John Fitzgibbon Memorial Hospital - Chapter 11 APA Summary

Sale Order / Asset Purchase Agreement Summary

Overview

• On Aug. 10, 2026, the bankruptcy court entered an amended order [Doc. 344] on the Debtors' motion [Doc. 160] (a) approving the asset purchase agreement, (b) authorizing the sale of the Assets free and clear of all liens, claims, rights, encumbrances, and other interests under sections 105, 363(b), 363(f), and 363(m) of the Bankruptcy Code, (c) authorizing the assumption and assignment of certain executory contracts and unexpired leases under sections 363 and 365, and (d) granting related relief. The relief was granted in its entirety as reflected in the court's statements on the record, and the court expressly incorporated and restated in full its oral decision from the Sale Hearing.
• The Debtors filed voluntary chapter 11 petitions on April 21, 2026, and have continued to operate as debtors in possession under sections 1107(a) and 1108. The court conducted the Sale Hearing on July 1, 2026.
• The record supporting the order included the Declaration of Angela Littrell in Support of Chapter 11 Petitions and Requests for First Day Relief [Doc. 21], her declaration in support of the Motion, the Declaration of Nick Zacagnini in support of the Motion, the First Amendment to the Amended and Restated Asset Purchase Agreement [Doc. 281-5], and exhibits 1 through 8 to the Debtors' witness and exhibit list for the July 1, 2026 Sale Hearing [Doc. 281], all stipulated to and admitted. The order confirms there are no further amendments or modifications of the Agreement as of its entry.
• The court found the sale outside a plan of reorganization neither impermissibly restructures creditors' rights nor impermissibly dictates the terms of a liquidating plan, and does not constitute a sub rosa chapter 11 plan.

Parties Involved

• Sellers: John Fitzgibbon Memorial Hospital, Inc., a Missouri nonprofit corporation, and Fitzgibbon Health Services, a Missouri nonprofit corporation d/b/a The Living Center, as debtors and debtors in possession (jointly administered, Case No. 26-40689-11, U.S. Bankruptcy Court for the Western District of Missouri).
• Purchaser: Strawberry Fields REIT, together with its affiliates and assigns, including without limitation American Medical Administrators, Inc. and its designee(s).
• The transaction documents split the Purchaser's roles: the Transition Services Agreement identifies Strawberry Fields REIT as the "Facility Buyer" purchasing the Assets, and separate American Medical Administrators entities (a new hospital operator and a new skilled nursing facility operator, collectively the "New Operator") as the parties that will provide the operating functions of the Facilities under a separate agreement with the Facility Buyer.
• The Purchaser is not an "insider" or an "affiliate" of the Debtors as those terms are defined in the Bankruptcy Code, and is a good-faith buyer entitled to the protections of section 363(m).
• Counsel to the Debtors: Spencer Fane LLP (Zachary R.G. Fairlie), which prepared and submitted the order. The order was approved by Lathrop GPM LLP (Brian M. Holland; the order does not identify its client); Greenberg Traurig, LLP, as attorneys for UMB Bank, N.A. as successor master trustee and bond trustee; Polsinelli (Andrew J. Nazar), as attorney for Community Bank of Marshall; and the U.S. Attorney's Office for the Western District of Missouri, as attorneys for the United States.

Assets Being Sold

• The Assets as defined in the Agreement. Under the Transition Services Agreement recitals, the Purchaser acquired substantially all of the assets of the Seller Parties used, useful, necessary for, held for use in, or related to the Facilities.
• The Facilities comprise the Debtors' licensed health care facilities located at 420 West Front St., Slater, Mo.; 2305 South Highway 65, Marshall, Mo.; and 212 College St., Pilot Grove, Mo. The exhibit listing the Facilities notes that additional addresses remain to be added for the entire campus and leaves the licensed services offered at each location blank.
• Upon Closing, all of the Debtors' interests in the Assets vest in the Purchaser free and clear of all Liens (other than Assumed Liabilities), with such Liens attaching only to the sale proceeds with the same priority, validity, force, and effect as they had against the Assets, subject to all claims and defenses the Debtors may possess. The order itself constitutes a full and complete general assignment, conveyance, and transfer of the Assets and/or a bill of sale transferring good and marketable, indefeasible title. Following the Closing Date, no holder of a Lien has any basis to interfere with the Purchaser's use and enjoyment of the Assets, and all entities are enjoined from taking any action that would adversely affect or interfere with the Debtors' ability to sell and transfer the Assets.
• All persons or entities in possession or control of any of the Assets are directed to surrender possession or control to the Purchaser on the Closing Date or at such later time as the Purchaser may request.
• MOB1: Notwithstanding any provision of the Agreement, the Transition Services Agreement, or the order, no lease or right of occupancy to MOB1 (a term the order uses but does not define) is assumed or assigned to the Purchaser, and the Debtors are not authorized to execute or agree to any new leases for MOB1 without further motion, notice, and order of the court. The order's self-executing free-and-clear implementation provisions are expressly made subject to this MOB1 restriction.

