Adeptus Health Inc. (NYSE:ADPT) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Adeptus Health Inc. (NYSE:ADPT) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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Item 3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.

On March 17, 2017, Adeptus Health Inc. (the Company or Adeptus)
received a notice from the New York Stock Exchange (the NYSE)
indicating that the Company is not in compliance with the NYSEs
continued listing requirements under the timely filing criteria
established in Section 802.01E of the NYSE Listed Company Manual
as a result of its failure to timely file its Annual Report on
Form 10-K for the fiscal year ended December 31, 2016 (the 2016
Form 10-K) by March 16, 2017.

As previously reported by the Company in its Form 12b-25 filed
with the Securities and Exchange Commission (the SEC) on March 2,
2017 (the Form 12b-25), the Companys delay in filing the 2016
Form 10-K is due principally to the additional time the Company
requires to complete its analysis of impairment of goodwill,
intangible assets and investments in unconsolidated subsidiaries
and evaluation of the need to write down its deferred tax assets.
In addition, the Company has identified material weaknesses with
respect to internal control over financial reporting in the areas
of revenue recognition, accounts receivable, accounting for a
contribution to an unconsolidated joint venture, and accounting
for equity in (loss) earnings of unconsolidated joint ventures.
Related to these areas where material weaknesses have been
identified, the Company is evaluating the effect of errors in its
condensed consolidated financial statements and consolidated
financial statements for prior periods. An analysis of root
causes and remediation plans are still in process. Also, there
remains substantial doubt about the Companys ability to continue
as a going concern absent its securing committed long-term
financing. Finally, the Company requires additional time to
complete its financial closing procedures. The Company will not
be able to file the 2016 Form 10-K until such matters have been
resolved and the audit of its consolidated financial statements
for 2016 is completed.

The NYSE informed the Company in its notice that the Company is
required to issue a press release disclosing the delay in filing
the 2016 Form 10-K, the reason for the delay and the anticipated
filing date, if known. The Company today issued the required
press release (a copy of which is attached to this Form 8-K as
Exhibit 99.1 and incorporated herein by reference).

The NYSE also informed the Company in its notice that, under the
NYSEs rules, the Company will have six months from March 16, 2017
to file the 2016 Form 10-K with the SEC. The Company can regain
compliance with the NYSE continued listing requirements at any
time before that date by filing the 2016 Form 10-K with the SEC.
The Company will file the 2016 Form 10-K as soon as practicable.
If the Company fails to file the 2016 Form 10-K before the NYSEs
compliance deadline, the NYSE may grant, at its sole discretion,
an extension of up to six additional months for the Company to
regain compliance, depending on the specific circumstances. The
notice from the NYSE also notes that the NYSE may nevertheless
commence delisting proceedings at any time if it deems that the
circumstances warrant.

Item 8.01. Other Events.

As previously reported in the Companys Quarterly Report on Form
10-Q for the three and nine months ended September 30, 2016, on
October 27, 2016, a purported securities class action complaint
was filed by the Oklahoma Law Enforcement Retirement System
against the Company in the United States District Court for the
Eastern District of Texas (the Oklahoma Retirement System
Action). The complaint also names as defendants, among others,
the members of the Companys board of directors, Sterling Partners
and the joint book-running managers in the Companys secondary
public offering of shares of its Class A common stock completed
in July 2015 (the SPO). The lawsuit is purportedly filed on
behalf of all persons similarly situated and alleges material
misstatements and omissions in the registration statement
relating to the SPO and in the Companys SEC filings and other
corporate reports and public announcements in violation of the
federal securities laws. The action seeks rescission of the SPO
and an award of the costs and attorneys fees, accountants fees
and experts fees of the litigation on behalf of all purchasers of
the Companys shares of Class A common stock in the SPO under
Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as
amended (the Securities Act). The action also seeks monetary
damages and an award of the costs and attorneys fees, accountants
fees and experts fees of the litigation on behalf of open market
purchasers of the Companys shares of Class A common stock between
April 23, 2015 and November 16, 2015 under Section 10(b) and
20(a) of the Securities Exchange Act of 1934, as amended (the

Exchange Act), and Rule 10b-5 promulgated thereunder.
Management believes that the Company has meritorious defenses
and intends to defend this lawsuit vigorously.

