In re BANKRUPTCY LEGAL NOTICE IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA GUARDIAN ELDER CARE AT JOHNSTOWN, LLC, d/b/a/ RICHLAND HEALTHCARE AND REHABILITATION CENTER, et al., Debtors/Movants. Chapter 11 Case No. 24-70299 (JAD) Jointly Administered Related to Docket Nos. 204 and 376 NOTICE OF PROPOSED SALE OF SUBSTANTIALLY ALL OF OWNED FACILITIES DEBTORS' ASSETS, BID PROCEDURES, AUCTION, AND SALE HEARING PLEASE TAKE NOTICE that the Debtors, by and through their undersigned counsel, sought approval from the United States Bankruptcy Court for the Western District of Pennsylvania (the "Court") to effectuate the sale of substantially all of the Debtors' assets, other than Excluded Assets [Docket. No. 204] (the "Motion"). PLEASE TAKE FURTHER NOTICE that, pursuant to the Motion, the Debtors seek to sell substantially all of their assets (the "Purchased Assets") to the Stalking Horse Bidders or any other Successful Bidder, free and clear of all liens, claims, encumbrances, and other interests to the fullest extent permitted under 11 U.S.C. $ 363() and other applicable law. For ease of reference, the Debtors are identified below by reference to the nursing facilities they respectively own and operate: Debtor(s) Guardian Elder Care at Beaver Falls, LLC GEC Beaver Falls Real Estate, LLC Guardian Elder Care at Bethel Park, LLC GEC Bethel Park Real Estate, LLC Guardian Elder Care at Brockway, LLC GEC Highland View, LP Guardian Elder Care at Fairmont, LLC GEC Fairmont Real Estate, LLC Guardian Elder Care at Greensburg, LLC GEC Greensburg Real Estate, LLC Guardian Elder Care at Lower Burrell, LLC GEC Lower Burrell Real Estate, LLC Guardian Elder Care at Monongahela, LLC GEC Monongahela Real Estate, LLC Guardian Elder Care at Munhall, LLC GEC Munhall Real Estate, LLC Relevant Owned Facility Beaver Valley Healthcare and Rehabilitation Center Meadowcrest Healthcare and Rehabilitation Center Highland View Healthcare and Rehabilitation Center Fairmont Healthcare and Rehabilitation Center Oak Hill Healthcare and Rehabilitation Center Belair Healthcare and Rehabilitation Center Havencrest Healthcare and Rehabilitation Center Eldercrest Healthcare and Rehabilitation Center PLEASE TAKE FURTHER NOTICE that on September 6, 2024, the Court entered the Order () Approving Bid Procedures for Sale of Substantially All of Owned Facilities Debtors' Assets, other than Excluded Assets, Free and Clear of All Liens, Claims, Encumbrances, and Interests, (1) Approving Stalking Horse Bid Protections, () Scheduling Auction for and Hearing to Approve Sale of Substantially All of Owned Facilities Debtors' Assets, (IV) Approving Form and Manner of Notice of Sale, Auction, and Sale Order Hearing, (V) Approving Assumption and Assignment Procedures, and (M) Granting Related Relief [Docket No. 376] (the "Bid Procedures Order) The Bid Procedures Order approved the bid procedures (the "Bid Procedures") attached as Exhibit 1 to the Bid Procedures Order. The Bid Procedures set the key dates and times related to the sale of the Purchased Assets and assumption and assignment of the executory contracts and unexpired leases. PLEASE TAKE FURTHER NOTICE that copies of the Bid Procedures Order, all related exhibits, including the Bid Procedures, and any other filings related to the foregoing, are available for free on the website of Debtors' notice agent, Omni Agent Solutions, Inc., at https://omniagentsolutions.com/Guardian. PLEASE TAKE FURTHER NOTICE that the deadline by which all Qualified Bids for the Purchased Assets must be actually received by the parties specified in the Bid Procedures is October 2, 2024, at 5:00 p.m. (prevailing Eastern Time). PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Bid Procedures Order, if one or more Qualified Bids (in addition to the Stalking Horse Bid) are received by the Bid Deadline, an auction ("Auction") to sell the Purchased Assets will take place at 10:00 a.m. (prevailing Eastem Time) on October 10, 2024 at the offices of: (a) Saul Ewing LLP, One PPG Place, Suite 