Adeptus Health Inc. (NYSE:ADPT) Files An 8-K Regulation FD Disclosure

ME Staff 8-k
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Adeptus Health Inc. (NYSE:ADPT) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure

As previously reported by Adeptus Health Inc. (the “Company”), on April19, 2017, the Company and its subsidiaries (such subsidiaries, together with the Company, the “Debtors”) filed voluntary petitions (collectively, the “Petitions” and, the cases thereby, the “Bankruptcy Cases”) with the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Bankruptcy Court”) for reorganization relief under chapter 11 of title 11 of the United States Code. The cases were consolidated for administrative purposes only under Case No.17-31432.

On July31, 2017, the Company filed its monthly operating report for the period of June1, 2017 through June30, 2017 (the “Monthly Operating Report”) with the Bankruptcy Court. The Monthly Operating Report is attached to this Current Report on Form8-K as Exhibit99.1.

Cautionary Statements Regarding the Monthly Operating Report

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope and has been prepared solely for the purpose of complying with requirements of the Bankruptcy Court. The Monthly Operating Report was not reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment. The financial information in the Monthly Operating Report was not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and, therefore, may exclude items required by GAAP, such as certain reclassifications, non-cash items, accruals, valuations and disclosures. The Monthly Operating Report also contains information for periods which are different from the historical periods required in the Company’s reports to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such information might not be indicative of the Company’s financial condition or operating results for a period that would be reflected in the Company’s financial statements or its reports to the Exchange Act. Information set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Cautionary Statements 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 the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”) from time to time and which are accessible on the SEC’s website at www.sec.gov, including in the section entitled “Risk Factors” in the Company’s 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 Company’s 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 of Reorganization (the “Plan”), (iii)the effects of the Company’s 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 Company’s ability to consummate the transactions contemplated by the Plan, (vii)the potential adverse effects of the Bankruptcy Cases on the Company’s liquidity or results of operations, (viii)the ability to operate the Company’s 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 Company’s control; (x)increased legal costs to execute the Company’s reorganization, and other risks and uncertainties, (xi)the Company’s

ability to maintain contracts, trade credit and other customer, joint venture partner and/or vendor relationships that are essential to the Company’s operations, and (xii)the Company’s ability to retain key executives and employees, and (xiii)the factors discussed in the section entitled “Risk Factors” in the Company’s Form10-K for the fiscal year ended December31, 2015 and its Form10-Q for the three and nine months ended September30, 2016.

The Company’s stockholders are cautioned that trading in shares of the Company’s ClassA common stock during the pendency of the Bankruptcy Cases is highly speculative and poses substantial risks. Trading prices for shares of the Company’s 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). Accordingly, the Company urges extreme caution with respect to existing and future investments in its ClassA common stock.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form8-K, the information in this Item 7.01 is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this current report (including Exhibit99.1 attached hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.

Item 9.01 Regulation FD Disclosure

ExhibitNo.

Description

99.1

Monthly Operating Report for the Period from June1, 2017 to June30,2017.


Adeptus Health Inc. Exhibit
EX-99.1 2 a17-18747_1ex99d1.htm EX-99.1 Exhibit 99.1     Monthly Operating Report   ACCRUAL BASIS   CASE NAME: ADPT DFW Holdings LLC,…
To view the full exhibit click here

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.