Citation/Notice Text :

Exhibit 1 Claims Package GREYSTONE LOAN AGGREGATOR LLC F/K/A GREYSTONE MEZZANINE LOAN AGGREGATOR LLC; PLAINTIFF, V. GALLERIA SNF TX REALTY, LLC; GIBBONS TX REALTY, LLC; MCLENNAN TX REALTY, LLC; MCGREGOR TX REALTY, LLC; STONEYBROOK TX MANAGEMENT, LLC; GIBBONS TX MANAGEMENT, LLC; MCLENNAN TX MANAGEMENT, LLC; AND WACO TX MANAGEMENT, LLC; DEFENDANTS. § § § § § § § § § § § § § § § § § IN THE DISTRICT COURT OF TARRANT COUNTY, TEXAS 17TH JUDICIAL DISTRICT NOTICE OF CLAIMS PROCESS AND CLAIMS BAR DATES To all potential holders of Claims (as defined below) against Galleria SNF TX Realty, LLC; Gibbons TX Realty, LLC; McLennan TX Realty, LLC; McGregor TX Realty, LLC; Stoneybrook TX Management, LLC; Gibbons TX Management, LLC; McLennan TX Management, LLC; and/or Waco TX Management, LLC (the “Receivership Entities”) that arose from or related to (i) dealings, transactions, contracts, events, occurrences, interactions, or agreements with any of the Receivership Entities and/or (ii) any of the skilled nursing facilities commonly known as Galleria Residence & Rehabilitation Center located at 2808 Stoney Brook Drive, Houston, TX 77063; Heritage Oaks Residence & Rehabilitation Center, located at 1112 Gibbins Road, Arlington, TX 76011; Quality Care of Waco, located at 2501 Maple Avenue, Waco, TX 76707; and/or Westview Manor & Rehabilitation Center, located at 414 Johnson Drive, McGregor, TX 76657: YOU ARE RECEIVING THIS NOTICE BECAUSE YOU MAY HAVE OR ASSERT A CLAIM AGAINST THE RECEIVERSHIP ESTATE. THEREFORE, YOU SHOULD READ THIS NOTICE CAREFULLY AND DISCUSS IT WITH YOUR ATTORNEY. IF YOU DO NOT HAVE AN ATTORNEY, YOU MAY WISH TO CONSULT ONE Please take notice that on May 7, 2020 (the “Appointment Date”), the District Court of Tarrant County, Texas, 17th Judicial District (the “Court”) entered an order (the “Receivership Order”) appointing Derek Pierce, Managing Member of Healthcare Management Partners, LLC (the “Receiver”), as receiver over all assets owned by or in the possession or control of the Receivership Entities (such assets, the “Receivership Estate”). Having exclusive jurisdiction over the Receivership Estate, the Court entered an order dated June 30, 2020, establishing a process and procedure for the determination and allowance of all claims against the Receivership Estate (the “Claims Order”), which is enclosed and incorporated here by reference. Pursuant to the Claims Order, October 30, 2020 at 5:00 p.m. (prevailing Central Time) (the “General Claims Bar Date”) is the last date and time for each person or entity to file a claim against the Receivership Estate based upon any claim against any Receivership Entity arising on or before May 7, 2020 (the “General Claims”). Pursuant to the Claims Order, all claims against the Receivership Estate and Receiver based on claims against any Receivership Entity or the Receiver arising after May 7, 2020, excluding any claims of the Receiver and any professionals retained by the Receiver (the “Admin Claims,” and together with the General Claims, the “Claims”), must be submitted by the later of the General Claims Bar Date or sixty (60) days after the date on which such Claim became due and owing by the Receivership Estate (the “Admin Claims Bar Date” and together with the General Claims Bar Date, the “Bar Dates”). The Claims Order, the Bar Dates, and the procedures set forth in the Claims Order for the filing of Claims apply to all Claims against the Receivership Estate and Receiver. A CLAIMANT SHOULD CONSULT AN ATTORNEY IF THE CLAIMANT HAS ANY QUESTIONS, INCLUDING WHETHER SUCH CLAIMANT SHOULD FILE A CLAIM. 1. Persons or Entities Who Must File a Claim. Any person or entity that has or asserts a Claim against any Receivership Entity, Receivership Estate, or Receiver, except as otherwise set forth in the Receivership Order or Claims Order, must file a Claim on or before the applicable Bar Date to share in any distributions from the Receivership Estate. Acts or omissions of the Receivership Entity and Receiver may give rise to Claims against the Receivership Estate that must be filed by the applicable Claims Bar Date, notwithstanding that such Claims may not have matured or become fixed or liquidated prior to such Bar Date. As used in this notice and the Claims Order, the word “Claim” includes both General Claims and Admin Claims and means a: (i) right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; or (ii) right to an equitable remedy for breach or performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured. THE FACT THAT YOU RECEIVED THIS NOTICE DOES NOT MEAN THAT YOU HAVE A CLAIM OR THAT ANY RECEIVERSHIP ENTITY, THE RECEIVER, OR THE COURT BELIEVE THAT YOU HAVE A CLAIM. YOU SHOULD NOT FILE A CLAIM IF YOU DO NOT HAVE A CLAIM AGAINST ANY RECEIVERSHIP ENTITY, THE RECEIVER, OR THE RECEIVERSHIP ESTATE. 