Adeptus Health Inc. (NYSE:ADPT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive
Agreement.
On March7, 2017, the Companys subsidiary First Choice ER LLC (the
Borrower) and certain of its affiliates entered into that certain
third amendment (the Third Amendment), dated as of March7, 2017,
amending certain terms of the credit agreement, dated of
October6, 2015, by and among 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).
Among other things, the Third Amendment modifies the Credit
Agreement by providing for an additional extension of credit by
certain of the lenders under the Credit Agreement (the Bridge
Lenders) in the form of a separate tranche of term loans in the
aggregate principal amount of $7.5 million (the Bridge Loans),
the proceeds of which shall be used to pay only the expenses of
the Loan Parties as itemized in the budget prepared by the
Borrower and delivered to the administrative agent prior to
March7, 2017, the date the Bridge Loans were funded. The Bridge
Loans shall 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. The maturity date of the Bridge Loans is
March31, 2017. Under the Third Amendment, the Bridge Lenders are
entitled to payment of all obligations in respect of interest,
principal, fees and indemnities under the Bridge Loans on a
super-priority basis ahead of the indebtedness under the existing
revolving credit and term loan facilities of the Credit
Agreement.
In addition, under the Third Amendment the administrative agent
and the lenders have waived specified existing and anticipated
events of defaults in respect of affirmative covenants with
respect to additional guarantors, pledges of owned real property
assets, delivery of annual financial statements, a covenant
limiting dispositions, and the financial covenants under the
Credit Agreement.
The Borrower paid to the Bridge Lenders on the funding date an
upfront fee equal to 3% of the aggregate principal amount of the
Bridge Loans.
The foregoing description of the Third Amendment in this Current
Report does not purport to be complete and is qualified in its
entirety by reference to the Third 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.
Item5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
In connection with its obligations under the Third Amendment, the
Company has retained financial advisory firm FTI to provide the
services of Andrew Hinkelman to serve as the Companys chief
restructuring officer, reporting directly to the Companys board
of directors, to assist the Company in the planning, analysis of
and execution of a restructuring that is intended to maximize
value for all constituents and minimize disruption to the
Companys operations.
Mr.Hinkelman is a Senior Managing Director at FTI with more than
20 years of experience serving as a financial advisor to
corporations, creditors, equity owners and directors of
performing and underperforming companies. Prior to joining FTI
Consulting, Mr.Hinkelman was a Managing Director in the U.S.
division of PricewaterhouseCoopers (PwC) Business Recovery
Services practice.Mr.Hinkelman holds a B.A. in Business
Administration from California State University, San Luis Obispo.
Item 8.01. Other Information.
On March1, 2017, the Company retained Houlihan Lokey
Capital,Inc. as exclusive financial advisor to advise the board
of directors and management as they explore various strategic
alternatives.
The Company cannot provide assurance that a transaction of any
kind will occur before the maturity date of the Bridge Loans.
The Company does not expect to announce or comment on
developments with respect to its exploration of strategic
alternatives until the board of directors has approved a
specific transaction or has other reason to comment.
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 |
Third Amendment dated as of March7, 2017 to Credit |
Special Note Regarding Forward-Looking Statements
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 that maximizes value for all constituents while
minimizing disruption to the Companys operations; our ability
to file the Companys Form10-K for the fiscal year ended
December31, 2016 on or prior to March16, 2017; our ability to
implement our growth strategy; 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.
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 00.00 at 2.32 with 709,970 shares trading hands.