New Chapter 11 Filing - Neighbors Legacy Holdings Inc.

Neighbors Legacy Holdings Inc.

7/12/18

Look! Some healthcare distress. 

Neighbors Legacy Holdings Inc., an operator of 22 freestanding emergency centers throughout the state of Texas filed for bankruptcy on July 12, 2018. The company blames its filing on "financial difficulties caused in large part by increased competition, less favorable insurance payor conditions, declining revenues, and disproportionate overhead costs as compared to their operational income." In other words, its owners did too much too fast, taking on too much debt to expand too rapidly in a space that requires significant upfront capital investment in exchange for a 12-18 month lag in cash flow generation. Initiate death spiral. 

The company's financial numbers look brutal. Per the First Day Declaration:

"...the Debtors’ consolidated EBITDA dropped from $49 million in 2015, to $45 million in 2016, to $10.3 million in 2017. This drop has been caused, in part, by the increased competition in the industry, which has led to lower patient volumes per Emergency Center. For the Emergency Centers opened prior to 2016, the average claims per day fell from approximately 13 in the first quarter of 2017 to approximately 10 currently. For Emergency Centers opened during 2016, there continues to be, on average, fewer than 10 claims per day. This marked reduction in patient volume led to a strain at previously profitable locations and underperformance at new locations."

The company, therefore, has been engaged in a game of whack-a-mole, trying to plug leakages in the enterprise in order to survive. The company had to close several unprofitable locations and abandon planned (but never opened) locations. It also took down SG&A, all the while alienating relationships with critical parties like landlords, vendors and doctors. You know, like, critical cogs in a medical service machine. 

On the bright side, the company does have a stalking horse bidder in tow. Altus Health Systems OPCO LLC and Altus Health System Realty LLC are the staking horse bidder for Houston assets. The company will utilize the "breathing spell" provided by the filing to conduct an auction and attempt to maximize the value of the assets in a competitive process. 

• Jurisdiction: S.D. of Texas (Judge Isgur)
• Capital Structure: $30mm RCF & $120mm term loan (KeyBank National Association)
• Company Professionals:
  • Legal: Porter Hedges LLP (John Higgins, Eric English, Genevieve Graham)
  • CRO/Financial Advisor: CohnReznick LLP (Chad Sandler)
  • Investment Banker: Houlihan Lokey Inc. 
  • Claims Agent: KCC (*click on company name above for free docket access)
• Other Parties in Interest:
  • Prepetition Lender: KeyBank National Association
    • Legal: Reed Smith LLP (Lloyd Kim, Matthew Tashman)

New Chapter 11 Filing - 4 West Holdings LLC

4 West Holdings LLC

3/6/18 

Texas-based licensed operator or manager of 42 skilled nursing facilities in 7 states has filed a prearranged bankruptcy. The company blames "the performance of the current group of operating Facilities has been negatively impacted by industry headwinds, regulatory actions at certain Facilities, and an inefficient geographic footprint in certain regions in the United States" for its filing.

Similar to HCR Manorcare which filed for bankruptcy earlier this week, 4 West and its affiliates emanate out of a sale leaseback transaction with a publicly-traded REIT counterparty, Omega Healthcare Investors, Inc. ($OHI). And, similarly, this business suffers from many of the same problems, 

Since 2015, the Debtors have faced significant liquidity constraints caused principally by: (a) unfavorable commercial agreements and certain liabilities assumed as part of Merger, including regulatory and personal liability claims; (b) historical losses at certain of the Debtors’ previously-operated facilities, (c) a decline in performance within the current portfolio for a variety of industry-wide developments; and (d) significant capital expenditure needs. Further, the Debtors also faced rent payment obligations to the Omega Parties under the Master Leases, which were significantly higher than their operating income could support.

Consequently, the debtor has entered into a restructuring support agreement with Omega that is predicated upon two parts: (i) a transaction whereby certain unprofitable facilities will transition to a designee of Omega and (ii) a transfer of the more successful facilities to the Plan Sponsor, SC-GA 2018 Partners LLC, which is injecting the company with $225mm of new liquidity by way of $195mm in cash and $30mm note. The Omega Parties will provide a $30mm DIP credit facility to fund the cases. 

