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Representative Experience > Healthcare

SOLIC professionals have been among the most active healthcare financial advisors, advising on the recapitalization or sale of over $5.0 billion of healthcare assets. SOLIC professionals have experience across the full healthcare industry continuum:

  • Acute Care Hospitals and Surgery Centers
  • Physician Services
  • Dental Services
  • Ambulatory Care
  • Post-Acute Care

Health System Mergers

Mission Health

Investment Banking

Company Description:

  • Mission Health is a $2 billion, 13,000 employee health system based in Asheville, North Carolina and includes a 770-bed teaching hospital, six regional hospitals, multiple ambulatory care facilities, an 800-plus provider group practice, a $100-plus million post-acute provider, a health plan and related services.

Engagement Objectives:

  • SOLIC was retained as financial Advisor to provide transition planning and wind-down oversight in connection with Mission Health’s sale to Hospital Corporation of America (HCA).

Result Highlights:

  • Developed a comprehensive wind-down plan for all assets and liabilities excluded from the sale transaction
  • Assisted the Hospital in negotiating key elements of the Transition Services Agreement
  • Currently serving as Chief Executive Officer / Chief Wind-Down Officer and Chief Financial Officer and are oversighting the wind-down of all remaining assets and liabilities
  • Currently oversighting the transition of over $1.4 billion in sale proceeds to the Dogwood Health Trust

ALLEGIANCE HEALTH

Investment Banking, Mergers & Acquisition

Company Description:

  • Allegiance Health (“Allegiance”) is a 480-bed community-owned health system in Jackson, Michigan with a 270-physician clinically integrated network and over 40 ambulatory locations.

Challenges Faced:

  • Despite being a sole community provider and having received the Malcom Baldrige Award for Quality, Allegiance had experienced declining market share due to increased competition from statewide health systems and outmigration of both patients and medical staff to neighboring cities such as Ann Arbor and Lansing. In addition, declining reimbursement rates from both commercial and government payors had resulted in a significant decline in profitability. To maintain its existing infrastructure and breadth of quality services, Allegiance determined it needed to partner with a large regional or national system health system.

Solutions Provided by SOLIC Professionals:

  • Served as the exclusive financial advisor to the Board of Trustees to identify and prioritize strategic needs and objectives, and to develop and qualify a list of strategic partners to optimize achievement of these strategic goals.
  • Managed the strategic alternative execution process, orchestrating a confidential solicitation process, providing valuation and due diligence support, and advising the Allegiance Board on structuring and negotiating the terms of the ultimate transaction.

Result Highlights:

  • Allegiance affiliated with Henry Ford Health System (HFHS), a five-hospital system headquartered in Detroit, Michigan and recognized as one of the nation’s leading integrated health systems.
  • As part of the affiliation, Allegiance joined HFHS’ obligor group, receiving a credit rating upgrade, and a capital commitment to finance a new flagship hospital.
  • Allegiance also received access and staffing from HFHS network of specialists, one of the largest academic medical groups in the U.S.

ROCKFORD HEALTH SYSTEM

Investment Banking

Company Description:

  • Located in Rockford, Illinois, Rockford Health System (“RHS”) is the largest and most comprehensive health system serving northwestern Illinois and southern Wisconsin, providing nearly one million patient encounters a year through Rockford Memorial Hospital, Rockford Health Physicians, the Visiting Nurses Association, and Van Matre HealthSouth Rehabilitation Hospital.

Challenges Faced:

  • As an Independent health system, RHS faced growing competition from large region health systems in Chicago and Wisconsin. This was resulting in outmigration and declining market share. In addition, RHS had an aging facility that required significant capital investment to remain competitive. As a result, RHS’ Board was seeking to partner with a larger regional or national health system that would support its long-term mission.

Solutions Provided by SOLIC Professionals:

  • Served as the exclusive financial advisor to RHS in exploring a full range of strategic partnership opportunities.
  • Led the transaction process, which entailed dialogue with prospective strategic partners, developing and implementing a competitive solicitation process, providing valuation and due diligence support, structuring and negotiating the terms of the System Formation Agreement, and performing a credit market assessment of the combined entity.

