to Woodbriar Property. The proposed sale of the Woodbriar Operating Assets is subject to acquire both SNFs rather than just one or the other,and that they valued each SNF more highly if approval of the Woodbriar Receivership Court,which approval the Receiver is in the process of they could acquire both. in response to these indications,the Receiver,with Oxford's consent, obtaining. By this Motion,the Receiver seeks approval of the sale of the Grosvenor Assets to marketed the sale of the Grosvenor Assets through the same broker that was marketing the Monarch(or to Oxford pursuant to its back-up credit bid should Monarch fail to close). Woodbriar Property and the Woodbriar Operating Assets. To that end,the proposed sale of the Proposed Sale of the Grosvenor Assets Grosvenor Assets has been conducted in accordance with the Sale Procedures. The Receiver The proposed sale of the Grosvenor Assets to Monarch(the"Proposed Sale')is believes that the Sale Procedures have promoted the solicitation and submission of prospective embodied in,and is to be effected through the closing o:the transactions contemplated by,the purchasers-highest and best offers to acquire the Grosvenor Assets. APA.' The principal terms of the APA include: On August 28,2018,in accordance with the Sale Procedures,the Receiver and 90 West • Assets Beine Sold jointly conducted an auction to solicit bids to acquire each of the Woodbriar Property,the The Grosvenor Assets to be sold include the Grosvenor Property,and the Grosvenor Operating Assets,which include substantially all of Grosvenor's personal property used to Woodbriar Operating Assets,and the Grosvenor Assets(the" uction").Three prospective operate the Grosvenor SNF,aside from Grosvenor's cash on hand,restricted fonds,and other assets identified as"Excluded Assets"under the APA.The Grosvenor Operating Assets include purchasers attended the Auction and submitted bids:(i)Oxford,on account of its secured lender Grosvenor's third-party payor provider numbers and contracts and are expected to include many of Grosvenor's significant contracts for goods and services used in the operation of the credit bid rights,(ii)Monarch,and(iii)A&L Holdings LLC,an entity controlled by(or Grosvenor SNF,such assumed contracts to be specified by Monarch in accordance with the APA (the"Assumed Contraets'. otherwise affiliated with)certain owners of equity interests in each of Woodbriar,90 West. • Consideration:Assumed Liabilities Loring,and Grosvenor and which had submitted a stalking horse bid for the Woodbriar Property. Monarch has agreed to pay S31 million for the Grosvenor Assets and the Woodbriar The Auction concluded with Monarch having been selected by the Receiver and Oxford Assets,with the purchase price to be allocated among such assets as provided by the APA and the related asset purchase agreements for the Woodbriar Property and the Woodbriar Operating as the winning bidder to acquire the Woodbriar Assets and the Grosvenor Assets. in addition, Assets.The$31 million purchase price will be paid to Oxford on account of its claims secured As noted,the APA is close to completion and will be filed with the Coon once finalised. 5 a by such assets.From these sale proceeds,Oxford will pay the Receiver an amount sufficient to Miscellaneous Provisions pay the costs of the Receiver's fees and expenses incurred as receiver of Grosvenor and Loring and the Grosvenor Assets(such payment obligation,the"Orford Commitment').In addition to The APA contains other terns and conditions customary to an asset sale of the nature the allocated portion of the 831 million to be paid for the Grosvenor Assets,Monarch will involved.For a thorough review and understanding of such terms and conditions,and for greater assume certain of Grosvenor's liabilities,including all obligations to Grosvenor's employees detail of the specific terms and conditions summarized above,it is recommended that one review who accept employment with Monarch,all of Grosvenor's liabilities under its third-party payor the APA itself,a copy of which will(once finalized)be filed with the Court and may be obtained provider numbers and contracts,all of Crmsvenor's liabilities associated with the purchased from the Receiver's counsel. Grosvenor Assets that arise on or after closing of the sale,and all of Gmwenor's obligations under the Assumed Contracts. Because the consideration to be paid by Monarch for the Grosvenor Assets is less than • Sale Free and Clear the amount of Sellers'indebtedness to Oxford that is secured by Oxford's security interest in the The Proposed Sale of the Grosvenor Assets will be free and