Consideration and Findings on Value

• The Debtors determined that the Purchaser submitted the highest or otherwise best offer for the Assets, a determination the court found to be a valid and sound exercise of the Debtors' business judgment. No other entity or group, including without limitation Cedar, offered to purchase the Assets for greater economic value to the estates.
• The court found that the total consideration provided by the Purchaser is the highest or otherwise best offer received, and that the Purchase Price constitutes (i) reasonably equivalent value under the Bankruptcy Code and the Uniform Fraudulent Transfer Act, (ii) fair consideration under the Uniform Fraudulent Conveyance Act, and (iii) reasonably equivalent value, fair consideration, and fair value under the laws of the United States, any state, territory or possession, or the District of Columbia. The order does not state the Purchase Price; the Agreement is not attached to the order.
• The court further found the Purchaser's offer fair and reasonable, in the best interests of the estates, creditors and other parties in interest, and full and adequate consideration for the Assets, and found the Agreement to be a valid and binding contract between the Debtors and the Purchaser, enforceable according to its terms.
• The Agreement was not entered into for the purpose of hindering, delaying, or defrauding the Debtors' present or future creditors.
• The sale, the terms and conditions of the Agreement (including all schedules, exhibits, and ancillary documents, including the Transition Services Agreement), and the transactions contemplated thereby are authorized and approved in all respects.

Marketing and Sale Process

• Through the marketing efforts and competitive sale process conducted, the Debtors (i) afforded all interested potential purchasers, including Cedar, a full, fair, and reasonable opportunity to submit their highest or otherwise best offer; (ii) provided all potential purchasers, including Cedar, with sufficient information upon request to make an informed judgment on whether to bid; and (iii) duly considered all bids submitted, including from Cedar, before the Sale Hearing.
• The court found the Debtors' disclosures concerning the Agreement, the transactions, the Sale Hearing, and the various interest expressed in and offers made on the Assets — including from Cedar — were good, complete, and adequate, and that the Debtors, the Purchaser, and their respective professionals each complied in good faith and in all respects with their obligations and duties.
• The Debtors' business reasons for the transaction include that: (i) the Agreement and Closing present the best opportunity to realize the Debtors' value on a going concern basis; (ii) there is substantial risk of deterioration of the Assets' value absent a prompt consummation; (iii) the Agreement constitutes the highest and best offer; and (iv) any other transaction, including with Cedar or pursuant to any currently viable plan of reorganization, would not have yielded a more favorable economic result.
• The Agreement was negotiated and entered into in good faith, on an arm's-length basis, and without collusion or fraud. Neither the Debtors nor the Purchaser engaged in conduct that would prevent application of section 363(m) or implicate section 363(n), and no party is entitled to damages or recovery under section 363(n).
• The Purchaser is entitled to all protections afforded a good-faith buyer under section 363(m), including with respect to the transfer of the Assumed Contracts. Reversal, modification, or vacatur of the order on appeal will not affect the validity or enforceability of any transfer, obligation, or right unless the order is stayed pending appeal.