2. When and Where to File. All Claims must be filed so as to be actually received no later than 5:00 p.m. (prevailing Central time) on or before the applicable Bar Date at the following address: Healthcare Management Partners, LLC c/o Waller Lansden Dortch & Davis, LLP Attn: Chris Cronk 511 Union Street, Suite 2700 Nashville, Tennessee 37219 chris.cronk@wallerlaw.com Claim Forms will be deemed timely filed only if actually received on or before the applicable Bar Date. Claims may be delivered by electronic mail transmission using the e-mail address set forth above. 3. Contents of a Claim Form. If you intend to file a Claim, you must complete and submit the court-approved Claim Form enclosed with this notice (the “Claim Form”). Your Claim Form must: (i) be signed and notarized; (b) be written in the English language; (c) be denominated in lawful currency of the United States; and (d) be submitted with copies of any supporting documentation or an explanation of why any such documentation is not available. 4. Consequence of Failure to Timely File Claim Form. Any claimant who fails to file a Claim in the form and manner set forth in the Claims Order and this notice, or that fails to do so on or before the applicable Bar Date, will forever be barred, estopped, and enjoined from asserting such Claim against the Receivership Estate or Receiver, and shall not be treated as a creditor with respect to such Claim for the purposes of any distributions from the Receivership Estate, and the Receiver and Receivership Estate shall be forever discharged from any and all indebtedness or other liability with respect to such Claim. 5. Contingent Claims. Acts or omissions of any Receivership Entity, if any, that occurred prior to the Appointment Date, including, without limitation, acts or omissions related to any indemnity agreement guarantee, services provided to or rendered by the Receivership Entity, or goods provided to or by the Receivership Entity, may give rise to Claims against the Receivership Entity or the Receivership Estate, notwithstanding the fact that such Claims (or any injuries on which they may be based) may be contingent or may not have matured or become fixed or liquidated prior to the Appointment Date. Therefore, any person or entity that holds a Claim or potential Claim against any Receivership Entity, no matter how remote, contingent, or unliquidated must file a Claim on or before the applicable Bar Date. 6. Reservation of Rights. Nothing contained in this notice is intended or should be construed as a waiver of any of the Receiver’s rights, including without limitation, his rights to dispute, or assert offsets or defenses against, any Claim as to the nature, amount, liability, or classification of such Claim. 7. Additional Information. If you have questions concerning the submission or processing of Claims, you may contact Chris Cronk, via phone at 615-244-6380, via e-mail at chris.cronk@wallerlaw.com or via mail at the following address: Healthcare Management Partners, LLC c/o Waller Lansden Dortch & Davis, LLP Attn: Chris Cronk 511 Union Street, Suite 2700 Nashville, Tennessee 37219 DISTRICT COURT OF TARRANT COUNTY, TEXAS, 17th JUDICIAL DISTRICT PROOF OF CLAIM Greystone Loan Aggregator LLC f/k/a Greystone Mezzanine Loan Aggregator LLC v. CAUSE NO. 017-316671-20 Galleria SNF TX Realty, LLC; Gibbons TX Realty, LLC; McLennan TX Realty, LLC; McGregor TX Realty, LLC; Stoneybrook TX Management, LLC; Gibbons TX Management, LLC; McLennan TX Management, LLC; Waco TX Management, LLC. Name of Creditor (the person or other entity to whom is owed money or property): DATE CLAIM Name of the Entity who owes you money or property: RECEIVED (INTERNAL USE ONLY) Name and address where notices should be sent: Telephone Number: Email: Check this box if this claim amends a previously filed claim. Claim # _________ Name and address where payment should be sent (if different from above): Telephone Number: Email: Check this box if you are aware that anyone else has filed a proof of claim relating to this claim and attach a copy of such claim. 