clear of all liens,claims,and Grosvenor Assets,all cash consideration payable under the APA will be paid to Oxford on taxes,of my kind or nature whatsoever,including without limitation all consensual liens and security interests and all liens or claims arising by operation of law,except for those permitted account of its secured claim(subject to the Oxford Commitment to be paid to the Receiver to exceptions specified in the APA. cover the costs of the receivership initiated by Oxford).Because all of the Grosvenor Assets are • Rermlatory Approval subject to Oxford's security interest and there are no unencumbered assets that will be sold to The Proposed Sale of the Grosvenor Assets is subject to Monarch's acquisition of a license to operate the Grosvenor SNF,to be obtained from the Massachusetts Department of Monarch,there will be no sale proceeds free of Oxford's security interest that could be made Public Health(" ass. H").The APA contemplates that such approval will be obtained by December 2018. available to pay claims of unsecured creditors.Consequently,there will be no distribution on • Contineencim to Closine account ol'Scllers'pre-receivership obligations and liabilities. The APA contains a number of conditions to closing that if not satisfied would permit Authority of Court to Annruve Sale either the Receiver(on behalf of Loring and Grosvenor)or Monarch to terminate the agreement. From the Receiver's perspective,Monarch's conditions to closing have been narrowly tailored to This Court has the inherent power to grant a receiver the authority to conduct a sale of ensure as much certainty of closing as possible.Nevertheless,there arc several material conditions that must be satisfied before Monarch can be required to close the Proposed Sale, property in the hand of the receives Plainer v.Houghton&Dutton Co.,277 Mass.209,220 including,without limitation,(i)this Court's approval of the Proposed Sale,(ii)Mass.DPH issuance of a license to Monarch to operate the Grosvenor SNF,(iii)the lack of any material (1931);we also M.G.L.c.214,§1("[(]he supreme judicial and superior courts shall have breach of certain fundamental representations and warranties of Grosvenor and Loring,(iv)the lack of any events or circumstances that would have a material adverse effect on the operation of original and concurrent jurisdiction of all cases and matters of equity cognizable under the the Grosvenor SNF and its perceived value to Monarch,other than as a result of matters applicable to the health care industry as a whole,and as more particularly described in the APA, general principles of equity jurisprudence...7;Mass.R.Civ.P.66(governing receivers);Mass. (v)the Bankruptcy Count shall have approved the sale of the Property to Monarch(or to Oxford or its designee,and Oxford to have designated Monarch),(vi)the Woodbriar Receivership Court Super.Ct.R.51(same);see also Judge Rolenberg Fd.Cir.v.Dept ojMental Retardation,424 shall have approved the sale of Woodbriar s operating assets to Monarch(or to Oxford as back- up bidder),and(vii)the sales ofthe Woodbriar Property and the Woodbriar Operating Asses Mass.430,463(1997)("tour with equity jurisdiction has broad and flexible powers to fashion must be ready to be closed substantially contemporarueously with the closing of the Proposed Sale. remedies"including receivership);New England Theatres v.Olympia Theatres,287 Mass.485, 491(Mass.1934)(Superior Court has jurisdiction as a branch of is general chancery[equity] 7 a powers to appoint receivers of a domestic corporation for the conservation of its assets and other and the Bankruptcy Court—has been conducted,and a winning bidder to acquire the Grosvenor appropriate purposes"). Assets has been identified. The proposed sale of the Grosvenor Assets to Monarch has the "The chief object of a receivership is to conserve the property of a debtor for the benefit consent of Oxford,which holds a blanket lien against the Grosvenor Assets. Under the of the creditors and other persons interested,and to bring judicial custody to an end at the earliest circumstances presented,the Receiver submits that the proposed sale of the Grosvenor Assets to moment consistent with the welfare of those concerned." Plumer,277 Mass.at 220. The Monarch is in the best interests of all creditors and other parties in interests and should be approval of the sale of receivership assets may be effected free and clear of liens,claims,and approved. taxes,with any and all such liens,claims and taxes to attach to the sale proceeds. DWC Request for Hearing Associates,LLC v.Colomba,2005 WL 3489714(Sup.Cf.Oct.21,2005)(receivership