Result Highlights:

  • As a result of negotiations led by SOLIC professionals with several highly interested leading health systems, Mercy Health System, a not-for-profit, vertically integrated, multi-specialty health system executed the definitive agreements with RHS.
  • The newly-created multi-regional integrated health system consists of five hospitals, more than 550 physicians, and 80 outpatient clinics and other service sites that provide care to residents in more than 40 communities throughout northern Illinois and southern Wisconsin.

WINCHESTER HOSPITAL

Financial Advisor

Company Description:

  • Winchester Hospital is a provider of comprehensive health care services in northwest suburban Boston, with a 229-bed facility and staff of 2,700.

Solutions Provided by SOLIC Professionals:

  • SOLIC professionals acted as financial advisor to Winchester’s Board of Directors to identify a long-term, strategic partner that would provide the best opportunity to create an exceptional healthcare system. SOLIC’s professionals reviewed Winchester’s current financial position and operating trends, evaluated strategic transaction proposals and potential strategic partners, and assisted in selecting, structuring, negotiating, and closing the affiliation with Lahey Health. Several hospitals and health systems were reviewed as part of an extensive process.

Result Highlights:

  • Ultimately, Lahey Health, a nationally-recognized healthcare network with locations throughout northeastern Massachusetts and southern New Hampshire, was selected as the preferred long-term strategic partner because of their clear commitment to providing high-quality care locally, their access to capital, and their ability to support the infrastructure upgrades necessary to transition to value-based reimbursement.
  • This affiliation expands Winchester’s ability to provide high-quality cost-efficient, patient-focused care. Winchester Hospital and Lahey Health intend to a build a stronger system of care in key clinical program areas, including primary care, women’s health, emergency medicine and cancer care with Winchester Hospital patients gaining access to tertiary-level services locally through Lahey Health while maintaining access to Winchester Hospital providers.
  • The affiliation of Winchester Hospital and Lahey Health provides a number of benefits including a unique, shared governance, a commitment to maintain key services and centers of excellence, a strategic vision to develop a high-functioning healthcare system focused on population health management and providing value to the community, and a strong capital position.

Physician Services

BMJ Medical Management Inc.

Restructuring, Asset Management

Company Description:

  • BMJ Medical Management Inc. (NASDAQ: BONS) was one of the leading operators of ambulatory surgery centers, magnetic resonance imaging centers, physical therapy clinics, and musculoskeletal physician practices with annualized revenues of approximately $150 million, senior secured debt of $44 million, preferred stock investments of $7 million and public equity of $50 million.

Challenges Faced:

  • The Company’s capital structure was overleveraged and its business model faced significant litigation pressure from multiple stakeholders.

Solutions Provided by SOLIC Professionals:

  • Initially retained by the Board of Directors of BMJ (comprised primarily of equity sponsor representatives) to oversee BMJ’s restructuring efforts.
  • SOLIC professional appointed President and directed an orderly liquidation of BMJ’s operations in Chapter 11 pursuant to which over 30 separate business units were divested, 100% of the senior secured principal obligations were paid, and significant distributions were made to unsecured creditors and equity holders.

Result Highlights:

  • Developed and executed significant alternative recovery strategies involving numerous adversary proceedings based upon fraudulent conveyance analysis and other litigation support provided by SOLIC professionals.
  • Designed and implemented strategy of orderly liquidation, executing 30 separate settlement transactions among physician groups and ambulatory surgery centers.

PRIMECARE INTERNATIONAL

Restructuring, Asset Management

Company Description:

  • PrimeCare International was a California based integrated healthcare delivery system, operating hospitals, physician practices, diagnostic imaging centers, IPA’s and DME companies.

Challenges Faced:

  • Issues included significant financial losses, technical default on long-term debt, lack of liquidity, and regulatory challenges with its capitation agreements.

Solutions Provided by SOLIC Professionals:

  • Provided interim management including the interim CEO and supporting personnel.
  • Conducted an operational and financial assessment of the organization in which substantial opportunities for financial and operational improvement were identified.
  • The management team, led by the interim CEO, successfully implemented financial and operational improvement initiatives that resulted in significant savings through productivity improvements and other cost initiatives.

Result Highlights:

  • A comprehensive operating and an out-of-court capital restructuring plan resulted in a $120 million increase in revenues and over $50 million of annualized EBITDA improvements.
  • SOLIC professionals executed the successful sale of PrimeCare International resulting in a significant return for its stakeholders.