Since the filing of the above-described purported class action,
the following additional proceedings have been commenced
against the Company and certain of its directors and officers.

Securities Class Actions

On November 16, 2016, an action captioned Laborers Local 235
Benefit Funds v. Adeptus Health Inc., et al. was commenced in
the Sherman Division of the United States District Court for
the Eastern District of Texas (the Laborers Local 235 Action).
Plaintiff claims that, between June 25, 2014 and November 1,
2016 (the Second Class Period), the Company failed to disclose
to investors that: (i) the Company was engaged in the
widespread overbilling of patients, including low-acuity
patients; (ii) the Companys billing practices were causing
decreases in patient volume and would subject it to decreased
revenues; (iii) the Companys billing practices exposed it to
major financial, reputational, legal and regulatory risks; (iv)
the Companys financial statements were not compliant with
Generally Accepted Accounting Principles (GAAP); and (v) as a
result, the Companys statements were false and misleading at
all relevant times. Plaintiff alleges that it purchased stock
in the Company during the Second Class Period and that it still
held stock in the Company at the end of the Second Class
Period. Plaintiff attempts to state claims for securities fraud
under the Exchange Act on behalf of all persons who purchased
the Companys stock in the open market during the Second Class
Period. Plaintiff also attempts to state claims for material
misstatements and omissions under the Securities Act on behalf
of all persons who purchased the Companys stock in the initial
public offering completed on June 25, 2014 or any of the
secondary public offerings that were completed during the
Second Class Period. The Company and several of its former
executive officers are named as defendants in connection with
the claims under the Exchange Act. The Company, several of its
former executives, the investment banks that underwrote the
secondary public offering, the Companys private-equity sponsor
Sterling Partners, all of the Companys current directors, and
one former director are named as defendants in connection with
the claims under the Securities Act. Plaintiff seeks a
class-wide award of compensatory damages in an unspecified
amount plus interest, and reimbursement of litigation costs and
expenses. Management believes that the Company has meritorious
defenses and intends to defend this lawsuit vigorously.

On December 22, 2016, plaintiff in the Laborers Local 235
Action voluntarily dismissed its complaint in the Sherman
Division of the United States District Court for the Eastern
District of Texas and filed a virtually identical complaint in
the Tyler Division of the United States District Court for the
Eastern District of Texas. The new action is captioned Laborers
Local 235 Benefit Funds v. Adeptus Health Inc., et al.

On December 27, 2016, a number of different groups of purported
class members have moved to consolidate the Oklahoma Retirement
System Action and the Laborers Local 235 Action and to be
appointed as lead plaintiff.

On January 10, 2017, defendants advised the Court they agreed
the Oklahoma Retirement System Action and the Laborers Local
235 Action should be consolidated, but they believed the two
actions should be transferred to the Sherman Division of the
United States District Court for the Eastern District of Texas.

On January 17, 2017, Defendants filed a motion formally asking
that both the Oklahoma Retirement System Action and the
Laborers Local 235 Action be transferred to the Sherman
Division of the United States District Court for the Eastern
District of Texas.

The Court has not yet ruled on any of the pending motions.
Defendants have obtained an indefinite extension of time for
defendants to respond to the complaints until the preliminary
procedural issues have been resolved.

On March 10, 2017, an action captioned Winston Kim v. Adeptus
Health Inc., et al. was commenced in the Tyler Division of the
United States District Court for the Eastern District of Texas.
Plaintiff claims that, between April 29, 2016 and March 1, 2017
(the Third Class Period), the Company failed to disclose to
investors that the Company had material weaknesses with respect
to internal control over financial reporting in the areas of
revenue recognition, accounts receivable, accounting for a
contribution to an unconsolidated joint venture, and accounting
for equity in (loss) earnings of unconsolidated joint ventures.
Plaintiff alleges that he purchased stock in the Company during
the Third Class Period and that he still held stock in the
Company at the end of the Third Class Period. Plaintiff
attempts to state claims for securities fraud under the
Exchange Act on behalf of all persons who purchased the
Companys stock in the open market during the Third Class
Period. The Company and several of its present or former
executive officers are named as defendants. Plaintiff seeks a
class-wide award of compensatory damages in an unspecified
amount plus interest, and reimbursement of litigation costs and
expenses. It is likely that the Company will seek to have this
third action consolidated with the Oklahoma Retirement System
Action and the Laborers Local 235 Action and transferred to the
Sherman division of the United States District Court for the
Eastern District of Texas. Management believes that the Company
has meritorious defenses and intends to defend this third
action vigorously.

