The Greenbrier Resort
CHARLESTON – Attorneys for The Greenbrier say promised $500 million refinancing is “on the verge of closing” and ask a federal judge for a supervised extension rather than moving ahead immediately on a receivership bid.
In a July 21 response to Chief U.S. District Judge Frank Volk’s order to show cause, attorneys for U.S. Senator Jim Justice, his family and their businesses say they and Kennedy Lewis Investment Management have spent “thousands of hours” pushing the complex transaction toward the finish line and now anticipate closing by August 7. They also filed a motion to continue the proceedings until then.
They argue that resuming receivership proceedings while the deal is “nearly complete” would jeopardize a refinancing that they say would pay White Sulphur Springs Holdings in full and give it a profit of nearly $100 million for holding the loans about four months.
Volk
The filing, which was entered just minutes before Volk’s 8:30 a.m. deadline, lays out a detailed checklist of what Justice entities say is already complete: primary transaction documents “in substantially final form,” on‑site physical inspections, financial due diligence, title commitments and confirmation by KLIM that funding is available to fully finance the deal.
The defendants say neither property inspections nor financial review uncovered issues that would prevent closing, and they report having payoff figures in hand from creditors to be repaid at closing.
Only three items remain, according to the response, and none is entirely in the Justice parties’ control.
First, they await West Virginia Lottery Commission approval of the transaction as it relates to The Greenbrier’s casino license, with materials already submitted and ongoing communication reported with regulators. Second, they say a third‑party title insurer still must finalize title insurance on dozens of parcels with a handful of items outstanding that they expect to resolve “no later than next week.” Third, they still need lien releases that meet the transaction’s requirements, which they say require “timely cooperation” from WSSH.
The Justice side uses much of the filing to accuse the Omni‑affiliated WSSH of impeding the very repayment it claims to want, describing episodes where their representatives “had to repeatedly ask” WSSH’s team to provide payoff information for the closing, saying that request took five days to fulfill. They also point to recent efforts to arrange calls between KLIM, Justice representatives and WSSH that they say were declined or delayed, costing “several more days” and forcing KLIM to reach out again directly for closing documents.
“Put simply, WSSH has returned to the same playbook that it employed the last time Defendants tried to pay off the loans,” the Justice filing states, adding WSSH is trying to keep “its quest for The Greenbrier alive” rather than accept repayment. The Justice entities claim WSSH’s true objective is not just repayment but acquiring one of West Virginia’s “leading business operations” at a price that would yield “exponentially greater profit.”
An exhibit letter from KLIM’s counsel tells Volk that KLIM “agrees that the transaction parties are working diligently to consummate the anticipated transaction as quickly as reasonably possible.” KLIM says the representations in the defendants’ response “are consistent with KLIM’s views of the transaction,” effectively vouching for the Justice side’s description of the status and pace of the deal.
The response emphasizes that the transaction is unusually complicated because of its size, the number of entities and parcels of real estate involved, and the fact that it is structured as a joint venture rather than a simple loan. Defendants argue there is “nothing unusual or improper” about a closing taking longer than hoped under those circumstances, as long as the parties act in good faith to finish as quickly as reasonably possible.
Rather than asking for more open‑ended time, the Justice defendants propose a narrow window with specific reporting obligations. They offer to file a status report by July 27 “to confirm that all transaction documents have been completed” and a second report by July 31 updating the court on the three outstanding items: Lottery approval, title insurance and lien releases.
If the transaction has not closed by August 7, they ask the court to order “an immediate inquiry by a magistrate judge” into what is delaying closing and to require a prompt recommendation on steps needed either to close or to move the case forward. Defendants frame that structure as a way to give the refinancing a brief chance to close while preserving the court’s ability to scrutinize any further slippage.
The filing repeatedly invokes Volk’s earlier description of receivership as “the corporate equivalent of martial law.” Defendants say imposing one now would be “likely unprecedented” in a situation where a creditor is “demonstrably oversecured” and stands on the eve of a refinancing that would pay it in full and deliver a nine‑figure profit.
They warn that a receivership order could “well derail the financing transaction” and destabilize The Greenbrier’s finances instead of preserving the resort’s nearly 250‑year heritage and thousands of jobs.
The filing also revisits a prior dispute over a deal WSSH allegedly proposed and then withdrew. It says WSSH “originally offered” terms that would have avoided the need for the current refinancing but later demanded a “massive windfall profit,” assuming the Justices never could meet that demand.
Now that the Justice entities say they have overcome that challenge with KLIM’s backing, they argue it would be “deeply inequitable to pull the rug out from under them just as their transaction is nearing completion.”
The Justice defendants say they are not seeking “a few months to close the deal” but only a brief additional period for documents, regulatory review and lien releases to be completed.
“Receivership proceedings would not be justified under the facts of this matter,” they write, contending that a further continuance is warranted while the refinancing moves toward its proposed August 7 closing date.
U.S. District Court for the Southern District of West Virginia case number 5:26-cv-257