PHYSICIAN HEALTH CORPORATION

Restructuring

Company Description:

  • Physician Health Corporation (“PHC”) operated cancer centers and other healthcare clinics throughout the Southeast and Midwest. Through a Chapter 11 orderly liquidation, SOLIC professionals realized significant recoveries to PHC’s stakeholders through the sale, liquidation and structured settlements with 38 healthcare entities.

Solutions Provided by SOLIC Professionals:

  • Retained as restructuring advisor

Result Highlights:

  • PHC’s Bethesda Radiation Therapy Centers were acquired by Sonix Medical Resources Inc.: $11.45 million
  • Arlington Cancer Center sold substantially all of its assets: $5 million
  • Aggregate Transaction Value: $33.7 million

EAGLE HOSPITAL PHYSICIANS, LLC

Restructuring, Investment Banking

Company Description:

  • Eagle Hospital Physicians, LLC (“Eagle” or the “Company”), was a leading hospitalist management company focused on developing and managing hospitalist practices for its hospital partners. The Company provided inpatient management solutions through three sources consisting of on-site hospitalist medical practices, telemedicine, and temporary hospitalist staffing through a locum tenens division. Eagle had a national presence and long-standing customer relationships with over 430 affiliated clinicians, client contracts in 17 states at 33 leading regional hospitals and over 550,000 hospital medicine annual encounters.

Challenges Faced:

  • The Company embarked on a roll-up strategy directed by its private equity owner that did not prove successful primarily due to timing, management turnover, and integration issues.
  • Compounding the situation, the owner operators who drove physician relationships (and the top senior executives of each of the three main practices acquired by the private equity group) departed shortly after the combination.
  • Additionally, the combined organizations undertook minimal post-acquisition integration with respect to clinical leadership support models, physician culture, standardized contracting and financial systems.

Solutions Provided by SOLIC Professionals:

  • Retained as financial and restructuring advisor, serving as Executive Chairman, COO and CFO to affect a realignment of organizational strategy including refocusing on client relationships to stabilize and modify contracts to grow contribution margin, implementing critical improvements in revenue cycle management and standardizing recruiting and compliance programs.
  • Developed and implemented comprehensive operational and capital structuring rehabilitation plans to integrate, right size, stabilize, and recapitalize the Company which successfully culminated in the consummation of a debt for equity capital restructuring that resulted in the senior lenders owning a majority of the Company. This resulted in mitigating legacy liabilities and positioning the Company for future growth under new leadership.
  • Subsequent to completing the operational restructuring initiatives, SOLIC was retained to pursue a sale or recapitalization of the Company.

Result Highlights:

  • Successfully repositioned Company for profitable growth by restructuring and standardizing all client contracts, eliminating a layer of middle management to create greater client accountability, renegotiating key payor contracts and enhanced physician recruiting.
  • Recruited new leadership to accelerate growth of telemedicine division.
  • After SOLIC orchestrated a successful competitive solicitation process, Eagle’s Hospitalist Division was acquired by Sound Hospital Physicians, one of the largest providers of hospitalist care.

Dental Services

ORTHODONTIC CENTERS OF AMERICA

Restructuring

Company Description:

  • Orthodontic Centers of America (NYSE:OCA) was the largest operator of orthodontic practices and clinics in the U.S. with a market capitalization at its peak of approximately $1 billion.

Solutions Provided by SOLIC Professionals:

  • Retained as restructuring advisor

Result Highlights:

  • SOLIC professionals chaired the Official Committee of Unsecured Creditors of OCA during the pendency of OCA’s bankruptcy case and then was retained post-bankruptcy by the OCA Liquidating Trust to provide Liquidating Trustee and financial advisory services to the Trust.

APPLE ORTHODONTIX

Restructuring

Company Description:

  • Apple Orthodontics, Inc. (AMEX:AOI) was an $80 million publicly traded orthodontic practice management company with over 70 affiliated orthodontic practices.

Solutions Provided by SOLIC Professionals:

  • Retained by the Company’s senior secured lenders

Result Highlights:

  • SOLIC professionals assisted in the development and implementation of an orderly liquidation process in order to maximize recovery of their secured claims.