Sale Free and Clear and Successor Liability

• The Assets are sold free and clear of all Liens — broadly defined to include, among other things, liens, claims, encumbrances, security interests, mortgages, pledges, taxes, court and governmental orders, conditional sale and title retention arrangements, pension and retiree medical liabilities, ERISA- and Internal Revenue Code-related liabilities, withdrawal liabilities, collective bargaining and labor practice agreement liabilities, retiree healthcare and life insurance claims, successor-liability theories, and third-party leasehold interests or licenses in the Assets — with such Liens attaching to the consideration received by the Debtors in the same priority and subject to the same defenses and avoidability as before Closing.
• Effective at Closing, the Purchaser's assumption of the Assumed Liabilities constitutes a legal, valid, and effective delegation of those liabilities to the Purchaser and divests the Debtors of all liability with respect to them.
• One or more of the standards of section 363(f) has been satisfied in each case. Lienholders that did not object or that withdrew objections are deemed to have consented under section 363(f)(2); objecting holders fall within one or more other subsections of section 363(f) and are adequately protected by attachment of their Liens to the corresponding sale proceeds.
• The court found that a sale other than one free and clear would be of substantially less value to the estates, and that the Purchaser would not have entered into the Agreement or consummated the sale if it were or could become liable for any Liens.
• The free-and-clear provisions are self-executing; neither the Debtors nor the Purchaser is required to execute or file releases, termination statements, assignments, or consents. Where lienholders fail to deliver termination statements or releases prior to Closing, the Debtors may execute and file such instruments on their behalf, and the Purchaser may file, register, or record a copy of the order as conclusive evidence of the release of all Liens, acting under a power of attorney to the extent necessary.
• Neither the Purchaser nor its affiliates is a successor to the Debtors or their estates. The transactions do not amount to a consolidation, merger, or de facto merger, and there is no substantial continuity, common identity, continuity of enterprise, or mere continuation. For these purposes, "affiliate" means each entity treated as a single employer with the Purchaser under Section 414 of the Internal Revenue Code.
• Other than the Assumed Liabilities and as expressly provided in the Agreement or the order, the Purchaser has no obligations with respect to any Excluded Liabilities, acquires the Assets free and clear of Excluded Liabilities to the extent they constitute a Lien, and is released by the Debtors with respect to such Excluded Liabilities. All persons, governmental units and holders of Liens arising out of or related to liabilities retained by the Debtors are barred from taking any action against the Purchaser or the Assets, including asserting any right of setoff, subrogation, or recoupment of any kind, on account of any liabilities of the Debtors other than the Assumed Liabilities. The Purchaser has not purchased any Excluded Assets, and holders of Liens in the Excluded Assets may not assert or prosecute such Liens against the Purchaser or the Assets.
• Successor-liability protections extend to claims under revenue, pension, ERISA, tax, labor, employment, antitrust, regulatory, investigatory, safety, consumer protection, intellectual property, business practices, and environmental law; products liability and product warranty doctrines; bulk sales laws; and pre-Closing tax obligations relating to the operation of the Assets. No bulk sale law or similar law of any state or jurisdiction applies to the transactions.
• All persons and entities holding claims or Liens against the Debtors or the Assets are forever barred, estopped, and permanently enjoined from asserting or pursuing such claims against the Purchaser, its affiliates, successors, or assigns, or against the Assets, except to the extent expressly included in the Assumed Liabilities or to enforce the Agreement.
• The Purchaser and its assignee are generally released by the Debtors and their estates from any and all claims the Debtors, or any party claiming derivatively through them, may have against the Purchaser, other than claims arising under the Agreement or as otherwise provided in the order.
• These successor-liability, injunction, and anti-setoff provisions are expressly qualified elsewhere in the order: Cardinal Health's setoff and/or recoupment rights are reserved; the United States' setoff and recoupment rights, police and regulatory powers, and property rights are preserved; successor liability attaches to claims arising under the assumed Medicare provider agreements under Medicare Program Law; and nothing in the order or the Agreement affects any liabilities under those Assumed Provider Agreements. See "Objections and Resolutions" below.

Allocation of Sale Proceeds

• Promptly following the Closing, the net cash proceeds of the sale will be paid by the Debtors as follows:
  • $320,958.60 to Healthcare Transactions Group;
  • $234,245.69 to AmerisourceBergen Drug Corporation, with the Debtors and AmerisourceBergen reserving all rights, claims, and defenses as to any additional amounts claimed to be owed;
  • Outstanding DIP Obligations, as defined in the court's Interim DIP Order [Doc. 237], consisting of New Money Loan principal and interest totaling approximately $4,137,000, plus fees to the DIP Lender; and
  • The remainder retained by the Debtors for use pursuant to an Approved Budget as defined in the Interim and Final DIP Orders, with the Debtors authorized — in consultation with the DIP Lender and pursuant to the Approved Budget — to make additional distributions to the DIP Lender on account of outstanding DIP Obligations without further court order.

