26 Jan 2026, Monday

26 Jan 2026, Monday

Prioritized Daily Task

10 am - fill rental car with gas and return to Enterprise 

I was up at 6 am and had my personal prayer.  Everyone was still sleeping.  I waited until they were up before I called Debbie, and we had prayer together.  Tucker came in before 7 am and got his clothes for seminary and school.  Beth got up and woke Maggie and Andrew.  I called Soda Stream, who charged my CitiBank Visa card $48.36 for 3 C0-2 canisters. I return them when I am down to one full canister and order refills. I called Soda Stream at 800-763-2258 and spoke with Rebecca.  She is refunding the $48.36 and sent this email. "Just wanted to let you know that some items in your SodaStream order have been refunded.  Total amount refunded: $48.36 USD."  I tried to call Jan Morris and Angela last night, but there was no answer, and they did not call me back.  I sent Jan a text this morning asking them to please call me.  I received an email from Jason Kelley, Elder's Quorum Ministering Secretary, and I scheduled an appointment for 2:10 PM, Sunday, Feb 8, to report.  I confirmed a dental appointment on Monday, Feb. 2nd at Thanksgiving Dental.  I took Maggie to school and then filled the rental car with gas.  I turned it in and asked for consideration on the extra days and additional insurance charges.  I also talked to the Enterprise office at the Fresno Airport.  The manager there has to OK any adjustments.  Rich, our attorney, is sending a letter of acceptance of the offer to purchase A&M Investment with some requirements that they give us more time to close the loan with the Bank,  leases on the NHs brought up to HUD requirements,  and confirmation of the number of CON beds attached to each home.  Beth picked me up at the 26181 Avenida Aeropuerto Steb, San Juan Capistrano Enterprise Office.  I spent the day working on proofreading and editing my 1985 journal. Beth went to the Gym to exercise and play pickleball.  I ordered dinner for the family here so Beth would not have to cook.  Later, I called Debbie, and we had prayer.  She is filling in at the temple tomorrow,  1st shift on Tuesday.  She has to get up early to be at the Saratoga Springs Temple at 5:10 am.   Later, I had family prayer with Beth and the children.  Afterwards, Beth, Tucker, and Andrew read scriptures and told stories, asked and answered questions.  Beth found me a sheet and more blankets for my bed.  I got cold in Tucker's room last night.  I worked some in the month of May in my 1985 journal to proofread and edit.  I worked on preparing my journal to make daily entries this week and for part of the following week.  I brushed my teeth, had my personal prayer, and went to bed.

Note:    Email attachment accepting the offer to purchase

RICHARD D. FAULKNER, JR.

Direct Dial: 423.209.4210

Direct Fax: 423.752.9529

633 CHESTNUT STREET

SUITE 1900

CHATTANOOGA, TENNESSEE 37450

PHONE: 423.756.2010

FAX: 423.756.3447

Email Address: rfaulkner@bakerdonelson.com www.bakerdonelson.com

January 26, 2026

Via Overnight and Email:

JStrupe@smf-law.com

John Strupe, Esq.

Stewart, Melvin & Frost, LLP

Hunt Tower Suite, 600

200 Main Street

Gainesville, GA 30501

Re: Proposed Sale of Membership Interests in A & M Investment Group, LLC by

Janie Morris Dunman and Richard Wayne Abercrombie, Jr., as executor of the

Estate of Wayne A. Abercrombie

Dear Mr. Strupe:

This Firm represents Mr. James L. McAlpin in connection with the proposed purchase of membership interests in A & M Investment Group, LLC from Janie Morris Dunman and Wayne A. Abercrombie’s estate.  I understand that Steven Cornelison, Esq. has retired and that you are now handling this file on behalf of Ms. Morris Dunman.  

We have received the letter from Mr. Cornelison dated November 12, 2025, attaching a proposed sales offer and Membership Interest Purchase Agreement (MIPA) for the membership interests of A & M Investment Group, LLC. We understand that A & M Investment Group, LLC owns two subsidiary limited liability companies that each owns the assets of a licensed nursing facility, including all of the operating assets and the certificate of need rights associated with each facility.

I tried to reach your office over the weekend and today. I understand from your email this afternoon that you are not available until tomorrow, which is after the purported deadline in Mr. Cornelison’s letter. In light of that deadline, my client asked me to send this letter today.  

I wanted to share some background information and focus on next steps. Please be advised that Mr. McAlpin believes that he discussed a purchase with the sellers and was expecting a sales price they would be willing to accept under normal membership interest sales terms. Instead, he received a letter purporting to be a notice of first offer under Section 14.01 of the Operating Agreement. Mr. McAlpin was not aware of another offeror for the membership interests until last Friday. That information was both surprising to him and material information that appears to have been known to the sellers and/or the manager of the company and not disclosed to Mr. McAlpin.

Upon receipt of the November letter, Mr. McAlpin began working on raising capital for the purchase. He engaged one of the premier long term care lenders, Berkadia Commercial Mortgage LLC, who has now completed underwriting and is prepared to move forward to closing in approximately 30 days. In the course of obtaining underwriting information, Mr. McAlpin had to contact the operator of the nursing facilities on several occasions for information and documents, solely for the purpose of facilitating his purchase of the sellers’ membership interests.

As we were not able to connect today, please regard this letter as an acceptance of the November 12, 2025 offer.

I look forward to talking with you at your earliest convenience. 

With kindest personal regards, I remain

Sincerely,

Richard Faulkner

Richard D. Faulkner, Jr.

For the Firm

cc: James L. McAlpin