DIMENSIONAL DENTAL

Restructuring

Company Description:

  • Dimensional Dental Management, LLC (“DDM”) is a DSO supporting approximately 60 dental practices across New Jersey, New York, Pennsylvania and Michigan.

Challenges Faced:

  • Failed post-acquisition integrations, covenant and payment defaults, and liquidity crisis due to lack of profitability led to a major operational and financial restructuring.

Solutions Provided by SOLIC Professionals:

  • SOLIC professionals have served in the capacity of Chief Restructuring Officer, Interim Chief Financial Officer, Chief Revenue Cycle Officer and exclusive Financial Advisor
  • Led operational and financial rehabilitation efforts

Result Highlights:

  • Negotiated an investment of additional capital from the Company’s existing senior secured lenders
  • Oversighted major overhaul of DDM’s revenue cycle function resulting in significant increase in the Company’s cash flow from operations
  • Rationalized practice operations in order to re-focus on maximization of over-the-counter collections while ensuring quality of care was maintained
  • Stabilized relationships with key provider stakeholder in order to maintain organizational strength
  • Negotiated and orchestrated the disposition of dental practices in order to provide additional liquidity necessary to fund the operational turnaround.

FORBA HOLDINGS

Restructuring

Company Description:

  • FORBA Holdings, a privately held company, is the nation’s premiere dental practice management company focused on dental care for underserved communities. The company manages 69 dental centers in 22 states and provides dental care to Medicaid/SCHIP eligible children.

Challenges Faced:

  • Temporary suspension from provider networks triggered by sensationalist expose (the “Media Event”)
  • Increased regulatory scrutiny and litigation from the Department of Justice, Office of Inspector General, and State Attorneys General
  • Aggressive expansion combined with underperforming centers and increased corporate infrastructure expense
  • Overleveraged capital structure coupled with increased operating expenses (post acquisition) left the Company extremely vulnerable to the post Media Event fall-out
  • Default under its credit agreements, multiple inter-creditor issues and loss of stakeholder confidence.

Solutions Provided by SOLIC Professionals:

  • Right-sized staffing at the corporate and center levels to achieve $7 – $8 million in cost reductions (approximately 6.5%-7.5% of total payroll costs)
  • Standardized supplies purchasing and other corporate activities resulting in $1.5 – $2.5 million in cost reductions
  • Closed 2 negative contribution margin centers and halted 4 new center openings to conserve liquidity and improve profitability
  • Implementation of clinical initiatives with key focus on quality metrics that reinforced clinical best practices, appropriate clinical behavior and quality of care

Result Highlights:

  • Tri-party agreement reached whereby Senior Lenders amend existing credit facility and convert portion of senior secured debt to Second Lien Debt, Subordinated Lenders convert majority of subordinated debt to equity while maintaining a junior strip of capital with PIK interest, and equity sponsor invests fresh capital
  • Brokered a global resolution agreed in principal with DOJ and OIG, whereby all federal and state claims settled against the Company

Ambulatory Care

SSM OF WISCONSIN

Investment Banking

Company Description:

  • With headquarters in Madison, Wisconsin, SSM of Wisconsin (“SSM”), is a comprehensive not-for-profit Catholic healthcare system that is owned and operated by SSM Health Care based in St. Louis, Missouri, one of the largest Catholic systems in the country. Upland Hills Health, located in Dodgeville, Wisconsin, was recently rated one of the Top 100 critical access hospitals in the country. SSM and Upland Hills operated St. Mary’s Dialysis Center in Madison, Wisconsin, the St. Clare Dialysis Center in Baraboo, Wisconsin, and the Upland Hills Health Dialysis Center in Dodgeville, Wisconsin. The dialysis clinics provided over 41,000 treatments annually with essential services to patients suffering from chronic kidney disease and end stage renal disease.

Challenges Faced:

  • Despite the demand for the dialysis programs, SSM and Upland Hills did not have the critical mass with either payors or pharmaceutical companies to make these clinics profitable, resulting in financial challenges for the parent health system. As a result, SSM made a strategic decision to divest the dialysis clinics.

Solutions Provided by SOLIC Professionals:

  • Served as the exclusive financial advisor in exploring a full range of strategic transaction opportunities available to the dialysis centers.
  • In advising SSM, the SOLIC team led the transaction process, which entailed dialogue with prospective strategic partners, developing and implementing a competitive solicitation process, providing valuation and due diligence support, and structuring and negotiating the terms of the agreement with Fresenius.

