NOTICE OF SALE, BID PROCEDURES, SALE OBJECTION, SALE HEARING AND OTHER DEADLINES RELATED THERETO

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PLEASE TAKE NOTICE OF THE FOLLOWING:

 

  1. On February 8, 2024, Senior Choice, Inc., the above-captioned debtor and debtor-in-possession (the “Debtor”) filed with the United States Bankruptcy Court for the Western District of Pennsylvania (the “Court”) a motion Docket No. 12 (the “Motion”) [1] (a) seeking entry of an order (i) authorizing and approving the proposed Bidding Procedures to be used in connection with the sale of the Debtor’s Facilities (defined herein) free and clear of all liens, claims, interests, and encumbrances (the “Sale”); (ii) setting the deadline by which bids must be submitted (the “Bid Deadline”) and scheduling the hearing to approve the Sale (the “Sale Hearing”); (iii) approving the notice procedures related thereto (the “Notice Procedures”); (iv) authorizing certain procedures (the “Assignment Procedures”) related to the assumption and assignment of certain executory contracts and unexpired leases (the “Designated Contracts”), Procedures Order (the “Notice of Assumption and Assignment”); and (v) granting related relief.

 

  1. On February 16, 2024, the Court entered the Order (I) Approving Bidding Procedures In Connection With The Sale Of The Debtor’s Facilities, (II) Scheduling The Hearing To Approve The Sale, (III) Approving The Form Of Notice Thereof, (Iv) Approving Procedures For The Assumption And Assignment Of Certain Executory Contracts And Unexpired Leases, (V) Approving The Form And Manner Of Notice Thereof, And (VI) Granting Related Relief; And (B) An Order Authorizing And Approving (I) The Sale Free And Clear Of Liens, Claims, Encumbrances, And Other Interests, (II) The Assumption And Assignment Of Certain Executory Contracts And Unexpired Leases, And (III) Related Relief [Docket No. 51] the (“Bid Procedures Order”). The Sale will be of three senior living facilities the Debtor operates and/or previously operated (collectively, the “Facilities”) described as follows:

 

  • Beacon Ridge, a 118-unit skilled nursing facility located in Indiana, Pennsylvania;
  • The Patriot, a 100-unit skilled nursing facility and 76-unit personal care and independent living facility located in Somerset, Pennsylvania. The Patriot received a Certificate of Authority from the Pennsylvania Department of Insurance to operate as a Continuing Care Retirement Community under the Pennsylvania Continuing Care Provider Registration and Disclosure Act (Act 82);
  • The Atrium, formerly a 92-unit personal care facility located in Johnstown, Pennsylvania, which, as discussed below, has been closed.
  1. Qualified Bids may be for one or more of the Facilities.  The initial bid for Beacon Ridge has been set at $4,200,000.00 subject to higher and better bids, with an overbid requirement of $250,000.  The initial bid for The Patriot has been set at $750,000.00, subject to higher and better bids.  The initial bid for The Atrium has been set of $50,000.00, subject to higher and better bids.

 

  1. All interested parties are invited to submit a Qualified Bid and to make offers to purchase the Facilities in accordance with the terms of the Bid Procedures and the Bid Procedures Order. The deadline to submit bids (the “Bid Deadline”) is March 13 2024. (Eastern Time).

All Qualified Bids must be accompanied by a 10% Good Faith Deposit.

 

  1. In connection with the proposed Sale contemplated by the Motion and Bid Procedures Order, the Debtor may assume and assign executory contracts and unexpired leases (the “Designated Contracts”) to the Successful Bidder to the extent the Successful Bidder seeks to acquire any of the Contracts.  A list of the Contracts and the proposed amount to be paid, if any, to cure any outstanding default under the respective Contract will be separately filed and served on the applicable Non-Debtor Counterparties.  Procedures and deadlines for the Assumption and Assignment of Designated Contracts are set forth in the Bid Procedures Order.

 

  1. The Sale Hearing will commence on March 15, 2024, commencing at 10:00 a.m. (prevailing Eastern Time). Judge Deller will preside in-person at the sale hearing at Courtroom D, U.S. Steel Building, 600 Grant St., 54th Fl., Pittsburgh, PA 15219.  To facilitate access to the sale hearing, parties-in-interest will have the courtesy of being able to participate remotely by attending the proceeding either in the Johnstown Courtroom, Courtroom B, First Floor Penn Traffic Building, 319 Washington Street, Johnstown, Pennsylvania 15901 or via the Zoom Video Conference Application (“Zoom”)[2]. 