3010, Pittsburgh, PA 15222, or (b) such other location, in each case as the Debtors designate and shall be timely communicated to all persons entitled to attend the Auction. The Debtors may cancel the Auction pursuant to the Bid Procedures. PLEASE TAKE FURTHER NOTICE that, if the Debtors do not timely receive more than one Qualified Bid, the Debtors will not conduct the Auction and, instead, will (a) file a notice with the Court identifying the Stalking Horse Agreements as the Successful Bid for the Purchased Assets and (b) promptly seek the Court's approval of the sale of the Purchased Assets to the Stalking Horse Bidders, free and clear of all liens, claims, encumbrances, and other interests to the fullest extent permitted under 11 U.S.C.§ 363(f) and other applicable law. PLEASE TAKE FURTHER NOTICE that a hearing will be held to approve the sale of the Purchased Assets to the Successful Bidder (the "Sale Hearing") before the United States Bankruptcy Court for the Westem District of Pennsylvania, Courtroom D, U.S. Steel Building, 600 Grant St., 54th Fl., Pittsburgh, PA 15219 on October 15, 2024, at 2:00 p.m. (prevailing Eastern Time), or at such time thereafter as counsel may be heard or at such other time as the Court may determine. The Sale Hearing may be adjourned from time to time without further notice to creditors or parties in interest other than by filing a notice on the Court's docket for the Chapter 11 Cases or the making of an announcement at the Sale Hearing. PLEASE TAKE FURTHER NOTICE that objections to the Sale, if any, (i) must be in writing, () conform to the applicable provisions of the Bankruptcy Code, Bankruptcy Rules, and Local Rules, (iii) state with particularity the legal and factual basis for the objection, and (iv) be filed with the Court no later than October 8, 2024, at 5:00 p.m. (prevailing Eastern Time) by the Court. FAILURE TO ABIDE BY THE BID PROCEDURES, THE BID PROCEDURES ORDER, OR ANY OTHER ORDER OF THE BANKRUPTCY COURT IN THE CHAPTER 11 CASES MAY RESULT IN THE REJECTION OF YOUR BID FOR THE PURCHASED ASSETS. PLEASE TAKE FURTHER NOTICE THAT ANY PARTY OR ENTITY WHO FAILS TO TIMELY FILE AND SERVE AN OBJECTION TO THE SALE BEFORE THE OBJECTION DEADLINE IN ACCORDANCE WITH THE BID PROCEDURES ORDER SHALL BE DEEMED TO HAVE CONSENTED TO THE SALE(S) AND FOREVER BARRED FROM ASSERTING ANY OBJECTION TO THE SALE(S), INCLUDING WITH RESPECT TO THE TRANSFER OF THE PURCHASED ASSETS TO THE SUCCESSFUL BIDDER FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES, AND OTHER INTERESTS THAT SUCH PARTY OR ENTITY MAY HAVE AGAINST THE DEBTORS OR THE PURCHASED ASSETS. Dated: September 9, 2024, SAUL EWING LLP, By: /s/ Jeffrey C. Hampton, Jeffrey C. Hampton (PA Bar No. 59131), 1500 Market Street, 38th Floor, Philadelphia, PA 19102, Telephone: (215) 972-7884, Email: jeffrey.hampton@saul.com-and- Mark Minuti (admitted pro hac vice), Monique B. DiSabatino (PA Bar No. 306448) (admitted pro hac vice), Paige N. Topper (admitted pro hac vice), 1201 N. Market Street, Suite 2300, Wilmington, DE 19801, Telephone: (215) 972-7884, Email: mark. minuti@saul.com, monique.disabatino@saul.com, paige.topper@saul.com, Counsel for Debtors and Debtors in Possession The last four digits of Guardian Elder Care at Johnstown, LLC d/b/a Richland Healthcare and Rehabilitation Center's federal tax identification number are 7907. Due to the large number of debtor entities in these Chapter 11 Cases, a complete list of the Debtors and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such information may be obtained on the website of the Debtors' claims and noticing agent at https://omniagentsolutions. com/Guardian. The Debtors' mailing address is: 8796 Route 219, Brockway, Pennsylvania 15824. All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Motion or Bid Procedures Order (as defined below), as applicable. adno=347752 In re BANKRUPTCY LEGAL NOTICE IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA GUARDIAN ELDER CARE AT JOHNSTOWN , LLC , d / b / a / RICHLAND HEALTHCARE AND REHABILITATION CENTER , et al . , Debtors / Movants . Chapter 11 Case No. 24-70299 ( JAD ) Jointly Administered Related to Docket Nos . 