• Jurisdiction: N.D. of Texas (Judge Hale)

• Capital Structure: $14.2mm funded RCF (Sterling National Bank), secured Master Leases (Omega), $15mm funded LOC (OHI Asset RO, LLC), $6.2mm secured note (New Ark Mezz Holdings, LLC), $1.1mm unsecured promissory note (SA Mezz Holdings, LLC)

• Company Professionals:

  • Legal: DLA Piper (US) LLP (Thomas Califano, Daniel Simon, Dienna Corrado, Andrew Zollinger, David Avraham)

  • Financial Advisor: Crowe Horwath LLP

  • Restructuring Advisor/CRO: Ankura Consulting (Louis Robichaux, Ben Jones, Chris Hebard)

  • Investment Banker: Houlihan Lokey Capital Inc. (Andrew Turnbull, Ryan Sandahl, Angus Schaller, Adam Montague)

  • Independent Director: Drivetrain Advisors LLC (John Brecker)

  • Healthcare Ombudsman: Melanie Cyganowski

    • Legal: Otterbourg P.C. (Keith Costa)

  • Claims Agent: Rust Consulting/Omni Bankruptcy (*click on company name above for free docket access)

• Other Parties in Interest:

  • DIP Lender: OHI Asset RO, LLC

    • Legal: Bryan Cave LLP (Keith M. Aurzada, Michael P. Cooley, Mark Duedall, Leah Fiorenza McNeill, David Unseth)

  • Plan Sponsor: SC-GA 2018 Partners, LLC

    • Legal: Nelligan LLP (Patrick Nelligan, James Muenker)

  • Sterling National Bank

    • Legal: King & Spalding LLP (Arthur Steinberg, Scott Davidson, Bradley Giordano, Edward Ripley)

  • Official Committee of Unsecured Creditors (Pharmerica Corporation, Healthcare Services Group, Medline Industries, Alana Healthcare, Ominicare Inc., Joerns Healthcare LLC, Regional Ambulance

    • Legal: Pepper Hamilton LLP (Francis Lawall, Donald Detweiler, Joanna Cline) & (local) Norton Rose Fulbright US LLP (Louis Strubeck Jr., Ryan Manns, Elizabeth Boydston)

    • Financial Advisor: CohnReznick LLP (Clifford Zucker)

Updated 5/18/18

New Chapter 11 Filing - Adeptus Health Inc.

Adeptus Health Inc.

• 4/19/17 Recap: Publicly-traded ($ADPT) Texas-based for-profit hospital operator filed for bankruptcy to effectuate a sale of the business to Deerfield Management Company. The company blames significant working capital needs, challenges with revenue cycle management, and reduced utilization and patient volume for its filing. Deerfield is providing the company a $45mm DIP credit facility. 
• Jurisdiction: N.D. of Texas
• Capital Structure: $212.75mm total debt. $61.9mm RCF (Bank of America), $132mm TL (A-1 and A-2, latter with Goldman Sachs Lending Partners), $13.09mm LOC (Bank of America), $7.5mm bridge loan (Deerfield Management Company)    
• Company Professionals:
  • Legal: Norton Rose Fulbright LLP (Louis Strubeck Jr., Kristian Gluck, John Schwartz, Liz Boydston, Timothy Springer)
  • Financial Advisor/CRO: FTI Consulting (Andrew Hinkelman)
  • Investment Banker: Houlihan Lokey Capital Inc.
  • Claims Agent: Epiq Bankruptcy Solutions LLC (*click on company name for docket)
• Other Parties in Interest:
  • Deerfield Management Company LP
    • Legal: Katten Muchin Rosenman LLP (Peter Siddiqui, Paige Barr)
  • MatlinPatterson Global Opportunities Master Fund LP
    • Legal: Ropes & Gray LLP (Mark Somerstein, Keith Woffard) & (local) Porter Hedges LLP (John Higgins, Joshua Wolfshohl)
  • Wexford Spectrum Investors LLC and Debello Investors LLC
    • Legal: Winstead PC (Phillip Lamberson, Rakhee Patel, Annmarie Chiarello)
  • Healthcare Ombudsman: Daniel McMurray
    • Legal: Neubert, Pepe & Monteith PC (Mark Fishman) & (local) Quilling Selander Lownds Winslett & Moser PC (Joshua Shephard)
    • Medical Operations Advisor: Focus Management Group USA (Daniel McMurray, James Grobmyer, Angeline Bernard, Sandra Casper)
  • Official Committee of Unsecured Creditors
    • Legal: Akin Gump Strauss Hauer & Feld LLP (Sarah Link Schultz, Marty Brimmage, David Botter, Alexis Freeman)
    • Financial Advisor: CohnReznick LLP (Chad Shandler)
  • Official Committee of Equity Security Holders
    • Legal: Brown Rudnick LLP (Edward Weisfelner, Bennett Silverberg, Jeffrey Jonas) & Winstead PC (Rakhee Patel, Phil Lamberson)
    • Financial Advisor: Miller Buckfire & Co. LLC & Stifel Nicolaus & Co. (Richard Klein)

Updated 7/13/17

New Chapter 11 Filing - Rupari Holding Corp.