Assumption and Assignment of Contracts

• The Debtors served a cure notice [Doc. 162] on each non-Debtor counterparty to the contracts and leases proposed to be assumed and assigned. Assumption and assignment is approved under sections 363 and 365, except with respect to contracts subject to pending Unresolved Assumption Objections [Docs. 196, 208, 213, 215, 218, 219, 222, 271, 276, 277, 278, and 283] — two of which, the Cardinal Health objection [Doc. 218] and the United amended cure objection [Doc. 219], receive separate treatment in the order.
• Except as to contracts subject to Unresolved Assumption Objections, the Debtors and the Purchaser satisfied the requirements of section 365, including sections 365(b)(1)(A) and (B) and 365(f). The Purchaser has demonstrated adequate assurance of future performance under sections 365(b)(1)(C) and 365(f)(2) with respect to all Assumed Contracts, including those subject to Unresolved Assumption Objections, and is not required to provide any further evidence of adequate assurance to any counterparty.
• Cure Costs:
  • Upon Closing, the Purchaser will pay all requisite cure amounts set forth in the Cure Notice or otherwise agreed between the parties for Assumed Contracts not subject to pending Unresolved Assumption Objections.
  • Cure Costs are fixed at the amounts set forth in the Cure Notice or as determined on the record of the Sale Hearing, and all non-Debtor counterparties are forever bound by such amounts. Counterparties that failed to timely object are permanently barred from challenging the validity and finality of their Cure Cost.
  • Payment of Cure Costs deems cured all defaults (monetary or otherwise) and actual or pecuniary losses under the Assumed Contracts, and counterparties are barred from asserting that additional amounts are due or that other defaults exist, including any default existing as of the Sale Hearing date that was not raised prior to or at the hearing.
  • For contracts subject to pending Unresolved Assumption Objections, the parties will cooperate and diligently pursue resolution. Within five business days of any post-Closing resolution, the Purchaser has sole and absolute discretion either to pay the Cure Cost promptly (and no later than five business days following resolution) or to designate the applicable executory contract as an Excluded Contract.
• Designation rights: Except as otherwise provided with respect to Unresolved Assumption Objections, on or before the date that is three days prior to the Closing Date, the Purchaser may provide written notice to the Sellers electing to (a) designate an executory contract (including a Desired Assumed Contract) as an Excluded Contract, whereupon it becomes an Excluded Asset and Excluded Liability, or (b) designate any executory contract, including one not previously identified, as a Desired Assumed Contract, whereupon it becomes a Purchased Asset and Assumed Contract conveyed at Closing — provided the contract is added prior to entry of any order approving its rejection and the assumption and assignment is approved by the court.
• Anti-assignment provisions: Provisions purporting to declare a breach, default, or payment right upon assignment or change of control are unenforceable, and provisions purporting to provide for additional payments, penalties, attorney fees, charges, or other financial accommodations in favor of counterparties have no force or effect, constituting unenforceable anti-assignment provisions under section 365(f) or otherwise unenforceable under section 365(e). Counterparties that did not object are deemed to have consented under sections 365(c) and 365(c)(1)(B).
• Counterparties are prohibited from charging any acceleration, fees, increases, or other expenses to the Purchaser as a result of the assumption and assignment. The Debtors and their estates are relieved of liability for any breach occurring from and after Closing pursuant to section 365(k).
• To the extent Assumption Objections remain unresolved, the court will set a further status conference and/or evidentiary hearing as appropriate. If an Unresolved Assumption Objection is not resolved within 30 days after entry of the order, either party may request a hearing.
• License to non-assumed property: With respect to real or personal property subject to an executory contract or unexpired lease that is not an Assumed Contract as of the date of the order, the Debtors will grant the Purchaser a general license to access, use, and exercise control over such property in the Purchaser's reasonable discretion, solely to the extent of the Debtors' own rights and through the effective date of any rejection; the Debtors may not seek rejection earlier than Aug. 28, 2026. Post-Closing access is at the Purchaser's sole expense and at no liability to the Debtors, on an as-is basis without representation or warranty, with the Purchaser responsible for damage and indemnifying the Debtors to the extent set forth in the Agreement.

Licenses, Permits, and Provider Numbers

• Except as otherwise set forth in the Agreement or the Transition Services Agreement, to the greatest extent available under applicable law, and to the extent provided for under the Agreement or the Transition Services Agreement, the Purchaser is authorized as of the Closing Date to operate under any license, provider number, permit, registration, and governmental authorization or approval of the Debtors with respect to the Assets, and all such authorizations are deemed transferred to the Purchaser as of the Closing Date. This authorization is subject to the United States objection resolution below, under which no Federal Interest — including billing numbers, national provider identifiers, provider transaction access numbers, licenses and permits — may be transferred without compliance with all terms of the Federal Interests and applicable non-bankruptcy law.
• Each federal, state, and local governmental agency or department is authorized to accept all documents and instruments necessary to consummate the transactions.
• To the maximum extent permitted by section 525, no governmental unit may revoke or suspend any permit or license relating to the operation of the transferred Assets on account of the filing or pendency of the chapter 11 cases or the consummation of the transactions; the order expressly does not expand the scope of section 525.