 

  1. Any objections to the Sale to the Stalking Horse Bidder must (x) be in writing, (y) state with specificity the nature of such objection, and (z) be filed with the Court and properly served on the following parties (the “Notice Parties”) so as to be received no later than March 8, 2024 (the “Sale Objection Deadline”): (i) Office of the United States Trustee, Attn: Elvina Rofael (Elvina.Rofael@usdoj.gov) and Kate M. Bradley (Kate.M.Bradley@usdoj.gov), 1000 Liberty Avenue, Suite 1316, Pittsburgh, PA 15222; (ii) counsel to the Bond Trustee, Frederic Dorwart, Lawyers PLLC, Attn: Samuel S. Ory, Esq. and Nora Rose O'Neill, Esq.,124 East Fourth Street, Tulsa, OK 74103-5027, and local counsel to the Bond Trustee, Reed Smith LLP. Attn. Jared S. Roach, Esq., and Emily C. Costantinou, Esq., 225 Fifth Avenue, Suite 1200, Pittsburgh, PA 15222; (iii) the list of the 20 largest unsecured creditors of the Debtor; (iv) those persons who have formally appeared and requested notice and service in these proceedings pursuant to Bankruptcy Rules 2002 and 3017; and (v) governmental agencies having a regulatory or statutory interest in this Chapter 11 Case, including the: (a) Internal Revenue Service, PO Box 7346, Philadelphia, PA 19101-7346; (b) United States Attorney’s Office for the Western District of Pennsylvania, Attn. Eric G. Olshan, Joseph F. Weis, Jr. United States Courthouse, 700 Grant Street, Suite 4000, Pittsburgh, PA 15219; (c) Commonwealth of Pennsylvania Attorney General, Attn. Gene J. Herne, Chief Attorney General Charitable Trusts and Organizations Section, 1251 Waterfront Place, Mezzanine Level, Pittsburgh, PA 15222; (d) Commonwealth of Pennsylvania, Department of Human Services, Attn. Valerie A. Arkoosh, 625 Forster Street, 3rd Floor, Harrisburg, PA 17105-2675; (e) Commonwealth of Pennsylvania Department of Health, Attn. Christopher J. Gleeson, Esq., Health and Welfare Building, 625 Forster Street, Room 825, Harrisburg, PA 17120; and (f) Department of Health & Human Services, Centers for Medicare & Medicaid Services, Attn.: Michele L. Purdue, Chief Counsel, 801 Market Street, Suite 9700, Philadelphia, PA 19107 (collectively, the “Notice Parties”); and (vi) counsel to the Stalking Horse Bidders.

 

  1. All Objections not otherwise resolved by the parties prior thereto shall be heard at the Sale Hearing. THE FAILURE OF ANY PARTY TO TIMELY FILE WITH THE COURT AND SERVE ON THE NOTICE PARTIES A SALE OBJECTION FOREVER SHALL BAR SUCH PARTY FROM ASSERTING, AT THE SALE HEARING OR THEREAFTER, ANY OBJECTION TO THE RELIEF REQUESTED IN THE MOTION, OR TO THE CONSUMMATION AND PERFORMANCE OF THE APPLICABLE SALE  CONTEMPLATED BY AN APPLICABLE ASSET PURCHASE AGREEMENT WITH A SUCCESSFUL BIDDER, INCLUDING THE TRANSFER OF THE ASSETS TO THE APPLICABLE SUCCESSFUL BIDDER(S), FREE AND CLEAR OF ALL LIENS, CLAIMS, INTERESTS, AND ENCUMBRANCES PURSUANT TO SECTION 363(F) OF THE BANKRUPTCY CODE.

 

 

[1] Capitalized terms used herein but otherwise not defined shall have the meanings ascribed to such terms in the Motion.

[2] To participate in and join via Zoom, please initiate and use the following link at least ten (10) minutes prior to the scheduled Zoom Hearing time: https://www.zoomgov.com/j/16009283473, or alternatively, you may use the following Meeting ID: 160 0928 3473. All participants appearing by Zoom must comply with the Notice of Temporary Modification of Procedures Before the Honorable Jeffery A. Deller For Matters Scheduled On or After January 1, 2021 (“Judge Deller’s Zoom Procedures”), which can be found on the Court’s website at http://www.pawb.uscourts.gov/content/judge-jeffery-deller.

Persons without video conferencing capabilities must immediately contact Chambers staff at (412) 644-4710 to make alternative arrangements. Absent emergency circumstances, such arrangements must be made no later than three (3) business days prior to the hearing.

All persons are reminded that pursuant to the Court’s Notice and Order, and as set forth in Judge Deller’s Zoom Procedures, the public’s recording or duplication of any audio or video of the hearing is strictly prohibited.

 

 

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