Result Highlights:

  • SOLIC professionals led negotiations with several leading dialysis providers. As a result, Fresenius, the largest provider of services to patients with kidney disease with a network of more than 2,150 dialysis facilities, entered into agreements to acquire and operate the dialysis centers as well as provide inpatient acute dialysis services at St. Mary’s Hospital in Madison, Wisconsin.

SIOUXLAND SURGERY CENTER

Investment Banking

Company Description:

  • Located in Dakota Dunes, South Dakota, the Siouxland Surgery Center (“SSC”) is a market-leading specialty hospital with 40 licensed beds and 14 operating rooms serving communities throughout Northwest Iowa, Southeast South Dakota, and Northeast Nebraska.

Challenges Faced:

  • SSC was seeking a partner that could expand its market position, increase range of service offerings, expand access to managed care networks and population health capabilities, create greater operating efficiencies through clinical integration, shared services, supply chain management and labor utilization, and ensure SSC has the requisite financial resources and access to capital to achieve its vision and mission to better position SSC for future growth.

Solutions Provided by SOLIC Professionals:

  • Served as the exclusive financial advisor to PhyCare Management Services, LLC (“PhyCare”), which is SSC’s physician-led and governed management services company, in exploring a full range of strategic partnership opportunities available to the Hospital.
  • Led the transaction process, which entailed dialogue with prospective strategic partners, developing and implementing a competitive solicitation process, providing valuation support and structuring and negotiating the terms of the joint venture with Mercy Medical Center and United Surgical Partners International (“USPI”).
  • Orchestrated an accelerated due diligence process, documented all transactional disclosure schedules and supported the organizations’ strategic planning process.

Result Highlights:

  • As a result of negotiations led by SOLIC professionals with several highly interested leading health systems, Mercy Medical Center Sioux City, a non-profit hospital and USPI, an owner of more than 215 surgical facilities, partnered to acquire a majority interest in SSC. Collectively, USPI and Mercy now own more than 51% of SSC. The new investment is designed to meet the needs of a growing community and will lead to more than $100 million in improvements to nearby facilities. Capital improvements will include a streamlined information technology system, a chronic disease registry and support for community health programs.

TENDER LOVING CARE HEALTH CARE SERVICES, INC.

Restructuring, Investment Banking

Company Description:

  • Tender Loving Care Health Care Services, Inc. (“TLC”) was the largest privately held independent provider of home nursing and hospice services in the U.S. with 92 home health and 11 hospice agencies located in 22 states and the District of Columbia.

Challenges Faced:

  • Two months after TLC refinanced its existing credit facilities in connection with the acquisition of AccuMed and NorthWestern Memorial Home Health Care, TLC experienced (i) poor post acquisition integration, (ii) significant decline in revenues and breach of loan covenants, (iii) lack of urgency and accountability at all levels of management, (iv) bloated field care-giver cost structure, and (v) multiple underperforming and negative contribution margin branches.

Solutions Provided by SOLIC Professionals:

  • A SOLIC professional was appointed Executive Chairman in order to oversight the capital and operational restructuring.
  • Engaged as exclusive financial advisor to develop and implement value maximization strategies including a sale of the Company or its assets.
  • SOLIC professionals developed and implemented a performance improvement improving EBITDA by over $15 million annually and then orchestrated the sale of the company at significant premium to market multiples.

Result Highlights:

  • By leveraging the potential of a competitive auction process, SOLIC professionals were able to induce a premium pre-emptive bid from Amedisys (NASDAQ:AMED) for a cash price of $395 million. The transaction represented a premium valuation multiple in excess of 11.0x EBITDA.

MEDICOMP

Investment Banking

Company Description:

  • Medicomp was a leading provider of outpatient and inpatient physical rehabilitation services with over 20 locations across the Southeast

Solutions Provided by SOLIC Professionals:

  • Served as sell side advisor to Medicomp

Result Highlights:

  • SOLIC professionals advised Medicomp in its sale to EnduraCare

Community Hospitals

Memorial University Medical Center

Restructuring, Investment Banking

Company Description:

  • Memorial Health, Inc. (the “Hospital”) operates as a level 1 trauma, acute care academic medical center affiliated with Mercer University School of Medicine. Located in Savannah, Georgia, the Hospital is organized as a private 501(c)3 non-profit corporation and leased the associated real property from the Chatham County Healthcare Authority.