sale order The Receiver requests that this Court schedule a prompt hearing on this Motion,and has authorized receiver to sell property free and clear of liens,claims,encumbrances,and other concurrently herewith tiled a motion seeking such relief. Prompt consideration of this Motion interests and constituted an injunction against the prosecution of any claims against buyer will enhance the prospect that all interrelated asset sales described above will be considered and relating to the purchased properly);Rauseo v.Intercontinental)Bulf:nch,LLC,61 Mass.App. approved in temporal proximity and thereby promote the prompt and efficient closing of all such Cf. 1120(Aug.9.2004)(receivership sale order providing for sale of assets"free and clear of all sales. liens,claims,and encumbrances"was enforced to affirm dismissal of claim asserted against WHEREFORE,the Receiver.with the assent of Oxford, respectfully requests that this purchaser of assets by broker owed a broker's fee by the receivership entity whose assets were Court,through its entry of the proposed order attached as Exhibit A: (i)grant this Motion;(ii) sold). approve the Proposed Sale of the Grosvenor Assets to Monarch,free and clear of all liens, The record of this receivership proceeding amply demonstrates that approval of the claims,and taxes;(iii)approve the APA and authorize the Receiver to enter into and perform the proposed sale of the Grosvenor Assets free and clear of liens,claims,and taxes is appropriate. APA on behalf of Grosvenor;and(iv)authorize the Receiver to consummate the proposed sale The record demonstrates that Grosvenor and Loring have been unable to satisfy their obligations of the Grosvenor Assets to the Oxford as the back-up bidder in the event that Monarch fails to to Oxford,and indeed have struggled to meet their ongoing operating expenses. The Receiver close in accordance with the APA. has determined that the orderly sale of the Grosvenor Assets is the most likely means of maximizing the value of the Grosvenor Assets and providing for continued operation of the Grosvenor SNF with minimal disruption to residents and their nursing care. An appropriate sale process—one expressly authorized and approved by each of the Woodbriar Receivership Court 9 10 ASSENTED TO: OXFORD FINANCE LLC, KCP ADVISORY GROUP,LLC,as Receiver for 7 Loring Hills Avenue LLC and By its attorneys, Grosvenor Park Health Center LLC By its attorneys, Steen M.Cowley,Esq.(BBO 945�41 ���� DUANE MORRIS LLP Dated: September 27,2018 AM, 100 High Street Suite 2400 John T.Morrier,BBO q 628624 Boston,MA 02110 A.Davis Whitesell,BBO N 551462 Tel:857488-4200 Casner&Edwards,LLP Fax:857-488-4201 303 Congress Street SMCowley@duanemorris.com Boston,MA 02210 (617)426-5900 morrier@easneredwards.com 'Attorney Whitesell certifies that he has been authorized by Attorney Cowley to sign this motion whitesell@casneredwards.com on Attorncy Cowley's behalf. 11 12 Exhibit COMMONWEALTH OF MASSACHUSETTS (Proposed Order] ESSEX,ss. SUPERIOR COURT DEPARTMENT Civil Action No.1877CVO1045 OXFORD FINANCE LLC, ) Plaintiff, ) V. ) 7 LORING HILLS AVENUE LLC and ) GROSVENOR PARK HEALTH CENTER LLC, ) Defendants. ) ORDER APPROVING SALE OF DEFENDANTS' REAL PROPERTY AND RELATED OPERATING ASSETS This matter having come before the Court upon consideration of the Receiver's Assented- to Motion for Entry of Order Approving Sale of Defendants'Real Property and Related Operating Assets(Doc.No._1(the"Sale Motion")filed by KCP Advisory Group.LLC in its capacity as the Court-appointed receiver in this proceeding(the"Receiver'),with the assent of plaintiff Oxford Finance LLC("Oxford").a hearing on the Sale Motion having been held on ,2018(the"Sale Hearing");and after due deliberation and sufficient cause appearing therefor, THE COURT FINDS AND CONCLUDES THAT: A. Capitalized terms not defined herein shall have the meanings ascribed to them in the Sale Motion. B. Oxford is the secured lender to defendants 7 Loring Hills Avenue LLC ("Loring')and Grosvenor Park Health Center LLC("Grosvenor'and,together with Loring, "Sellers'. Oxford asserts that,as of September 11,2018,Sellers owe Oxford not less than $17,205,888.99,including principal in the amount of$15,065,989.02,interest accrued through Grosvenor Assets to the Winning Bidder failed to close(Oxford and any entity designated by September 10,2018 in the amount of$1,773,791.58,an exit fee of$247,500.00,and additional Oxford to take title to the Grosvenor Assets,the"Back-Un Bidder'). charges including attorneys'fees incurred through August 31,2018 in the amount of E. On September_,2018,the Receiver filed the Sale Motion,to