Rupari Holding Corp.

• 4/11/17 Recap: Private-equity owned Illinois-based manufacturer of pre-cooked and sauced pork ribs and other barbeque products under the Roma Products brand (sounds gnarley) filed for bankruptcy to effectuate a sale pursuant to Bankruptcy Code section 363 to Carl Buddig & Co. for $26 million. Love this bit: "Rupari began to encounter substantial headwinds shortly after WPP Group's investment in the business." NICE. Looks like the Wind Point Partners guys really earned that 2-and-20 with this beauty. But wait! There's more! We have the Chinese and a freaky-AF diarrhea virus to blame for the business difficulties as well. And, finally, "specific issues unrelated to its everyday operations exacerbated Rupari's challenges," - namely, a $1.2mm judgment against the company in favor of Danish Crown. This abstract description really lets the imagination run wild - we were having flashbacks to "Brick Top" from Snatch - but it was only this. Anticlimactic. 
• Jurisdiction: D. of Delaware
• Capital Structure: $67mm first lien secured debt ($23.3mm funded - Antares Capital LP), $34.9mm second lien secured debt (Wind Point Partners), $95.4mm unsecured mezzanine debt 
• Company Professionals:
  • Legal: DLA Piper (US) LLP (Richard Chesley, John Lyons, R. Craig Martin, Maris Kandestin)
  • Investment Banker: Kinetic Advisors (Sudhin Roy)
  • Claims Agent: Donlin Recano & Co. Inc. (*click on company name above for free docket access)
• Other Parties in Interest:
  • Antares Capital LP
    • Legal: Katten Muchin Rosenman LLP (John Sieger, Paul Musser) & (local) Potter Anderson & Corroon LLP (Jeremy Ryan, R. Stephen McNeill)
  • Official Committee of Unsecured Creditors
    • Legal: Lowenstein Sandler LLP (Bruce Nathan, Jeffrey Cohen, Wojciech Jung, MIchael Papandrea, Keara Waldron) & (local) Whiteford Taylor & Preston LLP (Christopher Samis, L. Katherine Good, Aaron Stulman)
    • Financial Advisor: CohnReznick LLP (Kevin Clancy, Jeff Manning, Roberta Probber, Mitchell Insero)

Updated 7/18/17

No, not creepy at all. 

New Chapter 11 Filing - LMCHH PCP LLC

LMCHH PCP LLC (Louisiana Medical Center and Heart Hospital LLC)

• 1/30/17 Recap: This is a revenue and operating costs story. Not enough of the first. Too much of the latter. Utilization didn't make up for the cost and capital structure and now the debtor is in Chapter 11 with the hope of finding a buyer.
• Jurisdiction: E.D. of Louisiana (transferred from D. of Delaware)
• Capital Structure: $12mm RCF/$6.7mm funded (MidCap Financial LLC), $105mm Demand Note (Cardiovascular Care Group Inc.),    
• Company Professionals:
  • Legal: Alston & Bird LLP (Grant Stein, David Wender, Sage Sigler), Jones Walker LLP (Elizabeth Futrell) & (local) Young Conaway Stargatt & Taylor LLP (Joel Waite, Kenneth Enos)
  • Financial Advisor & CRO: Solic Capital Advisors LLC (Neil Luria)
  • Claims Agent: Garden City Group (*click on company name above for free docket)
  • Other Parties in Interest:
    • Official Committee of Unsecured Creditors
      • Legal: Heller Draper Patrick Horn & Dabney LLC (William Patrick, Tristan Manthey, Cherie Nobles)
      • Financial Advisor: CohnReznick LLP (Clifford Zucker)
    • MidCap Funding IV Trust
      • Legal: Locke Lord LLP (C. Davin Boldissar)

Updated 4/2/17