Objections and Resolutions

• All objections, responses, and requests for continuance concerning the Motion — including the objections of Cedar Health, LLC [Doc. 275], Community Bank of Marshall, Missouri [Doc. 274], and the U.S. Department of Health and Human Services [Doc. 200] — have been resolved in accordance with the order and the record of the Sale Hearing or, to the extent not withdrawn, waived, or settled, overruled and denied with prejudice, together with all reservations of rights contained therein. (The order defines "Cedar" as Cedar Holdings, LLC for purposes of its notice and marketing-process findings, while identifying the objecting party as Cedar Health, LLC.)
• Cardinal Health: Cardinal Health's setoff and/or recoupment rights, if any, are expressly reserved and will be addressed in connection with its limited objection to cure amounts [Doc. 218] and/or its motion for relief from stay to set off mutual prepetition obligations, or alternatively for recoupment of prepetition credits [Doc. 287]. Nothing in the order is an admission by the Debtors that Cardinal Health holds any such rights.
• United States objection resolution: Notwithstanding any contrary provision in the order, the Agreement, or any related document, nothing will (1) release, nullify, preclude, or enjoin enforcement of any police or regulatory power or any liability attaching to an owner, lessor, lessee, or operator of property after entry of the order; (2) affect the setoff or recoupment rights of the United States; (3) confer exclusive jurisdiction on the court except as set forth in 28 U.S.C. § 1334, as limited by any other provisions of the United States Code; (4) authorize the assumption, assignment, sale, or other transfer of any Federal Interests — including grants, grant funds, contracts, agreements, awards, task orders, property, intellectual property, patents, leases, certifications, applications, registrations, billing numbers, national provider identifiers, provider transaction access numbers, licenses, permits, covenants, inventory, guarantees, indemnifications, data, and records — without compliance with all terms of the Federal Interests and applicable non-bankruptcy law; (5) set cure amounts or require the United States to novate, approve, or consent to any such transfer of Federal Interests; (6) waive, alter, or limit the United States' property rights; or (7) expand the scope of 11 U.S.C. § 525.
  • The Debtors' Medicare Part A or Part B provider agreements will be assumed and assigned to the Purchaser or its assigns, which will accept assignment as if the agreements were executory contracts assumed and assigned under section 365, subject to regulatory approval under applicable non-bankruptcy law, including Title XVIII of the Social Security Act, 42 U.S.C. §§ 1395 et seq., and all applicable Medicare regulations, policies, and procedures (collectively, "Medicare Program Law").
  • In accordance with Medicare Program Law, including 42 C.F.R. § 489.18, successor liability attaches to any claim arising under the Assumed Provider Agreements, and payments to the assignees (or any future assignee) will be adjusted under 42 U.S.C. § 1395g(a) to account for prior overpayments and underpayments that may be determined in the future, regardless of whether they occurred before assignment. All setoff and recoupment rights under Medicare Program Law relating to the Assumed Provider Agreements are reserved, and nothing in the order, the Agreement, or any related document affects any liabilities under the Assumed Provider Agreements.
  • Nothing limits the authority of the Secretary of HHS to regulate Medicare enrollment or participation, or the authority of the Secretary, CMS, or its contractors to review, approve, deny, or pay Medicare claims in the ordinary course.
  • In the event of any inconsistency with the Agreement or related documents, as to the United States these provisions and federal law govern.
• UnitedHealthcare / Optum: The Purchaser and Debtors must provide UnitedHealthcare Insurance Company (with affiliates, including UnitedHealthcare of the Midwest, Inc.) and Optum Health Networks, Inc. at least 60 days' advance written notice of the effective date of either the assumption and assignment of a United Network Agreement or the Purchaser's irrevocable designation that such agreement will not be assumed and assigned.
  • The United Network Agreements comprise a Primary Care Physician Provider Group Services Agreement between the Hospital and OHN (effective Jan. 1, 2024); an Ancillary Provider Participation Agreement between Fitzgibbon Services and UHIC (effective July 1, 2018); a Facility Participation Agreement between the Hospital and UHIC (effective Feb. 1, 2006); and Medical Group Participation Agreements between UHIC and the Hospital (effective Jan. 1, 2006 and Jan. 1, 2010, respectively).
  • During the United TSA Period — running from the Closing Date through the earlier to occur of 120 days after Closing (unless extended in writing by United), the effective date of the Purchaser's irrevocable designation not to assume one or more United Network Agreements, or the effective date of a plan of reorganization or liquidation — the Purchaser may bill United, acting by and through the applicable Debtor, for claims for services rendered under the United Network Agreements during that period, using the applicable Debtor's tax identification number. The Purchaser is liable in all instances for any overpayments due to United accruing from payment of such claims, and United will tender payment for allowed claims to the bank account or payment address in its systems associated with the applicable Debtor's tax identification number.
  • The amended cure objection [Doc. 219] is adjourned to a date to be determined to the extent of any cure amounts due under the United Network Agreements.

