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UNITED STATES DISTR ICT COURT

SOUTHERN DISTR ICT OF M ISS ISS IPPI
NORTHERN DIVISION

SECURITIES AND EXCHANGE Case No. 3:18-cv-252

COMMISSION,

Plaintiff, Hon. Carlton W. Reeves, District Judge

v. Hon. F. Keith Ball, Magistrate Judge

ARTHUR LAMAR ADAMS AND
MADISON TIMBER PROPERTIES, LLC,

Defendants.

ORDER APPROVING THE SALE OF REAL PROPERTY

On April 10, 2019, the Court entered an order that adopted procedures intended to allow

Alysson Mills, in her capacity as the court-appointed receiver (the “Receiver”) for Arthur Lamar

Adams and Madison Timber Properties, LLC, to sell the real property at 134 Saint Andrews Drive,

Jackson, Mississippi (the “Real Property”) consistent with this Court’s orders and in compliance

with 28 U.S.C. §2001(b). The Court instructed that the Court would hold a hearing on the proposed

sale on May 10, 2019 at 1:30 p.m. in Courtroom 5B. In advance of that hearing, the Receiver was

required to obtain three qualified appraisals of the Real Property; announce the proposed sale and

the Court’s hearing on her website and in the Clarion Ledger; and consider any bona fide offers to

purchase.

After notice and hearing, and after considering the submissions and argument of counsel,

as well as the Receiver’s declaration, attached as Exhibit A, the Court finds that the proposed sale
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is in the best interests of the Receivership Estate and authorizes the Receiver to finalize the

proposed sale consistent with this Court’s orders and in compliance with 28 U.S.C. §2001(b).

In support, the Court hereby ORDERS as follows:

1. The Court finds that the Receiver obtained three qualified appraisals as required by

28 U.S.C. §2001(b). She obtained appraisals from three different appraisers: Jamie Greer, Randy

Knoese, and John Newell. Each has experience in appraising residential real estate located in the

Jackson, Mississippi metropolitan area and each was deemed appointed by the Court. Their

declarations are Exhibit 1 to the Receiver’s declaration.

2. The Court finds that the average appraised value of the Real Property as determined

by the three court-appointed appraisers is $549,667.

3. The Court finds that the Receiver’s proposal to sell the Real Property for $540,000,

subject to a repair allowance of $20,000, is more than two-thirds of the appraised value as

determined by the three court-appointed appraisers, as required by 28 U.S.C. §2001(b). The

contract for the proposed sale is Exhibit 2 to the Receiver’s declaration.

4. The Court finds that the Receiver announced the proposed sale and the Court’s

hearing on her website, www.madisontimberreceiver.com, within three days of the entry of the

Court’s order adopting procedures intended to allow her to sell the Real Property.

5. The Court finds that the Receiver announced the proposed sale and the Court’s

hearing in the Clarion Ledger, a newspaper of general circulation, sufficiently in advance to allow

ten days’ notice as required by 28 U.S.C. §2001(b).

6. The Court finds that although the Receiver and her counsel invited bona fide offers

of more than the proposed sale price, they did not receive any offers.
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7. The Court finds that the Receiver has complied with all requirements of this Court’s

orders and 28 U.S.C. §2001(b) applicable to the sale of the Real Property.

8. The Court further finds that the proposed sale of the Real Property pursuant to the

contract that is Exhibit 2 to the Receiver’s declaration is in the best interests of the Receivership

Estate.

8. The Court authorizes and directs the Receiver to finalize the proposed sale of the

Real Property pursuant to the contract that is Exhibit 2 to the Receiver’s declaration and perform

any and all obligations required of her pursuant to that contract.

9. The Court authorizes and directs the Receiver to disburse the net proceeds from the

sale of the Real Property pursuant to the Court’s Order Approving Settlement [Doc. 94] entered

on February 20, 2019.