204 and 376 NOTICE OF PROPOSED SALE OF SUBSTANTIALLY ALL OF OWNED FACILITIES DEBTORS ' ASSETS , BID PROCEDURES , AUCTION , AND SALE HEARING PLEASE TAKE NOTICE that the Debtors , by and through their undersigned counsel , sought approval from the United States Bankruptcy Court for the Western District of Pennsylvania ( the " Court " ) to effectuate the sale of substantially all of the Debtors ' assets , other than Excluded Assets [ Docket . No. 204 ] ( the " Motion " ) . PLEASE TAKE FURTHER NOTICE that , pursuant to the Motion , the Debtors seek to sell substantially all of their assets ( the " Purchased Assets " ) to the Stalking Horse Bidders or any other Successful Bidder , free and clear of all liens , claims , encumbrances , and other interests to the fullest extent permitted under 11 U.S.C. $ 363 ( ) and other applicable law . For ease of reference , the Debtors are identified below by reference to the nursing facilities they respectively own and operate : Debtor ( s ) Guardian Elder Care at Beaver Falls , LLC GEC Beaver Falls Real Estate , LLC Guardian Elder Care at Bethel Park , LLC GEC Bethel Park Real Estate , LLC Guardian Elder Care at Brockway , LLC GEC Highland View , LP Guardian Elder Care at Fairmont , LLC GEC Fairmont Real Estate , LLC Guardian Elder Care at Greensburg , LLC GEC Greensburg Real Estate , LLC Guardian Elder Care at Lower Burrell , LLC GEC Lower Burrell Real Estate , LLC Guardian Elder Care at Monongahela , LLC GEC Monongahela Real Estate , LLC Guardian Elder Care at Munhall , LLC GEC Munhall Real Estate , LLC Relevant Owned Facility Beaver Valley Healthcare and Rehabilitation Center Meadowcrest Healthcare and Rehabilitation Center Highland View Healthcare and Rehabilitation Center Fairmont Healthcare and Rehabilitation Center Oak Hill Healthcare and Rehabilitation Center Belair Healthcare and Rehabilitation Center Havencrest Healthcare and Rehabilitation Center Eldercrest Healthcare and Rehabilitation Center PLEASE TAKE FURTHER NOTICE that on September 6 , 2024 , the Court entered the Order ( ) Approving Bid Procedures for Sale of Substantially All of Owned Facilities Debtors ' Assets , other than Excluded Assets , Free and Clear of All Liens , Claims , Encumbrances , and Interests , ( 1 ) Approving Stalking Horse Bid Protections , ( ) Scheduling Auction for and Hearing to Approve Sale of Substantially All of Owned Facilities Debtors ' Assets , ( IV ) Approving Form and Manner of Notice of Sale , Auction , and Sale Order Hearing , ( V ) Approving Assumption and Assignment Procedures , and ( M ) Granting Related Relief [ Docket No. 376 ] ( the " Bid Procedures Order ) The Bid Procedures Order approved the bid procedures ( the " Bid Procedures " ) attached as Exhibit 1 to the Bid Procedures Order . The Bid Procedures set the key dates and times related to the sale of the Purchased Assets and assumption and assignment of the executory contracts and unexpired leases . PLEASE TAKE FURTHER NOTICE that copies of the Bid Procedures Order , all related exhibits , including the Bid Procedures , and any other filings related to the foregoing , are available for free on the website of Debtors ' notice agent , Omni Agent Solutions , Inc. , at https://omniagentsolutions.com/Guardian . PLEASE TAKE FURTHER NOTICE that the deadline by which all Qualified Bids for the Purchased Assets must be actually received by the parties specified in the Bid Procedures is October 2 , 2024 , at 5:00 p.m. ( prevailing Eastern Time ) . PLEASE TAKE FURTHER NOTICE that , pursuant to the terms of the Bid Procedures Order , if one or more Qualified Bids ( in addition to the Stalking Horse Bid ) are received by the Bid Deadline , an auction ( " Auction " ) to sell the Purchased Assets will take place at 10:00 a.m. ( prevailing Eastem Time ) on October 10 , 2024 at the offices of : ( a ) Saul Ewing LLP , One PPG Place , Suite 3010 , Pittsburgh , PA 