Engagement Objectives:

  • SOLIC professionals were retained jointly by the Hospital Board of Directors and the Chatham County Healthcare Authority to assist in the closing of the sale of assets of the Hospital to an affiliate of Healthcare Corporation of America in exchange for total cash consideration of approximately $450 million.

Solutions Provided by SOLIC Professionals:

  • Developed a comprehensive wind-down plan for all assets and liabilities excluded from the sale transaction
  • Assisted the Hospital in negotiating key elements of the Transition Services Agreement
  • Currently serving as Chief Executive Officer / Chief Wind-Down Officer and Chief Financial Officer and are oversighting the wind-down of all remaining assets and liabilities
  • Developed detailed wind-down budgets and plans in advance of the transaction closing in order to size escrow holdback amounts necessary to run-off retained asset and liabilities
  • Currently oversighting the run-off of all remaining assets including: $100 MM of accounts receivable, ownership interests in various outpatient facilities
  • In charge of the run-off of all corporate liabilities including debt, pre-closing unassumed contracts, malpractice liabilities and other retained liabilities

Result Highlights:

  • Post-closing, SOLIC professionals are serving as Chief Executive Officer/Chief Wind-Down Officer and Chief Financial Officer of Memorial Health, Inc. and are charged with collecting all of the Hospital’s accounts receivable, monetizing various ancillary services that were retained post-closing, and running off the excluded liabilities, such as significant malpractice and other healthcare liability claims.

COMMUNITY MEMORIAL HEALTHCENTER

Investment Banking

Company Description:

  • Community Memorial Healthcenter (“CMH”) owns and operates an acute care hospital and long-term care facility providing comprehensive medical, surgical and long-term care services for the residents of Southern Virginia and Northern North Carolina.

Challenges Faced:

  • CMH had a 50-year old, obsolete hospital facility and was experiencing challenges recruiting physicians and retaining patients. The problem was compounded by the fact that several neighboring communities had recently built new hospitals with investment from for-profit operators. The Company’s strategic alliance with VCU Health System had not resulted in any capital to construct a new facility.

Solutions Provided by SOLIC Professionals:

  • Served as financial advisor to CMH’s Board of Directors.
  • Reviewed CMH’s financial position and operating trends, evaluated capital strategic alternatives for the hospitals.
  • Managed a competitive solicitation process that included regional health systems, national for-profit operators and faith based systems.
  • Assisted Board of Directors in selecting, structuring, negotiating, and closing a strategic transaction.

Result Highlights:

  • Planned and executed a successful solicitation process that culminated with an affiliation and integration with Virginia Commonwealth University, a major, urban public research university with 13 schools and one college

Coshocton County Memorial Hospital

Restructuring

Company Description:

  • Based in Coshocton, Ohio, Coshocton County Memorial Hospital (“CCMH” or the “Hospital”) operates as a general acute care hospital with twelve primary care and specialty physician clinics across central Ohio. The Hospital is organized as a private 501(c)3 non-profit corporation and is a Medicare-designated Sole Community Hospital.

Challenges Faced:

  • As a result of its tight liquidity position, existing financing obligations, and competitive pressures negatively impacting its patient revenue, the CCMH filed a petition for protection under Chapter 11 of the U.S. Bankruptcy Code.

Solutions Provided by SOLIC Professionals:

  • Served as the interim Chief Restructuring Officer and Chief Financial Officer and provided support staff to support a full range of restructuring initiatives at the Hospital.
  • In role as interim CRO/CFO, managed and oversaw the Hospital’s financial operations, vendor relations, liquidity controls and developed a rolling 13-week cash forecast related to debtor-in-possession financing.
  • Supported the Hospital’s management in the oversight, implementation and execution of certain operational improvement initiatives prior to and during the bankruptcy filing.
  • Initiated and led a broad solicitation process contacting various asset-based lenders, healthcare finance companies and specialty lenders to provide the Hospital rescue financing in support of its tight liquidity and funding operational improvement initiatives.