SO ORDERED, this the 10th day of May, 2019.

s/ Carlton W. Reeves
UNITED STATES DISTRICT JUDGE
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UNITED STATES DISTR ICT COURT

SOUTHERN DISTR ICT OF MISS ISS IP PI
NORTHERN DIVISION

SECURITIES AND EXCHANGE Case No. 3:18-cv-252

COMMISSION,

Plaintiff, Hon. Carlton W. Reeves, District Judge

v. Hon. F. Keith Ball, Magistrate Judge

ARTHUR LAMAR ADAMS AND
MADISON TIMBER PROPERTIES, LLC,

Defendants.

MEMORANDUM IN SUPPORT OF
MOTION FOR ORDER REGARDING THE SALE OF REAL PROPERTY

Alysson L. Mills, in her capacity as the court-appointed receiver (the “Receiver”) for

Arthur Lamar Adams and Madison Timber Properties, LLC, through undersigned counsel,

respectfully moves the Court to enter the attached proposed Order Regarding the Sale of Real

Property adopting procedures to sell the real property at 134 Saint Andrews Drive, Jackson,

Mississippi pursuant to 28 U.S.C. § 2001(b).

BACKGROUND

The Receiver has a duty “to take custody, control, and possession of all Receivership

Property, Receivership Records, and any assets traceable to assets owned by the Receivership
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Estate”1 and to “terminate any and all leases of the Receivership Defendants’ personal or real

property, or to sell any of the Receivership Defendants’ personal or real property.”2

The Receiver’s most recent 60-day report reported that Adams’s assets that must be

liquidated include his former residence at 134 Saint Andrews Drive, Jackson, Mississippi. Adams

voluntarily transferred that real property to the Receivership Estate. Subsequently the Receivership

Estate and Adams’s wife entered a marital property settlement agreement, later approved by the

Court, that resolved Mrs. Adams’s interests in the same real property.

The real property is, therefore, ready to be sold. It has been listed on MLS, the multiple

listing service, since Monday, April 1, 2019. The Receiver received multiple offers immediately

following the real property’s listing. On Friday, April 5, 2019, the Receiver accepted the highest

and best offer subject to compliance with 28 U.S.C. § 2001(b) and confirmation by this Court.

That highest and best offer was for an all cash sale in the amount of $540,000.3

Before the sale may be confirmed by the Court, however, the Receiver must comply with

28 U.S.C. § 2001(b). The proposed Order Regarding the Sale of Real Property adopts and

implements procedures required by 28 U.S.C. § 2001(b).

ARGUMENT

The Receiver must comply with 28 U.S.C. § 2001(b).

28 U.S.C. § 2001(b) provides that a court may confirm a receiver’s sale of real property to

a private party only after a hearing, and only if: (1) the sale is in the best interests of the receivership

1
Docket No. 33, Securities & Exchange Commission vs. Adams, et al., No. 3:18-cv-00252 (S.D. Miss).
2
Docket No. 33, Securities & Exchange Commission vs. Adams, et al., No. 3:18-cv-00252 (S.D. Miss).
3
The offer provides that the Receiver shall also transfer to the purchaser various items of personal property located at
the St. Andrews property including a golf cart and various pieces of indoor and outdoor furniture. The Receiver
believes these items are of minimal value and estimates that the aggregate value of all of the personal property amounts
to less than $5,000.00.

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estate; (2) the receiver has obtained three different appraisals, from three different appraisers

appointed by the court; (3) the sale price is not less than two-thirds of the appraised value; (4) the

receiver provides at least ten-days’ notice in a newspaper of general circulation; and (5) the

receiver receives no bona fide offer more than 10% greater than the proposed sale price. The

statute states:

After a hearing, of which notice to all interested parties shall be given by

publication or otherwise as the court directs, the court may order the sale of such
realty or interest or any part thereof at private sale for cash or other consideration
and upon such terms and conditions as the court approves, if it finds that the best
interests of the estate will be conserved thereby. Before confirmation of any private
sale, the court shall appoint three disinterested persons to appraise such property or
different groups of three appraisers each to appraise properties of different classes
or situated in different localities. No private sale shall be confirmed at a price less
than two-thirds of the appraised value. Before confirmation of any private sale, the
terms thereof shall be published in such newspaper or newspapers of general
circulation as the court directs at least ten days before confirmation. The private
sale shall not be confirmed if a bona fide offer is made, under conditions prescribed
by the court, which guarantees at least a 10 per centum increase over the price
offered in the private sale.