1. Amount of Claim: _______________________________ If all or part of the claim is secured, complete item 3. If all or part of the claim is based upon taxes, complete item 4. 2. Basis for Claim: ________________________________ 3. Secured Claim. Basis for perfection: _____________________________________________________ Amount of Secured Claim: ______________________ Annual Interest Rate: __________ 4. Tax Claims. Taxing Entity: ______________________________________ Basis for Tax: ______________________________________ Taxes Owed: _________________________ Penalties Owed: _______________________ Annual Interest Rate: ___________ 5. Documents. Attached are redacted copies of any documents that support the claim, such as promissory notes, purchase orders, invoices, itemized statements of running accounts, contracts, judgments, mortgages, security agreements, etc. If the claim is secured, box 3 has been completed, and redacted copies of documents providing evidence of perfection of a security interest are attached. DO NOT SEND ORIGINAL DOCUMENTS. ATTACHED DOCUMENTS MAY BE DESTROYED. If the documents are not available, please explain: __________________________________________ 6. Signature. I declare under penalty of perjury that the information provided in this claim is true and correct to the best of my knowledge, information and reasonable belief. Print Name: _____________________________________ Title: _____________________________________ Company: ______________________________________ _____________________________ ____________ (Signature) (Date) Address: _____________________________________ _____________________________________ Phone Number: ______________________________________ _____________________________________ Email: ______________________________________ STATE OF ____________________ § § COUNTY OF __________________ § SUBSCRIBED and SWORN TO BEFORE ME, the undersigned authority on ___________________, 202___, to certify which witness my hand and seal of office. ___________________________________ Notary Public, State of ________________ CAUSE NO. 017-316671 GREYSTONE LOAN AGGREGATOR LLC F/K/A GREYSTONE MEZZANINE LOAN AGGREGATOR LLC; PLAINTIFF, V. GALLERIA SNF TX REALTY, LLC; GIBBONS TX REALTY, LLC; MCLENNAN TX REALTY, LLC; MCGREGOR TX REALTY, LLC; STONEYBROOK TX MANAGEMENT, LLC; GIBBONS TX MANAGEMENT, LLC; MCLENNAN TX MANAGEMENT, LLC; AND WACO TX MANAGEMENT, LLC; DEFENDANTS. § § § § § § § § § § § § § § § § § IN THE DISTRICT COURT OF TARRANT COUNTY, TEXAS 17TH JUDICIAL DISTRICT ORDER GRANTING RECEIVER’S MOTION TO APPROVE (I) PROPOSED CLAIMS VERIFICATION PROCEDURES, (II) CLAIMS BAR DATE, AND (III) PROPOSED CLAIMS DISTRIBUTION METHOD Upon consideration of the Receiver’s Motion to Approve (I) Proposed Claims Verification Procedures, (II) Claims Bar Date, and (III) Proposed Claims Distribution Method (the “Motion”);1 and upon consideration of any and all responses to the Motion; and upon finding that due and sufficient notice of the Motion was given, all parties in interest have received notice and the opportunity to be heard, and that no other or further notice is necessary or required; and upon finding that the relief sought in the Motion is in the best interests of the Receivership Estate and its creditors; and upon due deliberation and finding good and sufficient cause for the relief sought in the Motion, it is hereby 1. ORDERED that the Motion is GRANTED; and it is further 2. ORDERED that, except as permitted by this order, all creditors of the Subject Properties, Receiver, and Receivership Estate are hereby enjoined from: a. commencing or continuing, including the issuance or employment of process, of a judicial, administrative, or other action or proceeding against the Receiver or Receivership Estate that was or could have been commenced before the entry of this order to recover a claim against the Borrowers, Subject Properties, the Receiver or the Receivership Estate that arose before the entry of this order; b. enforcing against the Receiver or the Receivership Estate, a judgment obtained before the entry of this order; c. taking any action to obtain possession