which Oxford $118,608.39. Interest and other charges continue to accrue,and Oxford holds a first priority consented. The Sale Motion seeks this Court's approval of the sale of the Grosvenor Assets to mortgage and seourity interest in and against the Grosvenor Assets to secure the payment of the the Winning Bidder(or to the Back-Up Bidder if the sale to the Winning Bidder fails to close), indebtedness owed to it by Loring and Grosvenor. The Grosvenor Assets are utilized by free and clear of all liens,claims,and taxes existing as of,arising prior to,or allocable to the defendant Grosvenor in its operation of a skilled nursing facility(the"Grosvenor SNF")located period preceding,July 17.2018,the date of entry of the Receivership Order(such gre- at 7 Loring Street,Salem,Massachusetts. receivership liens,claims,and taxes,collectively,"Pre-Receivership Claims'). The proposed C. On July 17,2018,after each of Loring and Grosvenor defaulted in its obligations sale of the Grosvenor Assets is to be effected through the closing of the transactions to Oxford,Oxford filed with this Court its Verified Complaint and Request for Appointment of contemplated by the Asset Purchase Agreement between the Receiver(on behalf of Sellers)and Receiver and related Emergency Motion to Appoint a Receiver,seeking,inter alfa,to appoint a Monarch attached as Exhibit A to the Sale Motion(the"APA")(or by an agreement with the receiver for the Grosvenor Assets. After a hearing conducted on July 25,2018,and with the Back-Up Bidder substantially equivalent to the APA in the event that the sale to the Winning assent of Oxford,Loring,and Grosvenor,this Court on July 30,2018 entered its order appointing Bidder fails to close). the Receiver as receiver of each of Loring and Grosvenor and their respective assets,including F. The Receiver provided notice to all creditors and other interested parties of the without limitation the Grosvenor Assets(the"Receivership Order"). Sale Motion,and of the Sale Hearing at which this Court would consider the Sale Motion,as D. On August 28,2018,in accordance with the Receivership Order,the Receiver evidenced by the certificate of service tiled by counsel to the Receiver(Doc.No._J. Such conducted an auction for the Grosvenor Assets(the"Auction")at which three bidders Notice of the Sale Motion and the Sale hearing was adequate and sufficient,was reasonably participated. At the conclusion of the Auction,the Receiver and Oxford selected PGC Monarch calculated to give actual notice of the relief contemplated by the Sale Motion to all creditors and LLC("Monarch")as the winning bidder to acquire the Grosvenor Assets(Monarch and any other interested parties,and is appropriate under the circumstances. entity designated by Monarch to take title to the Grosvenor Assets,the"Winning Bidder'). The G. The Receiver has complied in all material respects with the Receivership Order, Receiver also selected Oxford(which submitted a credit bid at the Auction)as the back-up and has made a reasonable effort to obtain the highest or otherwise best offer for the Grosvenor bidder entitled to acquire the Grosvenor Assets in the event that the proposed sale of the Assets. 2 3 H. Monarch's offer to purchase the Grosvenor Assets as set forth in the APA and priority of any Pre-Receivership Claims asserted against the Grosvenor Assets and the constitutes the highest or otherwise best value to be obtained for the Grosvenor Assets in the disposition of the gross proceeds of sale of the Grosvenor Assets. judgment of the Receiver and is fair and reasonable consideration for the Grosvenor Assets. M. Such additional findings and rulings as may have been stated by this Court at the 1. The Receiver has demonstrated good,sound and sufficient business purpose and Sale Hearing are hereby incorporated herein by reference. justification,and it is a reasonable exercise ofthe Receiver's business judgment,for the sale of THEREFORE,IT IS HEREBY ORDERED,ADJUDGED,AND DECREED THAI': the Grosvenor Assets on the terms and conditions set forth in the APA,including through I. The findings of fact entered above and the conclusions of law stated herein shall Monarch's assumption of Sellers'contracts and liabilities to the extent provided by the APA. constitute the Court's findings of fact and conclusions of law pursuant to Mass.R.Civ.P.52. The sale of the Grosvenor Assets is in the best interest of Sellers,their creditors,the residents of To the extent that any finding of fact shall later be determined to be a conclusion of law,it shall the Grosvenor SNF,and other parties in interest. be so deemed,and to the extent that any