Transition Services Agreement

• The Transition Services Agreement, in form and substance substantially consistent with the exhibit to the order (referred to in the order as Exhibit 1 and docketed as Exhibit A [Doc. 344-1]), is approved. It is made as of July 2026 and is effective at 12:00:00 a.m. CST on the Closing Date, among the New Hospital Operator and New SNF Operator (collectively, the "New Operator") and the Seller Parties — the Hospital, the skilled nursing facility, and any entity reorganized through the bankruptcy case. New Operator is engaged in the business of providing all operating functions of licensed healthcare facilities and will do so at the Facilities pursuant to a separate agreement with the Facility Buyer (Strawberry Fields REIT).
• The attached Transition Services Agreement is an unexecuted draft dated July 28, 2026. The New Operator entities are bracketed placeholders (a Delaware nonprofit corporation for the hospital operator, with the SNF operator's entity type left blank); the execution date and the recited Sale Order date are blank; the budget period is bracketed as eight weeks; the schedules of Clinical Personnel and their compensation, of Executive personnel, and the payor agreement and provider number columns of the payor exhibit are unpopulated; the facilities exhibit contemplates additional campus addresses; and the powers of attorney and business associate agreement are unsigned. The order approves the agreement only in form and substance substantially consistent with that draft, and permits the Debtors and Purchaser to modify it without further court order so long as the change substantially conforms to and effectuates the underlying agreements.
• Purpose and term: The parties seek an orderly transition and continuation of patient care while New Operator completes Credentialing with the listed Payors — Aetna, Ambetter, Blue Cross Blue Shield, Cigna, Healthy Blue, Home State Health, Humana, United Healthcare, and VACCN Optum — enters into or assumes Payor Agreements, and submits CMS Form 855A to the Centers for Medicare and Medicaid Services to report the change of ownership and transfer of the Sellers' Medicare provider numbers (the "CHOW"). The Term runs from the Effective Date through 11:59 p.m. CST on the earliest of (i) the date New Operator determines in its sole discretion that Credentialing and the assignment, assumption, or replacement of Payor Agreements are materially complete (on at least 10 days' prior written notice), (ii) the day before the 12-month anniversary of the Effective Date, or (iii) such earlier or later date agreed in writing, with the parties to use commercially reasonable efforts to complete the transition as soon as practicable. All outstanding amounts owing to New Operator become due and payable on the Termination Date.
• Seller covenants: The Seller Parties will use reasonable efforts to maintain their Payor Agreements and related Credentials in good standing; collaborate in good faith so that the acute care hospital, skilled nursing facility, and other clinical services operate in the ordinary course during the Term; cooperate with New Operator's Credentialing applications and the CHOW; and give prompt notice of exclusion or debarment events, disciplinary or enforcement actions, payor audits or investigations, and any termination, expiration, cancellation, or suspension of a Payor Agreement.
• Personnel: The Seller Parties will use commercially reasonable efforts to continuously employ the scheduled Clinical Personnel and all non-clinical personnel reasonably necessary to operate the Facilities, at the same compensation, titles, and job duties in effect the day before the Effective Date, until the earliest of the Employment Transition Date, voluntary resignation, or termination as provided in the agreement. Clinical Personnel may be terminated during the Term only for Cause (as defined), upon New Operator's notice that their services are no longer needed, or with New Operator's prior written consent. Transition Representatives will consult on all hiring, termination, and staffing decisions; except for Cause terminations, the Seller Parties will take New Operator's directive on personnel decisions, and New Operator holds a blocking position over hiring, termination, and staffing of Executives.
• Facilities and equipment: New Operator permits the Seller Parties non-exclusive access to the clinical, non-clinical, and administrative space at the Facilities and to the furnishings, equipment, and supplies (including a limited, revocable, non-transferable license to pre-loaded software) solely to perform their duties under the agreement, on an as-is, where-is basis with no warranties. As between the parties, New Operator holds title or the leasehold interests in the Facilities and the furnishings, equipment, and supplies; the Sellers may not remove or alter them without consent, are responsible for damage caused by their gross negligence or willful misconduct, and must vacate on expiration or termination. The Sellers must also maintain professional liability coverage for Clinical Personnel and workers' compensation and other required employment insurance, subject to reimbursement by New Operator.