15222 , or ( b ) such other location , in each case as the Debtors designate and shall be timely communicated to all persons entitled to attend the Auction . The Debtors may cancel the Auction pursuant to the Bid Procedures . PLEASE TAKE FURTHER NOTICE that , if the Debtors do not timely receive more than one Qualified Bid , the Debtors will not conduct the Auction and , instead , will ( a ) file a notice with the Court identifying the Stalking Horse Agreements as the Successful Bid for the Purchased Assets and ( b ) promptly seek the Court's approval of the sale of the Purchased Assets to the Stalking Horse Bidders , free and clear of all liens , claims , encumbrances , and other interests to the fullest extent permitted under 11 U.S.C.§ 363 ( f ) and other applicable law . PLEASE TAKE FURTHER NOTICE that a hearing will be held to approve the sale of the Purchased Assets to the Successful Bidder ( the " Sale Hearing " ) before the United States Bankruptcy Court for the Westem District of Pennsylvania , Courtroom D , U.S. Steel Building , 600 Grant St. , 54th Fl . , Pittsburgh , PA 15219 on October 15 , 2024 , at 2:00 p.m. ( prevailing Eastern Time ) , or at such time thereafter as counsel may be heard or at such other time as the Court may determine . The Sale Hearing may be adjourned from time to time without further notice to creditors or parties in interest other than by filing a notice on the Court's docket for the Chapter 11 Cases or the making of an announcement at the Sale Hearing . PLEASE TAKE FURTHER NOTICE that objections to the Sale , if any , ( i ) must be in writing , ( ) conform to the applicable provisions of the Bankruptcy Code , Bankruptcy Rules , and Local Rules , ( iii ) state with particularity the legal and factual basis for the objection , and ( iv ) be filed with the Court no later than October 8 , 2024 , at 5:00 p.m. ( prevailing Eastern Time ) by the Court . FAILURE TO ABIDE BY THE BID PROCEDURES , THE BID PROCEDURES ORDER , OR ANY OTHER ORDER OF THE BANKRUPTCY COURT IN THE CHAPTER 11 CASES MAY RESULT IN THE REJECTION OF YOUR BID FOR THE PURCHASED ASSETS . PLEASE TAKE FURTHER NOTICE THAT ANY PARTY OR ENTITY WHO FAILS TO TIMELY FILE AND SERVE AN OBJECTION TO THE SALE BEFORE THE OBJECTION DEADLINE IN ACCORDANCE WITH THE BID PROCEDURES ORDER SHALL BE DEEMED TO HAVE CONSENTED TO THE SALE ( S ) AND FOREVER BARRED FROM ASSERTING ANY OBJECTION TO THE SALE ( S ) , INCLUDING WITH RESPECT TO THE TRANSFER OF THE PURCHASED ASSETS TO THE SUCCESSFUL BIDDER FREE AND CLEAR OF ALL LIENS , CLAIMS , ENCUMBRANCES , AND OTHER INTERESTS THAT SUCH PARTY OR ENTITY MAY HAVE AGAINST THE DEBTORS OR THE PURCHASED ASSETS . Dated : September 9 , 2024 , SAUL EWING LLP , By : / s / Jeffrey C. Hampton , Jeffrey C. Hampton ( PA Bar No. 59131 ) , 1500 Market Street , 38th Floor , Philadelphia , PA 19102 , Telephone : ( 215 ) 972-7884 , Email : jeffrey.hampton@saul.com-and- Mark Minuti ( admitted pro hac vice ) , Monique B. DiSabatino ( PA Bar No. 306448 ) ( admitted pro hac vice ) , Paige N. Topper ( admitted pro hac vice ) , 1201 N. Market Street , Suite 2300 , Wilmington , DE 19801 , Telephone : ( 215 ) 972-7884 , Email : mark . minuti@saul.com , monique.disabatino@saul.com , paige.topper@saul.com , Counsel for Debtors and Debtors in Possession The last four digits of Guardian Elder Care at Johnstown , LLC d / b / a Richland Healthcare and Rehabilitation Center's federal tax identification number are 7907 . Due to the large number of debtor entities in these Chapter 11 Cases , a complete list of the Debtors and the last four digits of their federal tax identification numbers is not provided herein . A complete list of such information may be obtained on the website of the Debtors ' claims and noticing agent at https : // omniagentsolutions . com / Guardian . The Debtors ' mailing address is : 8796 Route 219 , Brockway , Pennsylvania 15824 . All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Motion or Bid Procedures Order ( as defined below ) , as applicable . adno = 347752