Although a court may enter an order that excuses a receiver from strict compliance with 28

U.S.C. § 2001 for the sale of other assets, the Receiver believes that, absent special circumstances

or waiver, for the sale of real property for which the Receivership Estate itself holds title, she ought

to strictly comply with 28 U.S.C. § 2001(b).

The Receiver proposes procedures to comply with 28 U.S.C. § 2001(b).

The Receiver believes the offer to purchase the real property at 134 Saint Andrews Drive,

Jackson, Mississippi, which she has accepted, subject to compliance with 28 U.S.C. § 2001(b) and

confirmation by this Court, is in the best interests of the Receivership Estate. The Receiver

represents that the offer is a bona fide offer from a proposed buyer with whom the Receiver has

no relationship and is the product of arms-length negotiation. The Receiver proposes to proceed

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with the sale, provided it complies with 28 U.S.C. § 2001(b). So that any sale might comply with

28 U.S.C. § 2001(b), the Receiver requests an order declaring as follows:

1. The Court shall hold a hearing on the proposed sale on May _____, 2019
at __:00 A.M. in Courtroom 5B.

2. In advance of the hearing the Receiver shall obtain, at the Receivership

Estate’s expense, three appraisals, one each from the following three different
appraisers who shall be deemed appointed by the Court for purposes of 28 U.S.C.
§ 2001(b): (i) Jamie Greer, (ii) Randy Knoese, and (iii) John Newell. Each of
Messrs. Greer, Knoese, and Newell are qualified appraisers with experience in
appraising residential real estate located in the Jackson, Mississippi metropolitan
area.

3. The Receiver shall announce the proposed sale and the Court’s hearing
on the proposed sale on her website, www.madisontimberreceiver.com, within
three days of the entry of the Court’s order.

4. The Receiver shall announce the proposed sale and the Court’s hearing
on the proposed sale in the Clarion Ledger, a newspaper of general circulation,
sufficiently in advance to allow ten days’ notice as required by 28 U.S.C. § 2001(b).

5. Any bona fide offers of more than the proposed sale price shall be made
in writing to the Receiver’s counsel:

Brent Barriere
201 St. Charles Avenue, Suite 4600
New Orleans, Louisiana 70170
Fax: 504-586-5250
Email: bbarriere@fishmanhaygood.com

on or before the close of business, or 5:00 p.m. CST, on May 1, 2019. Any offer
received after the close of business, or 5:00 p.m. CST, on May 1, 2019, shall be
disregarded.

6. The Receiver shall consider all bona fide offers having a purchase price
in excess of $540,000 but shall only be required to accept an offer that provides for
a purchase price at least ten (10%) percent greater than $540,000.00 and contains
terms and conditions that are substantially the same as those set forth in the
agreement executed by the Receiver.

7. Following the receipt of new offers, if any, the Receiver shall on or

before the close of business, or 5:00 p.m. CST, on May 3, 2019, confirm that the
new offers are bona fide offers in an amount more than the proposed sale price. Of
all bona fide offers received, the Receiver shall determine the highest and best offer,
considering:
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a. the number, type, and nature of any changes to the proposed sale
requested by the new offeror;

b. the purchase price;

c. the likelihood that the new offeror can, and will, timely close the
sale;

d. the net benefit to the Receivership Estate; and

e. such other factors as the Receiver may deem relevant in her sole
discretion.

8. The Receiver shall on or before the close of business, or 5:00 p.m.

CST, on May 3, 2019, notify then-existing offerors of the new highest and best
offer.

9. Any then-existing offerors who wish to make a higher bona fide offer
may do so on or before the close of business, or 5:00 p.m. CST, on May 6, 2019,
after which the Receiver shall determine the final highest and best offer.