• Control of practice: The agreement establishes an independent contractor relationship. New Operator will not provide services constituting the practice of medicine and will not exercise control over the independent professional judgment of Clinical Personnel; subject to the Purchase Agreement and Sale Order, the Seller Parties remain in control of their medical practice during the Term.
• Billing and consideration: Fees arising from goods and services rendered at the Facilities during the Term are billed in the Sellers' name and under their tax identification or provider numbers and remain the Sellers' property, subject to the consideration provisions. Monthly, the Seller Parties will pay New Operator an amount equal to the total fees and reimbursements collected with respect to clinical and non-clinical services provided at the Facilities during the Term, against which New Operator must reimburse the Sellers for Service Fees and Expenses and Incurred FF&E Capital Expenditures within five business days of receiving supporting documentation; the Sellers may offset and remit the difference monthly. New Operator is responsible for equipping the Facilities and for all maintenance, repair, and replacement of the Furnishings, Equipment and Supplies.
• Security interest and receivables: The Seller Parties grant New Operator a first-priority senior and continuing security interest in accounts, accounts receivable, health-care-insurance receivables, contract rights, and reimbursement rights arising during the Term at the Facilities, together with proceeds; the Collateral excludes Excluded Assets. Pre-Closing Accounts Receivable are expressly carved out — the Sellers continue to collect and retain those proceeds during the Term, New Operator's liens do not attach to them, and after the Term New Operator will collect and remit any such collections to the Sellers by the last calendar day of each month, without any obligation to undertake affirmative collection efforts. The Sellers may request an accounting of uncollected Pre-Closing Accounts Receivable for one year after the Term.
• Powers of attorney and reconciliation: The Seller Parties appoint New Operator or its affiliate as their true and lawful agent and attorney-in-fact in substantially the form attached to the agreement, under which any officer of the operator may endorse for deposit into the operator's trust account any check or negotiable instrument payable to the applicable Seller. New Operator will periodically reconcile the parties' accounts during the Term at any party's request. Separately, after the Term and until all sums due to New Operator are paid in full, New Operator may elect to collect some or all of the Sellers' outstanding accounts receivable generated during the Term and apply the proceeds to those sums.
• Budget and oversight: The Facilities will operate within a rolling eight-week budget established by the Transition Representatives, with the initial budget agreed as of the Effective Date. Modifications or disbursements outside 110% of projected disbursements — other than employee health insurance payments, which are not subject to the Budget — require the prior written consent of New Operator's Transition Representative. New Operator's Transition Representative has full and complete access to business operations and records, and the Sellers will provide monthly profit/loss statements by department, bi-weekly payroll reports, general ledger trial balance reports, daily dashboard reporting of volume utilization indicators against Budget, revenue cycle reports identifying the status of all billable claims by Payor, ER/OR/Med Surg/HOPD daily volumes, provider schedules and productivity, and staff schedules.
• Upon notice that New Operator or its affiliate has received Credentials, entered into the Payor Agreements, and completed the CHOW, the Sellers will promptly cease providing the applicable clinical services, New Operator or its affiliate will continue those services and bill in its own name (subject to patient choice of provider), and the Sellers will transfer custody of the applicable patient records subject to any required patient or vendor consent. The parties also acknowledge that the fees under the agreement represent negotiated fair market value and are not in return for referrals or increased patient volume, and are not a splitting or sharing of fees.
• Other terms: Each party indemnifies the others for losses arising from its breach; neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages. A Business Associate Agreement addressing HIPAA and HITECH compliance is incorporated as an exhibit. The agreement is governed by Missouri law, with exclusive venue in state or federal court in Saline County, Missouri, a prevailing-party legal expense provision, and a jury trial waiver. Assignment requires prior written consent, except that New Operator may assign to affiliates, to a purchaser of all or substantially all of its assets or successor by merger, or collaterally to a lender.
• The Agreement and any related agreements, including the Transition Services Agreement, may be waived, modified, amended, or supplemented by agreement of the Debtors and the Purchaser without further court order, provided any such change substantially conforms to and effectuates the underlying agreements.