Stockholder Litigation in Delaware

On February 6, 2017, an action captioned Cheri Russell v.
Adeptus Health Inc. was commenced against the Company in the
Delaware Chancery Court by a person alleging that she is a
stockholder of the Company, demanding that the Company produce
certain books and records to Section 220 of the Delaware
General Corporation Law (Section 220). The requested books and
records relate generally to the allegations made in the first
two securities class actions, and the plaintiff alleges she is
investigating possible wrongdoing by the Companys officers and
directors. On February 27, 2017, the Company moved to dismiss
the plaintiffs complaint. The parties have not yet set a
briefing schedule on the motion. Management believes that the
Company has meritorious defenses and intends to defend this
lawsuit vigorously.

On March 7, 2017, an action captioned Chaile Steinberg v.
Adeptus Health Inc. was commenced against the Company in the
Delaware Chancery Court by a person alleging that she is a
stockholder of the Company, demanding that the Company produce
certain books and records to Section 220. The requested books
and records relate generally to the allegations made in the
first two securities class actions, and the plaintiff alleges
she is investigating possible wrongdoing by the Companys
officers and directors. The Companys response to this second
Section 220 action is currently due on or about March 27, 2017.
The Company plans to file a motion to dismiss. Management
believes that the Company has meritorious defenses and intends
to defend this lawsuit vigorously.

Consumer Class Action

On January 3, 2017, an action captioned David Adkinson v.
Adeptus Health Inc., et al. was commenced in the Sherman
Division of the United States District Court for the Eastern
District of Texas. The Company and several of its affiliates
are named defendants. Plaintiff alleges that he was a patient
treated in February 2016 at the Companys healthcare facility in
Colorado Springs, Colorado. Plaintiff alleges that the Company
has been guilty of the sort of predatory pricing practices
alleged in the securities class actions. Plaintiff attempts to
state claims for Fraud by Nondisclosure, Deceptive Trade
Practices in violation of the Texas Deceptive Trade Practices
Act, and Money Had and Received/Unjust Enrichment. Plaintiff
purports to state these claims on behalf of a class consisting
of all persons in Texas and Colorado who were charged a
facilities fee at one of the Companys healthcare facilities at
any time during the four years preceding the date on which the
complaint was filed. Plaintiff seeks a class-wide award of
compensatory damages in an unspecified amount plus interest,
and reimbursement of litigation costs and expenses. As an
alternative to compensatory damages, plaintiff requests that
defendants be required to disgorge or pay restitution of
[their] ill-gotten gains. In addition, plaintiff requests that
defendants be enjoined from continuing their allegedly
fraudulent and deceptive practices. Finally, plaintiff seeks an
award of punitive damages in an unspecified amount. The
defendants are currently scheduled to

respond to the complaint in this action on April 6, 2017.
Management believes that the Company has meritorious defenses
and intends to defend this lawsuit vigorously.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

DescriptionofExhibit

99.1

Press Release dated March 23, 2017.

Special Note Regarding Forward-Looking
Statements

This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E 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. Among the factors that could cause future results
to differ materially from those provided in this Current Report
on Form 8-K are: our inability to execute a restructuring that
maximizes value for all constituents while minimizing
disruption to the Companys operations; the risk that the
analyses and evaluations discussed under Item 3.01 of this Form
8-K above are not completed in a timely manner; the risk that
the failure to file the Companys Form 10-K for the fiscal year
ended December 31, 2016 in a timely manner could lead to the
acceleration of the maturity of certain of the Companys
indebtedness and other financial obligations or the delisting
of the Companys Class A common stock by the NYSE; the risk that
these or other risk factors impact the expected timing of the
filing of the Form 10-K for the fiscal year ended December 31,
2016; 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 risk that one or more of the litigations
described above are determined adversely to us; 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 Form 10-K for the fiscal year
ended December 31, 2015 and its Form 10-Q for the three and
nine months ended September 30, 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 up +0.04 at 1.71 with 1,335,392 shares trading hands.

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