of any property that is part of the Receivership Estate; d. exercising possession over any property that is part of the Receivership Estate; e. any act to create, perfect, or enforce against any property of the Receivership Estate any lien to the extent that such lien secures a claim that arose before the entry of this order; and f. the setoff of any debt owing to the Receiver or the Receivership Estate that arose before the entry of this order; and it is further 3. ORDERED that, all creditors of the Borrowers, Subject Properties, Receiver, or Receivership Estate holding or wishing to assert any claim, cause of action, or other right against the Receivership Estate must file such claims pursuant to the procedures and on or before the deadlines established by this order; and it is further 4. ORDERED that: a. each and every claim shall be filed on the Claim Form, which is expressly approved by this order; b. the Notice of Claims Process and Claims Bar Dates (the “Claims Notice”) is approved in its entirety, and the Receiver is authorized and directed to transmit the Claims Notice to all known creditors holding actual or potential claims against the Receivership Estate within seven (7) business days of the entry of this order, together with a copy of this order and the Claim Form (collectively, the “Claims Package”); c. the Receiver is further authorized and directed to publish the Publication Notice with an appropriate newspaper of record for each location where a facility subject to the Receivership Order is located as soon as practicable after entry of this order, once a week for three consecutive weeks; d. all persons and entities who receive the Claims Package or are otherwise imputed with notice as a result of the Publication Notice, together with their respective agents and attorneys, have an affirmative duty to obtain and review this order and the Claim Notice and timely file a Claim Form in accordance with this order, if they possess a valid claim and wish to assert it against the Receivership Estate; e. the notice procedures provided in this order constitute due and sufficient notice of the Claims Process, and the procedures provided by the Claims Process satisfy the requirements of all applicable laws; and it is further 5. ORDERED that: a. any person or entity having a claim against the Receiver or Receivership Estate based on a claim against the Borrowers or Subject Properties arising on or before May 7, 2020 (the “General Claims”) shall be submitted so as to be actually received by the Receiver’s counsel on or before deadline set forth in the Claims Notice (the “General Claims Bar Date”), which shall be not less than four (4) months from the date of this order; b. any person or entity having a claim against the Receiver or Receivership Estate based on a claim against the Borrower, Subject Properties, or Receiver arising after May 7, 2020 (the “Admin Claims”), excluding the claims of the Receiver and professionals retained by the Receiver, must be submitted by the later of the General Claims Bar Date or sixty (60) days after the day on which such claim became due and owing by the Receivership Estate (the “Admin Claims Bar Date” and together with the General Claims Bar Date, the “Bar Dates”); c. the Receiver shall have authority, for good cause shown, to extend the applicable Bar Dates up to thirty (30) days as to a particular claimant; provided, however, any such extension must be requested from the Receiver in writing prior to the expiration of the Bar Date applicable to such claimant; d. any creditor who fails to file a claim in the form and manner set forth in this order, or that fails to do so on or before the applicable Bar Date, shall be forever barred, estopped, and enjoined from asserting such Claim against the Receivership Estate or the Receiver, and shall not be treated as a creditor with respect to such Claim for the purposes of any distributions from the Receivership Estate, and the Receivership Estate shall be forever discharged from any and all indebtedness or liability with respect to such Claim; and it is further 6. ORDERED that each Claim shall be filed in accordance with the following procedures: a. all Claims shall be submitted in writing via U.S. Mail or electronic mail transmission to the following address: Healthcare Management Partners, LLC c/o Waller