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 disclosed, on April19, 2017, Adeptus Health Inc.
(the Company) and certain of it its subsidiaries (such
subsidiaries, together with the Company, the Debtors) filed
voluntary petitions for relief (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).
On April26, 2017, 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), entered into a Senior Secured
Super-Priority Debtor-in-Possession Credit Agreement (the DIP
Credit Agreement) with the lenders party thereto and Deerfield
Management Company, L.P, as administrative agent (the
Administrative Agent). The DIP Credit Agreement provides for
senior secured, super-priority term loans of up to $45 million in
aggregate (the DIP Term Loans). The DIP Credit Agreement was
approved by the Bankruptcy Court on an interim basis to a court
order dated April21, 2017. A hearing with respect to approving
the DIP Credit Agreement on a final basis has been scheduled for
May 16, 2017 before the Bankruptcy Court.
The maturity date under the DIP Credit Agreement is the earliest
of (a)July18, 2017, (b)the date of the substantial consummation
of a plan of reorganization in the Bankruptcy Cases that has been
confirmed by an order of the Bankruptcy Court, (c)the date of a
sale of all or substantially all of the assets of the DIP Loan
Parties, (d)the conversion of the Bankruptcy Cases to a
proceeding under chapter 7 of the Bankruptcy Code, (e)an order is
entered by the Bankruptcy Court dismissing the Bankruptcy Cases,
which does not contain a provision for termination of DIP Credit
Agreement and payment in full of the obligations thereunder prior
to such dismissal and (f)such earlier date on which all loans and
other obligations for the payment of money shall become due and
payable in accordance with the terms of the DIP Credit Agreement
(the Maturity Date).
DIP Term Loans shall bear interest on the outstanding principal
amount thereof at a per annum rate equal to 10%. Interest shall
be due and payable in-kind in arrears, and be capitalized, on the
last business day of each March, June, Septemberand Decemberand
the Maturity Date, by adding such accrued interest amount for
such period to the principal amount of the relevant DIP Term
Loan, with such interest amount added to such principal amount
also accruing interest on a going-forward basis after being added
to such principal amount of such relevant DIP Term Loan.
Subject to certain exceptions, the DIP Term Loans will be secured
by a first priority perfected security interest in substantially
all of the assets of the DIP Loan Parties. The DIP Credit
Agreement contains certain negative covenants, including, without
limitation, those related to investments, the incurrence of
additional debt and/or liens and the amendment of certain
agreements with MPT Operating Partnership, L.P. and/or its
affiliates, certain bankruptcy-related covenants, and certain
financial covenants, in each case as set forth in the DIP Credit
Agreement. The DIP Credit Agreement provides for specified
prepayment events, including, without limitation, upon the sale
of certain assets, and specified events of default, in each case
as set forth in the DIP Credit Agreement.
The foregoing description of the DIP Credit Agreement does not
purport to be complete and is qualified in its entirety by
reference to the DIP Credit Agreement, a copy of which is filed
herewith as Exhibit10.1 and is incorporated herein by
reference.
The Debtors anticipate using the proceeds of the DIP Terms Loans
to fund the Bankruptcy Cases, finance working capital and pay for
expenditures in accordance with budgets approved by the
Administrative Agent and subject to compliance with orders of the
Bankruptcy Court.
Item 2.03. Creation of a Direct
Financial Obligation or Obligation under an Off Balance Sheet
Arrangement of a Registrant.
The information set forth above in Item 1.01 of this Current
Report on Form8-K is hereby incorporated herein by reference.
On April21, 2017, the Bankruptcy Court issued a court order
approving an initial DIP Term Loan in the amount of $6 million,
which was funded on April26, 2017 in connection with the
execution of the DIP Credit Agreement.
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 |
DIP Credit Agreement |
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 on April19, 2017).
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 up +0.289 at 0.620 with 3,920,472 shares trading hands.
