HCR ManorCare filed with the U.S. Bankruptcy Court a First Amended Chapter 11 Plan of Reorganization and related Disclosure Statement.
According to the Disclosure Statement, “To facilitate and implement the Alternative Transaction, the Debtor has proposed the First Amended Chapter 11 Plan of Reorganization, which provides for alternative treatment for certain Classes of Claims against and Interests in the Debtor if the Alternative Transaction closes….ProMedica Parent, as the Plan Sponsor, will make a plan contribution to the Debtor in the amount required to (i) pay the Allowed Credit Facility Claims in full, (ii) pay the Agreed Deferred Rent Obligation in the amount of $440,190,183 to the Holders of the QCP Claims, and (iii) pay $50 million to Holders of Interests in the Debtor (the ‘ProMedica Plan Contribution’).”
In addition, “The ProMedica Plan Contribution may be in the form, at ProMedica’s election, of either (x) a capital contribution to the Reorganized Debtor or (y) a combination of (A) a capital contribution to the Reorganized Debtor and (B) an unsecured, subordinated loan to the Reorganized Debtor in principal amount not to exceed $550 million, which unsecured loan shall mature no earlier than the third anniversary of the date of the Closing. In exchange for ProMedica Parent making the ProMedica Plan Contribution, ProMedica Sub will receive 100% of the stock of the Reorganized Debtor. Equity holders will receive a share of $50 million, to be allocated to the Holders of Preferred and Common Interests in accordance with the Plan….Plan Sponsor means (i) ProMedica Health System, Inc., the sponsor under the Alternative Plan Sponsor Agreement or (ii) QCP, the sponsor under the Original Plan Sponsor Agreement, as applicable….The Debtor, ProMedica Parent, and QCP anticipate that the Effective Date will occur in the third quarter of 2018, as it may take three to five months from the date of this Disclosure Statement for the closing of the Merger Agreement and to obtain the governmental approvals necessary for consummation of the transaction.”
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