Result Highlights:

  • The SOLIC led process resulted in a structured solution in which the Hospital entered into a debtor-in-possession financing agreement and eventual change-of-control asset sale agreement with Prime Healthcare Foundation (“Prime”), a not-for-profit organization affiliated with Prime Healthcare, a national hospital management company based in California with 43 acute-care hospitals in 14 states. Under its asset purchase agreement, Prime acquired substantially all of CCMH’s assets, has committed to keep the hospital operating as an acute-care facility, maintain all current service lines at the Hospital, and retain substantially all of CCMH’s employees. The transaction, valued at $36.0 million, allowed CCMH to operate as a well-capitalized hospital with a proven healthcare system providing it with access to industry-leading systems as well as significant capital for facilities improvements, technology and equipment.

MEMORIAL HOSPITAL OF RHODE ISLAND

Restructuring

Company Description:

  • Memorial Hospital of Rhode Island (“MHRI”), a Care New England hospital, operated as a 294-bed hospital providing health services for Rhode Island and southeastern Massachusetts including oncology, cardiovascular, orthopedics, rehabilitation, pain management, and diagnostics.

Challenges Faced:

  • Due to competitive dynamics in its market coupled with declining reimbursement trends, MHRI was experiencing significant operating losses creating substantial cash drains on the organization.

Solutions Provided by SOLIC Professionals:

  • Care New England retained SOLIC to identify and implement various strategic alternatives, including operational restructuring activities.

Result Highlights:

  • SOLIC professionals implemented a comprehensive operational restructuring and wind-down of the facility. Serving as Chief Administrative Officer/Chief Restructuring Officer, SOLIC professionals managed day-to-day operations during the evaluation and wind-down periods, facilitated an orderly shutdown and closure of MHRI, initiated and led discussions with various constituents, including employees, physicians, unions, politicians, and local residents, communicated the wind-down plan with regulatory authorities, supported an organized transition of the related physicians, and oversaw the run-off of the assets and liabilities of the hospital.

Post Acute Care

Greenfields of Geneva

Restructuring

Company Description:

  • Friendship Village of Mill Creek, NFP (d/b/a Greenfields of Geneva) is a not-for-profit CCRC, with 147 Independent Living Units, 51 Assisted Living Units, 26 Memory Units and 43 SNF Beds, located in Geneva, Illinois just outside of Chicago.

Engagement Objectives:

  • SOLIC was retained as financial advisor to the Company and the Special Committee to the Board of Directors in conjunction with an evaluation of its strategic alternatives and certain operational restructuring activities, including services related to Greenfields’ filing of a petition for protection under Chapter 11 of the U.S. Bankruptcy Code.

Solutions Provided by SOLIC Professionals:

  • Review of strategic alternatives to effectuate a sale, change of control transaction, and/or stalking horse bid or consensual pursuit of optimal value recovery alternatives for stakeholders
  • Review and evaluate the Company’s materials and communications in conjunction with its pursuit of strategic alternatives
  • Review and assess written offers received by interested parties seeking to acquire the operations and facilities, including the Stalking Horse Bid with its existing sponsor, Friendship Senior Options (FSO)
  • Assistance with respect to negotiations with other capital structure constituents, including senior secured creditors, in order to align interests based on current market conditions and existing debt capacity
  • Review detailed damages assessments and recovery opportunities for existing and potential litigation matters
  • Execution support for the prevailing bidder’s pending Plan Support Agreement (PSA) necessary to effect a change of control transaction via Bankruptcy Court approval
  • Monitor and report to the Company and Bond Trustee the Company’s compliance with its agreements for use of cash collateral and any related agreements used in the bankruptcy case
  • Review and validate the Company’s compliance with debtor-in-possession cash budgets created by the Company and, based upon such variances, advise the Company with respect to its sources and uses of cash on a weekly basis
  • Provide additional bankruptcy support services, as requested by the Company, relevant to the Company’s recovery initiatives.

Result Highlights:

  • The Company entered into a PSA in order to effect a recapitalization with FSO, which was the highest and best offer resulting from the evaluative solicitation process. The PSA was later approved by the Bankruptcy Court once new bond financing was finalized, which resulted in (i) an optimized recovery for the existing senior secured creditors and (ii) a reorganized Greenfields entity to emerge from bankruptcy with a new infusion of capital and recapitalized bond indebtedness.

