Verity Health System of California, Inc.

I. Introduction

At the above-captioned date and time, the Court conducted a Status Conference regarding the Asset Purchase Agreement (the “APA”) under which Strategic Global Management (“SGM”) agreed to purchase the Debtors’ four remaining hospitals (the “Hospitals,” and the sale transaction, the “SGM Sale”). For the reasons set forth below, the Court finds that as of November 19, 2019, all conditions precedent to SGM’s obligation to close had been satisfied. Accordingly, pursuant to § 1.3 of the APA, SGM is obligated to close the SGM Sale by no later than December 5, 2019.

II. Findings and Conclusions

A. Adjudication of SGM’s Obligations Under the APA Does Not Require an Adversary Proceeding At the outset, the Court rejects SGM’s contention that the Court is required adjudicate issues pertaining to SGM’s obligations under the APA within the context of an adversary proceeding. SGM asserts that not all conditions precedent to closing have been satisfied. Specifically, SGM maintains that the Debtors have failed to comply with certain of the conditions and obligations imposed upon them by the APA, and that these alleged failures to perform have resulted in a Material Adverse…