conclusion of law shall later be determined to be a J. Oxford,which holds a perfected,first priority security interest in the Grosvenor finding of fact,it shall be so deemed. Assets,consents to the sale of the Grosvenor Assets to Monarch,subject to its lien and security 2. The Sale Motion is granted. Any and all objections to the Sale Motion arc interest attaching to the sale proceeds with the same validity,enforceability,priority,force and overruled except to the extent any requested relief sought by any such objection is granted by effect as its lien upon and security interest in the Grosvenor Assets. this Order. K. Monarch and Oxford have each acted in good faith in participating in the Auction 3. The sale of the Grosvenor Assets to the Winning Bidder(or to the Back-Up and submitting offers to purchase the Grosvenor Assets. No party has engaged in any conduct Bidder if the sale to the Winning Bidder fails to close),or the appointed designee of such bidder, that would call into the question the integrity of the sale process conducted by the Receiver pursuant to the Sale Motion and the APA(or the Back-Up Bidder's substantially equivalent pursuant to the Receivership Order. purchase agreement)is hereby authorized and approved. The entity that closes such sale and L. It is necessary and appropriate,in order to ensure the integrity of the receivership takes title to the Grosvenor Assets shall hereinafter be referred to as the"Purchaser". The and the sale process,to ensure the validity of the sale of the Grosvenor Assets to the Winning Receiver is authorized to consummate the transactions contemplated by the Sale Motion and the Bidder(or to the Back-Up Bidder if the sale to the Winning Bidder fails to close),and to ensure APA,including as the duly-authorized representative of each of Sellers. The sale of the compliance with this Order,for this Court to retain jurisdiction:(a)to resolve any disputes Grosvenor Assets is"as is,where is,with all faults"and otherwise in accordance with the terms arising under or relating to the Sale Motion and this Order;(b)to protect the purchaser of the and conditions of the APA. Accordingly,the Winning Bidder,the Back-Up Bidder,and the Grosvenor Assets against any Pre-Receivership Claims;and(c)to determine the validity,extent Purchaser are each deemed to have waived,and each is hereby barred from asserting against 4 5 Sellers,the Receiver,or their respective ofIlcers,directors,managers,employees,agents, Grosvenor,or to either of Loring's or Grosvenor's business,or its liabilities within the meaning attorneys,or representatives(collectively,the"Protected Parties'I,any claim arising out of or of any law,role or regulation,including but not limited to any revenue,pension,ERISA,tax, with respect to Sellers'or the Receiver's ownership,management use,or control of the labor,products liability or environmental law,workers'compensation"experience rating,"or Grosvenor Assets prior to the conveyance thereof to the Purchaser,except as may be expressly unemployment tax"contribution rating,"rule or regulation or under any doctrine of successor provided otherwise by the APA. liability under state or federal law,provided,however,that nothing in this Order shall be 4. The Purchaser is a purchaser in good faith of the Grosvenor Assets and is entitled construed to relieve the Purchaser of any obligation under any environmental law that applies to to all of the protections afforded by this Order and applicable law.The consideration to be paid the Grosvenor Assets or any portion of them. (including through assumption of liabilities)by the Purchaser for the Grosvenor Assets is fair 8. Upon the Closing,the Protected Parties shall be relieved from any obligation or and reasonable. liability on account of the"Assumed Contracts"specified under the APA. 5. The sale of the Grosvenor Assets to the Purchaser shall be Gee and clear of any 9. Upon the Closing,Grosvenor's employees shall be deemed to have resi6mcd(heir liens,claims,encumbrances and other interests of any kind or nature whatsoever,with any such employment with Grosvenor and accepted employment with the Purchaser efTective as of the liens,claims encumbrances and other interests to attach to the proceeds of sale of such Closing,and,solely to the extent provided for in the APA,the Purchaser shall be deemed to have Grosvenor Assets with the same validity,scope and priority as they attached to the Grosvenor assumed all of Grosvenoc's pre-Closing employment-related obligations,including without Assets prior to the closing of the sale of the Grosvenor Assets to the Purchaser(the"Closine"). limitation all