Adeptus Health Inc. (NYSE:ADPT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive
Agreement.
As previously reported in the Companys Current Report on Form8-K
filed on April4, 2017, on April3, 2017 funds advised by Deerfield
Mgmt, L.P. (such funds the Successor Lenders) acquired the $212.7
million aggregate principal amount of outstanding loans
(including the Bridge 1 Loans (as defined below)) under the
credit agreement, dated of October6, 2015, by and among the
Companys subsidiary First Choice ER LLC (the Borrower), the
guarantors named therein (together with the Borrower, the Loan
Parties), the lenders named therein and Bank of America, N.A., as
administrative agent (as amended, modified, supplemented,
increased and extended from time to time, the Credit Agreement).
On April5, 2017, the Loan Parties entered into that certain
fourth amendment (the Fourth Amendment) with the Successor
Lenders and Deerfield Management Company, L.P., in its capacity
as successor administrative agent (the Administrative Agent),
amending certain terms of the Credit Agreement.
Among other things, the Fourth Amendment provides for an
additional extension of credit by the Successor Lenders, in the
aggregate principal amount of $13.5 million (the Bridge 2 Loans),
in the same tranche of term loans as the bridge loans funded on
March7, 2017 (such bridge loans, the Bridge 1 Loans and, together
with the Bridge 2 Loans, the Bridge Loans). The proceeds of the
Bridge 2 Loans, and all other cash and amounts held by the Loan
Parties, shall be used to pay only the expenses of the Loan
Parties as itemized in the updated budget prepared by the
Borrower and delivered to the Administrative Agent on April4,
2017.
The Bridge Loans bear interest at a rate equal to the Base Rate
(as defined in the Credit Agreement) plus an applicable margin
equal to 10% per annum, such interest (including all unpaid
interest accruing prior to the date of funding of the Bridge 2
Loans) to be added to the principal amount of the Bridge Loans in
arrears on each interest payment date and on the maturity date of
the Bridge Loans and thereafter constitute principal for all
purposes under the Credit Agreement (with interest to accrue
thereon). Interest shall be payable on April 5, 2017, April14,
2017 and the date that is every 14 days after April14, 2017;
provided that if a bankruptcy- or insolvency-related event of
default under the Credit Agreement occurs, the date immediately
before the day on which that event of default occurs shall also
be an interest payment date.
The maturity date of the Bridge Loans is the earliest of
(i)April17, 2017, (ii)the date any Loan Party files a voluntary
petition for reorganization to chapter 11 of the U.S. Bankruptcy
Code, (iii)the occurrence of certain other bankruptcy and
insolvency related events, and (iv)the acceleration of any of the
Bridge Loans upon the occurrence of an event of default under the
Credit Agreement resulting from, among other things, a violation
of certain affirmative covenants and any of the negative
covenants and financial covenants therein.
Under the Fourth Amendment payment of all obligations in respect
of interest, principal, fees and indemnities under the Bridge
Loans is required to be made on a super-priority basis ahead of
other indebtedness under the Credit Agreement.
In addition, under the Fourth Amendment the Administrative Agent
and the Successor Lenders have agreed to forbear from exercising
any rights or remedies under the Credit Agreement with respect to
specified existing events of defaults relating to delivery of
annual financial statements for the year ended December31, 2016
and quarterly financial statements for the quarter ended March31,
2017 and compliance with the financial covenants under the Credit
Agreement (collectively, the Specified Events of Default), in
each case, for a forbearance period that ends upon the earliest
of (i)the occurrence of a breach or default under the Fourth
Amendment, (ii)the occurrence of a default or event of default
under the Credit Agreement that does not constitute a Specified
Event of Default, (iii)the determination by the Administrative
Agent that the nature or extent of any Specified Event of Default
is materially different from the nature or extent as disclosed to
the Administrative Agent prior to April5, 2017, (iv)any
representation or warranty made by any Loan Party under or in
connection with the Fourth Amendment shall prove to be false or
misleading in any material respect or (v)April17, 2017.
The Bridge 2 Loans were funded by the Successor Lenders on
April5, 2017, and on such date, the Borrower paid to the
Successor Lenders an in-kind fee equal to 1% of the aggregate
principal amount of the Bridge 2 Loans (with such in-kind amount
thereafter constituting principal for all purposes under the
Credit Agreement).
The foregoing description of the Fourth Amendment in this
Current Report does not purport to be complete and is qualified
in its entirety by reference to the Fourth Amendment, a copy of
which is filed as Exhibit10.1 to this Current Report and
incorporated herein by reference.
Item2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated
by reference into this Item 2.03.
Item9.01. Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit No. |
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DescriptionofExhibit |
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10.1 |
Fourth Amendment dated as of April5, 2017, by and among |
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 ADPTs 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: our inability to execute a
restructuring through a court-supervised process that maximizes
value for our stakeholders while minimizing disruption to the
Companys operations; our ability to file the Companys Form10-K
for the fiscal year ended December31, 2016; delays in
conversion of patient receivables into cash, as well as
increased potential for bad debt expense, associated with
deficiencies in billing and collections related to our
services; our ability to protect our brand; federal and state
laws and regulations relating to our facilities, which could
lead to the incurrence of significant penalties by us or
require us to make significant changes to our operations; our
ability to locate available facility sites on terms acceptable
to us; competition from hospitals, clinics and other emergency
care providers; our dependence on payments from third-party
payors; our ability to source and procure new products and
equipment to meet patient preferences; our reliance on Medical
Properties Trust (MPT) and the MPT Master Funding and
Development Agreements; disruptions in the global financial
markets leading to difficulty in borrowing sufficient amounts
of capital to finance the carrying costs of inventory to pay
for capital expenditures and operating costs; our ability or
the ability of our healthcare system partners to negotiate
favorable contracts or renew existing contracts with
third-party payors on favorable terms; significant changes in
our payor mix or case mix resulting from fluctuations in the
types of cases treated at our facilities; significant changes
in the rules, regulations and systems governing Medicare and
Medicaid reimbursements; material changes in IRS revenue
rulings, case law or the interpretation of such rulings;
shortages of, or quality control issues with, emergency
care-related products, equipment and medical supplies that
could result in a disruption of our operations; the intense
competition we face for patients, physician use of our
facilities, strategic relationships and commercial payor
contracts; the fact that we are subject to significant
malpractice and related legal claims; the growth of patient
receivables or the deterioration in the ability to collect on
those accounts; the impact on us of PPACA, which represents a
significant change to the healthcare industry; and ensuring our
continued compliance with HIPAA, which could require us to
expend significant resources and capital; and 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
Companys evaluation of available restructuring and
reorganization alternatives and discussions with the Successor
Lenders and other creditors and any court-supervised process 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 any such restructuring or reorganization. Accordingly, the
Company urges extreme caution with respect to existing and
future investments in its ClassA common stock.
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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Adeptus Health Inc. |
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(Registrant) |
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By: |
/s/ Frank R. Williams Jr. |
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Name: |
Frank R. Williams Jr. |
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Title: |
Chief Financial Officer |
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April6, 2017 |
EXHIBITINDEX
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Exhibit No. |
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DescriptionofExhibit |
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10.1 |
Fourth Amendment dated as of April5, 2017, by and among |
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 up +0.02 at 1.19 with 1,935,651 shares trading hands.
