Adeptus Health Inc. (NYSE:ADPT) Files An 8-K Bankruptcy or ReceivershipItem 1.03 Bankruptcy or Receivership
As previously reported by Adeptus Health Inc. (the “Company”), on April19, 2017, the Company and its subsidiaries (such subsidiaries, together with the Company, the “Debtors”) filed voluntary petitions (collectively, the “Petitions” and, the cases thereby, the “Bankruptcy Cases”) with the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Bankruptcy Court”) for reorganization relief under chapter 11 of title 11 of the United States Code. The cases were consolidated for administrative purposes only under Case No.17-31432.
On September29, 2017, the Bankruptcy Court entered an order (the “Confirmation Order”), attached hereto as Exhibit99.1, confirming the Debtors’ Third Amended Joint Plan of Reorganization to Chapter 11 of the Bankruptcy Code (the “Plan”), attached hereto as Exhibit99.2. The Plan became effective on October2, 2017 (the “Effective Date”).
Summary of the Material Features of the Plan
The following is a summary of the material features of the Plan. This summary highlights only certain substantive provisions of the Plan and is not intended to be a complete description of the Plan. This summary is qualified in its entirety by reference to the full text of the Confirmation Order and the Plan, which are attached hereto as Exhibit99.1 and Exhibit99.2 and incorporated by reference herein.
The Plan implements extensive negotiations that have occurred between the Debtors and various parties, including Deerfield Management Company, L.P. and certain funds advised by Deerfield Mgmt, L.P. (collectively, the “Deerfield Parties”).
to and subject to the terms of the Plan, on the Effective Date of the Plan:
· Holders of ClassA common stock shall have the option to receive their pro rata share of the Deerfield Parties’ recovery on account of the Deerfield Deficiency Claims in exchange for releasing the “Released Parties” (as defined in the Plan). Holders of ClassA common stock will receive notice of the ability to opt out of such releases (and not receive any potential distributions under the Deerfield Deficiency Claims). Any holder who wishes to opt out of such releases must return such notice to the instructions set forth therein. If a holder wishes to grant such
releases and to receive any potential distributions under the Deerfield Deficiency Claims, no additional action will be needed; and
· The Company is dissolved to the terms of the Plan and the Company will file a Certificate of Dissolution with the Secretary of State of the State of Delaware to formally extinguish the Company’s corporate existence with the State of Delaware.
On the Effective Date, Reorganized Adeptus is no longer a publicly held company and is a privately-held company. It is expected that Reorganized Adeptus will be capitalized by the Deerfield Parties through equity investments or, if determined by the Deerfield Parties in their sole discretion, debt financing.
The Company will file, on the Effective Date, a Certification and Notice of Termination of Registration on Form15 with the Securities and Exchange Commission to terminate the registration of its securities under Section12(g)of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon filing the Form15, the Company will immediately cease filing any further periodic or current reports under the Exchange Act.
The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Confirmation Order, a copy of which is filed herewith as Exhibit99.1 and is incorporated herein by reference and the Plan, a copy of which is filed herewith as Exhibit99.2 and is incorporated herein by reference.
Prior to the confirmation of the Plan, 20,560,365 shares of the ClassA common stock, $0.01 par value per share, of the Company were issued and outstanding. No shares of common stock of the Company are reserved for future issuance in respect of claims and interests filed and allowed under the Plan or otherwise. As of the Effective Date of the Plan, all equity interests in the Company will be cancelled and will have no value.
Assets of the Debtors
As of July31, 2017, the Debtors’ total assets were approximately $417.1 million and total liabilities were approximately $646.8 million. This financial information has not been audited or reviewed by the Company’s independent registered public accounting firm and may be subject to future reconciliation or adjustments. This information should not be viewed as indicative of future results.
Item 9.01 Financial Statements and Exhibits
Adeptus Health Inc. ExhibitEX-99.1 2 a17-22725_1ex99d1.htm EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF TEXAS DALLAS DIVISION § In re: § Chapter 11 § ADPT DFW HOLDINGS LLC,…To view the full exhibit click
About Adeptus Health Inc. (NYSE:ADPT)
Adeptus Health Inc. is a patient-centered healthcare company. The Company is engaged in providing emergency medical care through a network of independent freestanding emergency rooms in the United States and partnerships with various healthcare systems. The Company has approximately 80 freestanding facilities and over two licensed general hospitals. It owns or operates facilities located in the Houston, Dallas/Fort Worth, San Antonio and Austin, Texas markets; Colorado Springs and Denver, Colorado markets, and Phoenix, Arizona market. Its freestanding emergency room facilities typically range from 6,000 to 7,000 square feet. Each facility has 6 to 9 emergency exam rooms, which include over two high-acuity suites, one child-friendly pediatric room, and a specialized obstetrics/gynecology room. Its radiology suites have in-house diagnostic imaging technology, including computerized tomography (CT) scanners, digital x-rays and ultrasounds, with final reads from on-call radiologists.
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