accrued and unpaid wages,salary,vacation,health and medical benefits,expense 6. The Purchaser is not a successor to either Loring or Grosvenor by reason of any reimbursement,payroll taxes and pension plan contributions. theory of law or equity and the Purchaser shall not assume or in any way be responsible for any 10. This Order is binding on filing agents and officers,in all government departments liability,obligation,commitment,or responsibility of either Loring or Grosvenor,or for any and units.whether federal,state,local or of a foreign state or subdivision thereof,who may be debts,liabilities,commitments,or responsibilities in any way relating to the Grosvenor Assets or required by operation of law,or the duties of office of contract,to accept,file,register or to Sellers'or the Receiver's ownership,management,use,or control of the Grosvenor Assets otherwise record or release any documents or instruments or who may be required to report or prior to the Closing,except as expressly provided otherwise by the APA. insure any title or state of title in or to any of the Grosvenor Assets(all such entities being 7. Neither the purchase of the Grosvenor Assets by the Purchaser not the subsequent "Recording Officers').All Recording Officers are authorized and specifically directed to strike operation by the Purchaser of any business previously operated by Loring,Grosvenor,or the recorded liens,claims or other encumbrances against any of the Grosvenor Assets purchased by Receiver shall cause the Purchaser to be deemed a successor in any respect to either Loring or the Purchaser which were recorded prior to the date of this Order.Each and every state or local 6 7 governmental agency or department is hereby directed to accept any and all documents and consummate the sale of the Grosvenor Assets to the Purchaser and to take any other acts required instruments necessary and appropriate to consummate the transactions contemplated by the APA. or contemplated under the Sale Motion,the APA,or this Order as expeditiously as practicable in No governmental approval is required or needs to be obtained to sell the Grosvenor Assets the Receiver's business judgment. except the approval of this Court. 14. This Court retains jurisdiction with respect to all matters arising from or related to 11. A certified copy of this Order shall be deemed to be in recordable form sufficient the implementation of this Order. to be placed in the filing or recording system maintained by any Recording Officer,including any registry of deeds.If any person or entity that has a filed a financing statement or other Dated: ,2018 Superior Court Judge documents or agreement evidencing liens,claims,interests or other encumbrances in or on the Grosvenor Assets shall not have delivered to the Purchaser prior to Closing,in proper form for fling and executed by appropriate parties,termination of statements,instruments of satisfaction. release of all liens or claims.or other interests or encumbrances that the person or entity has with respect to the Grosvenor Assets,then,(a)the Purchaser is hereby authorized to execute and file such statements,instruments,releases and other documents on behalf of the person or entity with respect to the Grosvenor Assets,and(b)the Purchaser is hereby authorized to file,register or otherwise record a certified copy of this order(without attached exhibits,ifany),which once filed,registered or otherwise recorded,shall constitute conclusive evidence of the release and discharge of any and all liens,claims or other interests or encumbrances of any kind or nature whatsoever in the Grosvenor Assets. 12. No bulk sales law,or similar law shall apply in any way to the transactions contemplated by the APA,the Sale Motion and this Order. 13. This is a final order entered in a receivership proceeding and is enforceable immediately upon entry pursuant to Mass.R.Civ.P.62(a).The Receiver is hereby authorized and directed,including as the duly-authorized representative of each of Loring and Grosvenor,to a 9 CERTIFICATE OF SERVICE 1,A.Davis Whitesell,hereby certify that on September 27,2018 I caused a copy of the foregoing Receiver's Assented-to Motion for Entry of Order Approving Sale of Defendants' Real Property and Related Operating Assets to be served by U.S.first class mail on counsel of record as listed below: Steven M.Cowley,Esq. Keri L.Wimle,Esq. Duane Morris LLP 100 High Street,Suite 2400 Boston,MA 02110 Counsel to Oxford Finance Mark W.Powers,Esq. Bowditch&Dewey LLP 311 Main Street P.O.Box 15156 Worcester,MA 01615-0156 Counsel to Defendants Datcd: September 27,2018 A.Davis.Whitesell,Esq.