Glenmoor

Restructuring

Company Description:

  • Life Care St. Johns, Inc. (d/b/a Glenmoor) is a not-for-profit Continuing Care Retirement Community with 157 Independent Living Units, 36 Assisted Living Units, and 30 SNF Beds, located in World Golf Village near St. Augustine, FL.

Engagement Objectives:

  • SOLIC was retained in connection with a comprehensive operational and capital restructuring, which was implemented via a Chapter 11 Bankruptcy filing.

Solutions Provided by SOLIC Professionals:

  • Evaluated Glenmoor’s competitive market position
  • Identified and quantified various revenue enhancement and cost saving opportunities and oversight with regard to implementation of same
  • Reviewed and validated historical financial performance and extended projections
  • Developed 13-week cash flow forecast to assist in cash management
  • Financial advisor to Glenmoor during Chapter 11 Bankruptcy process
  • Facilitated an auction process of the Glenmoor (the “Market Test”) during the Chapter 11 Bankruptcy
  • Developed feasibility analysis which enabled Glenmoor to exit Chapter 11 Bankruptcy and continue as a going concern

Result Highlights:

  • Engaged in tri-party negotiations with Bondholders, Refund Queue Claimants (“RQ”), and OIR with regard to a consensual restructuring and Corrective Action Plan (“CAP”)
  • Effected comprehensive capital restructuring via Chapter 11 Bankruptcy filing, materially consistent with terms agreed to by the Bondholders and RQ Claimants on a consensual basis:
    • Bondholder Claims Restatement: 75% 34-year Current-pay and 25% 34-year Non-current pay cash flow note
    • RQ Claims Restatement: 60% 5-year Current pay note and 40% 34-year non-current pay cash flow note
    • Contribution of additional consideration by Glenmoor’s sponsor
    • Significant compromise of general unsecured claims and 100% compromise of inter-company indebtedness

The Pointe Group

Investment Banking

Company Description:

  • The Pointe Group is an operator of multiple skilled nursing and assisted living facilities located throughout the Boston and Cape Cod areas.

Engagement Objectives:

  • SOLIC was served as exclusive financial advisor to evaluate its competitive positioning, identify various cost-saving initiatives, and pursue and evaluate strategic alternatives.

Solutions Provided by SOLIC Professionals:

  • Initiated and led a robust solicitation process and negotiated with several interested bidders

Result Highlights:

  • Successfully sold certain facilities representing 317 senior living units to Epoch Senior Living for $30 million in an out-of-court, value-maximizing transaction for the various stakeholders

THE FOUNTAINS SENIOR LIVING

Restructuring

Company Description:

  • Engaged by a real estate private equity fund in connection with the operational and capital restructuring of its majority ownership interests in a JV partnership that owns 16 senior living communities in 11 states (“The Fountains” portfolio), managed by an affiliate of Sunrise Senior Living, Inc. (“SRZ”). Portfolio consisted of 16 Senior Living Facilities across 11 States with over 3,900 units in total including: IL – 2,400 units, AL – 880 units, SNF – 520 units, ALZ – 150 units.

Challenges Faced:

  • Declining Independent Living (“IL”) census
  • Pricing pressure on Entrance Fees and Maintenance Fees
  • Declining financial performance
  • Financially distressed property management company
  • Default under the Senior Secured Credit Agreements
  • Significant ongoing funding obligations

Solutions Provided by SOLIC Professionals:

  • Evaluated the competitive position of each of the facilities
  • Reviewed Business Plan and developed five year projections, with sensitivities based on varying occupancy rates, daily reimbursement rates, and operating expense drivers
  • Identified and quantified various cost saving opportunities
  • Reviewed and validated historical financial performance and assessed key demand, revenue and expense drivers
  • Developed 13-week cash flow forecast to assist in cash management and evaluation of liquidity needs

Result Highlights:

  • Negotiated the exchange of existing claims against SRZ as manager for the minority interest not already owned by majority owner
  • Negotiated amendment to existing credit facility collateralized by the 16 properties, resulting in waiver of existing defaults (and accrued default interest), extension of credit facility maturity, minimal increase in pricing and limitation of potential future funding obligations
  • Terminated existing management agreement between SRZ and the Company
  • Evaluated and identified replacement manager and drove transition between SRZ and replacement manager

Representative experience includes transactions led by SOLIC professionals at predecessor firms