Adeptus Health Inc. (NYSE:ADPT) Files An 8-K Bankruptcy or Receivership
Item 1.03. Bankruptcy or Receivership.
Commencement of Bankruptcy Cases
On April19, 2017, Adeptus Health Inc. (the Company) and its
subsidiaries listed on Exhibit99.1 hereto (such
subsidiaries, together with the Company, the Debtors), which is
incorporated herein by reference, filed voluntary petitions for
relief (collectively, the Petitions and, the cases commenced
thereby, the Bankruptcy Cases) under chapter 11 of the United
States Bankruptcy Code (the Bankruptcy Code) in the United States
Bankruptcy Court for the Northern District of Texas, Dallas
Division (the Bankruptcy Court), to pursue a chapter 11
reorganization plan (the Plan). The Debtors have filed a motion
with the Bankruptcy Court seeking to jointly administer the
Bankruptcy Cases under the caption In re ADPT DFW Holdings LLC,
et al.
No trustee has been appointed and the Company will continue to
manage itself and its subsidiaries as debtors in possession under
the jurisdiction of the Bankruptcy Court and in accordance with
the applicable provisions of the Bankruptcy Code and the orders
of the Bankruptcy Court. To assure ordinary course operations,
the Company is seeking approval from the Bankruptcy Court for a
variety of first day motions, including authority to make payroll
payments and continue employee benefit plans, pay critical
vendors, secure debtor-in-possession financing (as discussed in
greater detail below under Debtor-in-Possession Credit Agreement)
and other customary relief.
Plan
The Plan implements extensive negotiations that have occurred to
date among the Debtors, Deerfield Management Company, L.P. (the
Deerfield Agent) and certain funds advised by Deerfield Mgmt,
L.P. (such funds, the Deerfield Lenders and, together with the
Deerfield Agent, the Deerfield Parties), as successor
administrative agent and successor lenders under the credit
agreement, dated of October6, 2015, with the Companys subsidiary
First Choice ER LLC (the Borrower) and the guarantors named
therein (together with the Borrower, the Loan Parties) (as
amended, modified, supplemented, increased and extended, the
Prepetition Credit Agreement), and certain affiliates of MPT
Operating Partnership, L.P. (MPT) that are parties to that
certain Master Funding and Development Agreement dated as of
June11, 2013 (as amended from time to time, the 2013 MPT Master
Funding Agreement), that certain Master Funding and Development
Agreement (as amended from time to time, the 2014 Master Funding
Agreement and, together with the 2013 MPT Master Funding
Agreement, the MPT Master Funding Agreements), that certain
Master Lease Agreement, dated August29, 2013 (as amended from
time to time, the 2013 Master Lease), that certain Master Lease
Agreement, dated September26, 2014 (as amended from time to time,
the 2014 Master Lease) and that certain Master Lease Agreement
dated April20, 2015 (as amended from time to time, the Colorado
Master Lease and, together with the 2013 Master Lease and the
2014 Master Lease, the MPT Master Leases; the MPT Master Leases
and the MPT Master Funding Agreements, together, the MPT
Agreements) with the various Debtors.
to and subject to the terms of the Plan, on the effective date of
the Plan (the Effective Date):
The DIP Lenders (as defined below) and the Deerfield Parties (as
to $100 million aggregate principal amount of their secured
claims under the Prepetition Credit Agreement (the Deerfield
Secured Claims)) will each receive their pro rata share of 50% of
the new equity interests of Adeptus Health LLC (Reorganized
Adeptus);
All existing facility leases under the MPT Master Leases will be
assumed and, in accordance with section 365(b)of the Bankruptcy
Code, all cure amounts due and owing to the MPT lessors under
such leases shall be paid;
Holders of allowed lease rejection claims, allowed medical
malpractice claims and allowed general unsecured claims
(including the portion of the claims of the Prepetition Senior
Secured Lenders under the Prepetition Credit Agreement that is in
excess of the Deerfield Secured Claims) shall each receive their
pro rata share of the net proceeds that are received by a
litigation trust to be established to the Plan for the purpose of
pursuing causes of action of the Debtors against third parties;
and
All existing equity interests in the Company (including,
without limitation, outstanding shares of the Companys SeriesA
Preferred Stock, ClassA common stock and ClassB common stock
and options to purchase its ClassA common stock) and Adeptus
Health LLC (other than the equity interests therein held by the
Company) will be cancelled without the payment of any amount to
the holders thereof.