10. Provided the final highest and best offer’s sale price is not less than two-
thirds of the appraised value as determined by the average appraised value
established by the three appraisals, the Receiver shall present the final proposed
sale to the Court for the Court’s approval at the Court’s hearing on May _____,
2019 at __:00 A.M. in Courtroom 5B.

CONCLUSION

The Receiver recommends that the Court enter the proposed Order Permitting the Sale of

Real Property because she believes it is in the best interests of the Receivership Estate.

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April 10, 2019

Respectfully submitted,

/s/ Lilli Evans Bass /s/ Kristen D. Amond

BROWN BASS & JETER, PLLC FISHMAN HAYGOOD, LLP
Lilli Evans Bass, Miss. Bar No. 102896 Admitted pro hac vice
LaToya T. Jeter, Miss. Bar No. 102213 Brent B. Barriere, Primary Counsel
1755 Lelia Drive, Suite 400 Jason W. Burge
Jackson, Mississippi 39216 Kristen D. Amond
Tel: 601-487-8448 Rebekka C. Veith
Fax: 601-510-9934 201 St. Charles Avenue, Suite 4600
bass@bbjlawyers.com New Orleans, Louisiana 70170
Receiver’s counsel Tel: 504-586-5253
Fax: 504-586-5250
bbarriere@fishmanhaygood.com
jburge@fishmanhaygood.com
kamond@fishmanhaygood.com
rveith@fishmanhaygood.com
Receiver’s counsel

CERTIFICATE OF SERVICE

I certify that I electronically filed the foregoing with the Clerk of Court using the ECF

system which sent notification of filing to all counsel of record.

Date: April 10, 2019 /s/ Kristen D. Amond

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UNITED STATES DISTR ICT COURT

SOUTHERN DISTR ICT OF MISS ISS IPPI
NORTHERN DIVISION

SECURITIES AND EXCHANGE Case No. 3:18-cv-252

COMMISSION,

Plaintiff, Hon. Carlton W. Reeves, District Judge

v. Hon. F. Keith Ball, Magistrate Judge

ARTHUR LAMAR ADAMS AND
MADISON TIMBER PROPERTIES, LLC,

Defendants.

MOTION FOR
ORDER REGARDING THE SALE OF REAL PROPERTY

Alysson L. Mills, in her capacity as the court-appointed receiver (the “Receiver”) for

Arthur Lamar Adams and Madison Timber Properties, LLC, through undersigned counsel,

respectfully moves the Court to enter the attached proposed Order Regarding the Sale of Real

Property adopting procedures to sell the real property at 134 Saint Andrews Drive, Jackson,

Mississippi pursuant to 28 U.S.C. § 2001(b).

The Receiver submits the accompanying memorandum in support.

WHEREFORE the Receiver asks that after due consideration the Court enter the proposed

Order Regarding the Sale of Real Property.

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April 10, 2019

Respectfully submitted,

/s/ Lilli Evans Bass /s/ Kristen D. Amond

BROWN BASS & JETER, PLLC
Lilli Evans Bass, Miss. Bar No. 102896
LaToya T. Jeter, Miss. Bar No. 102213
1755 Lelia Drive, Suite 400
Jackson, Mississippi 39216
Tel: 601-487-8448
Fax: 601-510-9934
bass@bbjlawyers.com
Receiver’s counsel
FISHMAN HAYGOOD, LLP
Admitted pro hac vice
Brent B. Barriere, Primary Counsel
Jason W. Burge
Kristen D. Amond
Rebekka C. Veith
201 St. Charles Avenue, Suite 4600
New Orleans, Louisiana 70170
Tel: 504-586-5253
Fax: 504-586-5250
bbarriere@fishmanhaygood.com
jburge@fishmanhaygood.com
kamond@fishmanhaygood.com
rveith@fishmanhaygood.com
Receiver’s counsel

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CERTIFICATE OF SERVICE

I certify that I electronically filed the foregoing with the Clerk of Court using the ECF

system which sent notification of filing to all counsel of record.

Date: April 10, 2019 /s/ Kristen D. Amond