SALE OF POSSESSIONS LTR 10/07/2019 @ 34 N. PEARL ST 6132299362 1 310 1 1493 1.5
CASNER&EDWARDS,LLP
A.DAVIS WHITESELL
303 CONGRESS ST
BOSTON,MA 02210
CITY OF SALEM BUILDING DEPT
98 WASHINGTON ST
2ND FL
SALEM MA 01970
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6132299362-18-10739-RWZ-
PLEASE TAKE NOTICE: THE FOLLOWING DOCUMENTS BEGIN AFTER THIS PAGE
NOTICE OF PROPOSED SALE OF SUBSTANTIALLY ALL ASSETS OF DEFENDANT 34 N. PEARL
STREET, LLC FREE AND CLEAR OF ALL LIENS, CLAIMS, AND ENCUMBRANCES
UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
AP MA FUNDING LLC,
Plaintiff
V. Civil Action No. 18-1o739-RWZ
34 N. PEARL STREET,LLC AND BRAEMOOR
HEALTH CENTER,LLC,
Defendants
NOTICE OF PROPOSED SALE OF SUBSTANTIALLY
ALL ASSETS OF DEFENDANT 34 N.PEARL STREET, LLC
FREE AND CLEAR OF ALL LIENS, CLAIMS,AND ENCUMBRANCES
To Creditors and Other Parties in Interest:
PLEASE TAKE NOTICE that,pursuant to the Receiver's Motion for Entry of Order
(I)Approving Sale Of Substantially All Assets Of Defendant 34 N.Pearl Street,LLC Free And
Clear Of All Liens, Claims,And Encumbrances, (II)Directing Distribution Of Proceeds Of The
Receivership Estate,And(III)Approving The Receiver's Loan Agreements With The Plaintiff
filed on October 1,2019[Doc.No. 51] (the"Sale Motion"),KCP Advisory Group, LLC(the
"Receiver"),the Court-appointed Receiver for the defendants in this above-captioned case(the
"Receiver"),with the assent of plaintiff AP MA Funding LLC("Lender"),has sought the Court's
approval of the sale of substantially all of the assets of 34 N.Pearl Street, LLC(the"Owner
Defendant"),free and clear of all liens,claims, and encumbrances. The property to be sold
constitutes the building leased from the Owner Defendant by defendant Braemoor Health
Center, LLC(the"Operator Defendant")at which Operator Defendant operated a skilled nursing
facility(SNF)prior to the closure of such facility in late 2018. The assets to be sold constitute
Lender's collateral for the obligations owed to it by the Owner Defendant and the Operator
Defendant(together,the"Selling Defendants").
The proposed sale of the Owner Defendant's assets(the"Proposed Sale") is to be made
pursuant to the Purchase and.Sale Agreement dated August 14,2019(the"PSA")between the
Receiver,on behalf of the Owner Defendant,and WP East Acquisitions,LLC("Purchaser")
attached as Exhibit A to the Sale Motion.
In accordance with the Sale Motion and the PSA,and applicable state and federal law,
the Assets will be sold free and clear of all liens,claims, and encumbrances,of any kind or
nature whatsoever, with all such liens,claims and encumbrances to attach with equal effect and
priority to the proceeds of sale. The Assets are subject to the perfected,first priority security
interest of Lender. Lender assents to the proposed sale of the Assets and to the relief sought by
the Sale Motion. Because Lender is owed more than the consideration to be paid by Purchaser
for the Assets,there will be no sale proceeds available for distribution to creditors holding pre-
receivership claims against the Owner Defendant. As part of the Proposed Sale transaction,
Lender has committed to fund the payment of allowed expenses of the receivership proceeding
itself,including the fees of the Receiver and its attorneys.
ANY OBJECTIONS TO THE SALE MOTION must be stated in writing and must
state with particularity the grounds for the objection and why the Proposed Sale should not be
approved, and must be filed with the Court by no later than 4:0o p.m. (prevailing
Eastern Time)on October 25, 2019(the"Objection Deadline"),and a copy served so as to
be received by the Objection Deadline by the following parties (the"Notice Parties"):
(a) attorneys for the Receiver,John T.Morrier, Esq.,Casner&Edwards, LLP, 303
Congress Street,Boston, MA 02210(morrier@casneredwards.com);
(b) attorneys for Lender, Paige Barr Tinkham, Esq., Blank Rome LLP,
444 West Lake Street, Suite 1650, Chicago,IL 60606
(pti nkham @blankrome.com).
Objections must be in writing and must provide specific grounds for the objection to the Sale
Motion.
PLEASE TAKE FURTHER NOTICE THAT a hearing on the Sale Motion will be held
before the Honorable Rya W.Zobel, United States District.Judge,in the United States District
Court for District of Massachusetts,John Joseph Moakley Courthouse,Courtroom No. 12, 1
Courthouse Way, Boston, Massachusetts,on October 30, 2019 at 2:00 p.m. (prevailing
Eastern Time)to consider approval of the Sale Motion and the Proposed Sale of the Assets,and
any timely-filed objections to the Sale Motion.
PLEASE TAKE FURTHER NOTICE THAT any interested party requesting a copy of
the Sale Motion,the PSA, or any additional 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 (morrier@casneredwards.com).
casneredwards.com).
Dated:October 7, 2019 "RECEIVER"
KCP ADVISORY GROUP, LLC,AS RECEIVER FOR:
34 N. Pearl Street, LLC
Braemoor Health Center, LLC
By its attorneys,
/s/A.Davis Whitesell
John T. Morrier(BBO #628624)
A.Davis Whitesell (BBO #551462)
Casner&Edwards, LLP
303 Congress Street
Boston, MA 02210
(617)426-5900
morrier@casneredwards.com
whitesell@casneredwards.com
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