In addition, the Debtors obligations under that certain Tax
Receivable Agreement dated as of June25, 2014 among the Company
and the persons named therein (the TRA) shall be terminated on
the earlier of the Effective Date or the effectiveness of any
order of the Bankruptcy Court rejecting the TRA.
On the Effective Date, Reorganized Adeptus will be 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 implementation of the Plan is dependent upon a number of
factors, including approval by the creditors, final
documentation and confirmation and consummation of the Plan in
accordance with the provisions of the Bankruptcy Code. The
foregoing description of the Plan does not purport to be
complete and is qualified in its entirety by reference to the
Plan, a copy of which is filed herewith as Exhibit99.2
and is incorporated herein by reference.
Debtor-in-Possession Credit Agreement
In connection with the commencement of the Bankruptcy Cases,
the Debtors filed motions seeking Bankruptcy Court approval of
debtor-in-possession financing on the terms to be set forth in
that certain Senior Secured Super-Priority Debtor-in-Possession
Credit Agreement (the DIP Credit Agreement) to be entered into
among the Company, as borrower, First Choice ER, LLC, Adeptus
Health LLC, and certain of the Companys other subsidiaries
party thereto, as guarantors (together with the Company, the
DIP Loan Parties), the lenders party thereto, and Deerfield
Management Company, L.P, as administrative agent. The DIP
Credit Agreement will provide for senior secured,
super-priority term loans of up to $45.0 million in aggregate
(the DIP Term Loans). The entry into the DIP Credit Agreement
is subject to the approval of the Bankruptcy Court. DIP Term
Loans will become available upon the satisfaction of certain
customary conditions precedent thereto, including issuance of a
court order by the Bankruptcy Court.
The Debtors anticipate using the proceeds of DIP Term Loans to
fund the Chapter 11 Cases, finance working capital and pay for
expenditures in accordance with budgets approved by the
Deerfield Agent and subject to compliance with orders of the
Bankruptcy Court.
Item 2.04. Triggering Events That Accelerate or
Increase a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement.
The commencement of the Bankruptcy Cases constitutes an event
of default under the Prepetition Credit Agreement. As a result
of the filing of the Bankruptcy Cases, all commitments under
the revolving credit facility and incremental facility portions
of the Prepetition Credit Agreement terminated, and the unpaid
principal amount of all outstanding loans thereunder and all
interest and other amounts thereon became immediately due and
payable. As of April18, 2017, the Debtors obligations under the
Prepetition Credit Agreement amounted to approximately $228.0
million.
The commencement of the Bankruptcy Cases also constitutes an
event of default under the MPT Master Leases. Such event of
default gives the lessors under the MPT Master Leases the right
to exercise the remedies provided thereunder and, in addition,
gives the MPT parties under the MPT Master Funding Agreements
the right to cease funding any further facility construction
thereunder.
As a result of the filing of the Bankruptcy Cases, the Company
believes that the ability of the Debtors creditors to seek
remedies to enforce their respective rights against the Debtors
under these and other agreements are stayed and creditors
rights of enforcement against the Debtors are subject to the
applicable provisions of the Bankruptcy Code.
The information set forth or incorporated in Item 1.03 is also
incorporated by reference in this Item 2.04.
Item 5.02.Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On April17, 2017, Richard Covert informed the Board of
Directors of the Company of his resignation as a member and
Vice Chairman of the Board of Directors, effective immediately.
Mr.Covert has informed the Company that his resignation is not
the result of any disagreement between himself and the Company,
its management, the Board of Directors or any committee of the
Board of Directors.
Item 7.01. Regulation FD Disclosure.
On April19, 2017, the Company issued a press release announcing
the filing of the Bankruptcy Cases. A copy of the press release
is attached hereto as Exhibit99.3.
