Page 7 of 8 – SEC Filing
This Amendment No. 3 (this “Amendment”)
to Schedule 13D amends the Schedule 13D (as previously amended, the “Schedule 13D”) filed by (i) Deerfield Mgmt,
L.P. (“Deerfield Mgmt”), (ii) Deerfield Management Company, L.P. (“Deerfield Management”),
(iii) Deerfield Partners, L.P. (“Deerfield Partners”), (iv) Deerfield International Master Fund, L.P. (“DIMF”
and, together with Deerfield Partners, collectively referred to herein as the “Funds”) and (v) James E. Flynn,
a natural person (“Flynn” and, collectively with Deerfield Mgmt, Deerfield Management, Deerfield Partners, and
DIMF, the “Reporting Persons”), with respect to the securities of Adeptus Health Inc. (the “Company”),
on September 19, 2016, as amended by Amendment Nos. 1 and 2 thereto, filed by the Reporting Persons on February 6, 2017 and April
4, 2017, respectively.
Capitalized terms used herein but not otherwise
defined herein shall have the meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby
supplemented and amended by adding the following:
On April
19, 2017, the Company and certain of its affiliates filed a joint plan of reorganization (the “Plan”) under
Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Texas
(the “Bankruptcy Court”). In connection with such filing, the Funds and their affiliates intend to provide up to
$45 million of debtor-in-possession financing (the “DIP Financing”), subject to approval by the Bankruptcy Court.
There can be no assurance that the Bankruptcy Court will approve the DIP Financing.
As previously
reported in the Schedule 13D, on April 3, 2017, the Funds and certain of their affiliates acquired the entire $212.7 million
senior debt position then outstanding, including bridge loan debt, from certain of the Company’s creditors (the
“Initial Senior Debt”). The Funds and their affiliates subsequently made an additional bridge loan to the Company
in the amount of $13.5 (collectively with the Initial Senior Debt, the “Senior Debt”). The Plan provides that, if
confirmed, a portion of the Senior Debt held by the Funds and their affiliates and their rights with respect to the DIP
Financing will be exchanged for newly-issued equity interests in Adeptus Health LLC and certain of its affiliates
representing 100% of the then outstanding equity interests in the Company and such affiliates upon the effectiveness of the
Plan. If the Plan is confirmed, upon its effectiveness, all equity securities of the Company outstanding immediately prior to
such effectiveness will be cancelled.
The Reporting Persons
anticipate that the Company (and affiliated debtors) will request that the Bankruptcy Court schedule a hearing as soon as possible
to consider the terms of the Plan under Section 1129 of the Bankruptcy Code. All of the Funds currently intend to support
the Plan. There can be no assurance, however, that the Bankruptcy Court will confirm the Plan or whether an alternative restructuring
plan or transaction will proposed by the Company or any other party or effected.
The foregoing description of the Plan
does not purport to be complete and is qualified in its entirety by the full text of the Plan, a copy of which was filed by the
Company as Exhibit 99.2 to the Current Report on Form 8-K, dated as of the date hereof.