Closing and Effectiveness

• The Debtors are authorized to fully perform under, consummate, and implement the Agreement and all related instruments, including the Transition Services Agreement, and to execute deeds, assignments, and other instruments of transfer without further corporate action or further order of the court. The court found the Debtors have full corporate power and authority and that no consents or approvals beyond those expressly provided in the Agreement are required, and that consummation is legal, valid, and properly authorized under sections 105(a), 363(b), 363(f), 363(m), 365(b), and 365(f).
• The Debtors may file with any secretary of state or other governmental official all certificates, agreements, or amendments necessary to effectuate the transactions, including amended and restated articles of incorporation and bylaws; the order constitutes all approvals and consents required by Missouri corporation law and other applicable business corporation, trust, and other laws, including for a change of the Debtors' corporate name.
• The court found that time is of the essence and that consummation within the time constraints of the Agreement is essential to maximize the value of the Assets and preserve the going-concern viability of the Debtors' business; accordingly, the stays contemplated by Bankruptcy Rules 6004 and 6006 are inapplicable.
• Notwithstanding Bankruptcy Rules 6004, 6006, and 7062, the order is effective and enforceable immediately upon entry and is self-executing. Absent a stay pending appeal, the Debtors and the Purchaser are free to close at any time, subject to the terms of the Agreement.
• Neither the Purchaser nor the Debtors is obligated to proceed with Closing unless and until all conditions precedent to their respective obligations have been met, satisfied, or waived in accordance with the Agreement.
• The Purchaser is not required to seek or obtain relief from the automatic stay to enforce its remedies under the Agreement or any other sale-related document, and section 362 is waived and/or modified to that extent, without expanding the Purchaser's substantive rights.
• The order is a final and appealable order within the meaning of 28 U.S.C. § 158(a); the court expressly found no just reason for delay and directed entry of judgment.

Notice and Jurisdiction

• Notice of the Motion, the Agreement, the transactions, and the Sale Hearing was provided in accordance with sections 102(1) and 363(b), Bankruptcy Rules 2002, 6004, 9006, 9007, 9008, and 9014, the local rules, and constitutional due process, as evidenced by certificates of service [Docs. 132, 153, 179, 181]. No further notice is required.
• Parties served included the U.S. Trustee; counsel to the DIP Lender; parties known or appearing to assert liens on the Assets; known counterparties to Assumed Contracts; the IRS; the U.S. Attorney for the Western District of Missouri; the Missouri Attorney General; the Missouri Departments of Revenue, Social Services, and Health and Senior Services; CMS; HHS; Cedar Holdings, LLC; Community Bank of Marshall, Missouri; the Debtors' 30 largest unsecured creditors; and all parties entitled to notice under Bankruptcy Rule 2002. The court also found notice satisfied the requirements of the Missouri Nonprofit Corporation Act, including Mo. Ann. Stat. § 355.656.
• The court has jurisdiction under 28 U.S.C. §§ 157 and 1334; the matter is a core proceeding under 28 U.S.C. § 157(b)(2); and venue is proper under 28 U.S.C. §§ 1408 and 1409. The court retains exclusive jurisdiction to enforce the order and the Agreement and to decide all related disputes, including those concerning the transfer of the Assets free and clear of all Liens.
• To the extent any provision of the order conflicts with the Agreement, the order governs; the failure to include any particular provision of the Agreement or related agreements in the order does not diminish or impair that provision, the intent being that those agreements are approved in their entirety. The order binds and governs the acts of all entities, persons, and governmental units, including filing agents and officers, title agents and companies, recorders of mortgages and deeds, registrars, administrative agencies, secretaries of state, and federal and local officials, each of whom is directed to accept for filing the documents necessary to consummate the transactions. The provisions of the order are non-severable and mutually dependent, bind successors and any subsequently appointed chapter 11 or chapter 7 trustee, and survive any conversion or dismissal of the case; no order, plan of reorganization, or plan of liquidation may conflict with or modify the Agreement or the order.

Key Dates

• Petition Date: April 21, 2026
• Amended and Restated Asset Purchase Agreement: dated May 29, 2026; effective as of April 20, 2026
• First Amendment to the Amended and Restated Asset Purchase Agreement: June 30, 2026 [Doc. 281-5]
• Sale Hearing: July 1, 2026
• Sale Order Entered: Aug. 10, 2026
• Transition Services Agreement draft: dated July 28, 2026; execution date left blank as July [__], 2026; effective at 12:00:00 a.m. CST on the Closing Date
• Earliest date the Debtors may seek rejection of non-assumed executory contracts and unexpired leases: Aug. 28, 2026
• Purchaser contract designation deadline: three days prior to the Closing Date (the order does not fix a Closing Date; absent a stay pending appeal, the parties may close at any time subject to the Agreement)
• Hearing request on Unresolved Assumption Objections: available if unresolved within 30 days after entry of the order
• United Network Agreements notice: at least 60 days' advance written notice of assumption and assignment or of an irrevocable designation not to assume
• United TSA Period: Closing Date through the earliest of 120 days after Closing (subject to written extension by United), the effective date of a non-assumption designation, or the effective date of a plan of reorganization or liquidation
• Transition Services Agreement Term: from the Closing Date through the earliest of material completion of Credentialing and Payor Agreement transition (on 10 days' notice), the day before the 12-month anniversary of the Effective Date, or such other date agreed in writing