Lansden Dortch & Davis, LLP Attn: Chris Cronk 511 Union Street, Suite 2700 Nashville, Tennessee 37219 chris.cronk@wallerlaw.com b. each claimant must submit a complete and accurate Claim Form so as to be actually received at the address above no later than 5:00 p.m. (prevailing Central time) on the applicable Bar Date; c. each Claim Form must: (i) be signed and notarized; (ii) be written in the English language; (iii) be denominated in lawful currency of the United States; and (iv) be submitted with complete copies of any supporting documentation or an explanation of why any such documentation is not available; and it is further 7. ORDERED that: a. once the Bar Dates have passed, as determined by the Receiver, the Receiver shall review each Claim Form and supporting documentation and verify the amount and priority of each Claim submitted; b. upon reviewing all Claim Forms and supporting documentation, the Receiver shall file with the court a report outlining the Receiver’s recommendation as to the allowable amount and priority of each Claim (the “Claims Report”), which the Receiver shall serve on all known claimants. c. the Claims Report may be amended from time to time as determined by the Receiver and with notice to all affected claimants; d. all distributions made to claimants will be calculated based upon the amounts and priorities set forth in the Claims Report; e. the Receiver shall be permitted to object to any submitted Claim Form for any reason, including, among other things, for any claimant’s failure to comply with any requirement set forth in this order; f. to the extent any Claim is objectionable, the Claims Report will set forth the basis for the Receiver’s objection; g. any claimant may object to all or any portion of the Claims Report, including any objection included by the Receiver in the Claims Report, by filing a written objection or response to the Claims Report (or any amended Claims Report) within fourteen (14) days after it has been filed and serving a copy of such objection or response on the Receiver’s counsel; h. if any claimant files a response or objection to the Claims Report (or any amended Claims Report), the Receiver may attempt to negotiate a resolution; provided, however, if the Receiver is unable to resolve any response or objection, such response or objection will be resolved by order of this Court; i. if no response or objection is filed with respect to a particular Claim set forth in the Claims Report, the Claims Report shall be the final, binding determination on each such Claim; and it is further 8. ORDERED that, although a claimant’s failure to comply with the Claims Procedures shall forever bar such creditor from pursuing a Claim against the Receiver and Receivership Estate, such claimant’s failure shall not preclude or impair its right to pursue its Claim personally against the Borrowers or Subject Properties upon the conclusion of this case, except for any Claim that could be brought by the Receiver or Receivership Estate, which claims remain the exclusive right and property of the Receiver and Receivership Estate; and it is further 9. ORDERED that: a. the Plaintiff shall not be required to participate in the Claims Process because it has already asserted a secured claim in an amount not less than $31,500,000; and b. this Order shall not impair Plaintiff’s right to enforce its rights and remedies under the Loan Documents including pursuing a non-judicial foreclosure sale. 10. ORDERED that Coryell County Memorial Hospital Authority and Chambers County Public Hospital District No 1 shall not be required to file a Claim on account of unreimbursed IGT payments. 11. ORDERED that the Receiver is authorized to take all actions, as it deems reasonable and desirable in its sole discretion, to comply with or further the purposes of this order; and it is further 12. ORDERED that, except as provided in paragraph 9 above and unless otherwise authorized, any and all disputes concerning the Receiver and/or relating to or arising from the Borrowers, the CHOWs, the Subject Properties, and/or the Receivership Estate shall be filed in this Court; and it is further 13. ORDERED that this Court shall retain jurisdiction with respect to all matters arising from or related to the implementation of this order. Dated: JUNE 30, 2020 MELODY WILKINSON JUDGE PRESIDING