Attached as Exhibit99.4 is a copy of the Companys
Disclosure Statement dated April19, 2017 which was filed with
the Bankruptcy Court in connection with the Bankruptcy Cases.
In accordance with General Instruction B.2 of Form8-K,
Exhibit99.3 and Exhibit99.4 shall not be deemed
filed for the purposes of Section18 of the Securities Exchange
Act of 1934 (the Exchange Act) or otherwise subject to the
liabilities of that section, nor shall Exhibit99.3 or
Exhibit99.4 be deemed incorporated by reference into any
filing under the Securities Act of 1933 or the Exchange Act,
except as shall be expressly set forth by specific reference in
such filing.
Item9.01. Financial Statements and Exhibits.
(d)Exhibits.
|
Exhibit No. |
|
DescriptionofExhibit |
|
99.1 |
List of subsidiaries of the Company that are Debtors |
|
|
99.2 |
Plan of Reorganization |
|
|
99.3 |
Press Release dated April19, 2017 |
|
|
99.4 |
Disclosure Statement |
Cautionary Notes
This Current Report on Form8-K contains forward-looking
statements within the meaning of Section27A of the Securities
Act of 1933, as amended, and Section21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements by
their nature address matters that are, to different degrees,
uncertain. Forward-looking statements involve a number of
assumptions, risks and uncertainties that could cause actual
results to differ materially. Any forward-looking statements
herein are made as of the date of this filing, and the Company
undertakes no duty to update or revise any such statements
except as required by the federal securities laws.
Forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties.
Important factors that could cause actual results, developments
and business decisions to differ materially from
forward-looking statements are described in the Companys
filings with the U.S. Securities and Exchange Commission (SEC)
from time to time and which are accessible on the SECs website
at www.sec.gov, including in the section entitled Risk Factors
in the Companys Form10-K for the fiscal year ended December31,
2015 and its Form10-Q for the three and nine months ended
September30, 2016. Among the factors that could cause future
results to differ materially from those provided in this
Current Report on Form8-K are: (i)the Companys ability to
obtain Bankruptcy Court approval with respect to motions in the
Bankruptcy Cases, (ii)the ability of the Company and its
subsidiaries to consummate the transactions contemplated by the
Plan, (iii)the effects of the Companys bankruptcy filing on the
Company and on the interests of various constituents,
(iv)Bankruptcy Court rulings in the Bankruptcy Cases and the
outcome of the cases in general, (v)the length of time the
Company will operate under the Bankruptcy Cases, (vi)risks
associated with third party motions in the Bankruptcy Cases,
which may interfere with the Companys ability to consummate the
transactions contemplated by the Plan, (vii)the potential
adverse effects of the Bankruptcy Cases on the Companys
liquidity or results of operations, (viii)the ability to
operate the Companys business and consummate the transactions
contemplated by the Plan, (ix)the transactions contemplated
by the DIP Credit Agreement and the Plan being subject to
closing conditions, which conditions may not be satisfied for
various reasons, including for reasons outside of the Companys
control; (x)increased legal costs to execute the Companys
reorganization, and other risks and uncertainties, (xi)the
Companys ability to maintain contracts, trade credit and other
customer, joint venture partner and/or vendor relationships
that are essential to the Companys operations, and (xii)the
Companys ability to retain key executives and employees, and
(xiii)the factors discussed in the section entitled Risk
Factors in the Companys Form10-K for the fiscal year ended
December31, 2015 and its Form10-Q for the three and nine months
ended September30, 2016.
The Companys stockholders are cautioned that trading in shares
of the Companys ClassA common stock during the pendency of the
Bankruptcy Cases is highly speculative and poses substantial
risks. Trading prices for shares of the Companys ClassA common
stock may bear little or no relationship to the actual
recovery, if any, by holders in the reorganization (who would
receive no value under the Plan filed today). Accordingly, the
Company urges extreme caution with respect to existing and
future investments in its ClassA common stock.
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. Adeptus Health Inc. (NYSE:ADPT) Recent Trading Information
Adeptus Health Inc. (NYSE:ADPT) closed its last trading session down -0.06 at 1.41 with 3,920,472 shares trading hands.
