December 28, 2021 – The Debtors filed a motion to extend (for a seventh time) the periods during which they have an exclusive right to file a Plan, and solicit acceptances thereof, through and including March 22, 2022 and June 21, 2022, respectively [Docket No. 953]. Absent the requested relief, the Plan filing and solicitation periods are scheduled to expire on January 21, 2022 and April 22, 2022, respectively.
A hearing on the extension motion is scheduled for January 18, 2022.
Notwithstanding that it has been nearly a month since the Debtors held their auctions, there clearly remains work to be done in finalizing those sales; at least in respect of the two treatment centers hat have nominally been purchased by insider Provision Trust which appears to have had some difficulty in sourcing the funding necessary to close on its purchase of the MTPC and PCPT Hamlin centers. We had hoped to get some further clarity on the status of those two asset sales at a December 15th sale hearing, but that hearing was postponed until January 6th and the Debtors recent Court filings have not otherwise provided further guidance beyond what is provided in the current extension motion (ie "The Debtors are working to conclude a hearing approving these sales. The Debtors and their professionals need additional time to conclude the sale process…")
In our coverage of the order granting the Debtors' sixth set of exclusivity periods, we noted: "With the Debtors' sale hearing set for December 15th, we shall soon know whether the Debtors will finally be able to transition from sale efforts to the negotiation/drafting of a consensual Plan [as noted above, that did not happen]. The Debtors did receive a limited objection to the proposed sales from the creditors' committtee with that objection [Docket No. 919] concerned that their may be some question as to whether Provision Trust has been able to source the funding necessary to to close its insider purchases of the Debtors' MTPC and PCPT Hamlin centers (see structure chart below for existing Provision Trust ownership levels).
Adding to a general sense of nervousness, the Debtors have yet to file either of the already overdue Provision Trust APAs with Provision Trust President Terry Douglass commenting as to the state of financing efforts in respect of MTPC (with substantially identical language as to PCPT Hamlin) [Docket Nos. and 926 and 927, respectively]: "For months Provision Trust has worked to secure necessary funding to close the Sale Transaction, including payment of the Cure Amounts for the assumed and assigned contracts. Representatives of Provision Trust have sought both debt and equity financing….Provision Trust will continue to pursue funding sources and is optimistic, based on its efforts to date and continued best efforts, that it will secure the funds to acquire the Assets by the Closing Date or sooner'."
The current (seventh) motion notes: "The Debtors have extended the sale timeline several times to work with bidders. The Debtors conducted an auction on November 30, 2021, and December 1, 2021, for the sale of substantially all of the assets of each of the Debtors. The Debtors are working to conclude a hearing approving these sales. The Debtors and their professionals need additional time to conclude the sale process and to prepare, solicit and confirm a chapter 11 plan.
The extension motion continues, “since the last request for an extension of the exclusivity Periods, the Debtors have conducted sales of substantially all of their assets. The proposed sales are pending before the Court for approval. In anticipation of the approval and ultimate closing of the sales, the Debtors and the Bond Trustee have accelerated and intensified discussions concerning the form of plan of liquidation or other possible exit strategy for these cases. These discussions necessarily have involved the issue of continuing the Exclusivity Periods. Given the current posture of these cases, the Debtors understand that filing a plan sooner rather than later is important. The Debtors believe that it is in their respective best interests and the interests of their estates to extend exclusivity and they are in discussions with the Bond Trustee regarding an agreed period of exclusivity. The Debtors anticipate that any plan put before the Court for confirmation will be agreed to by the Debtors, the Bond Trustee, and the Committee.”
Asset Sales
Further to an August 27th bidding procedures order [Docket No. 675] and auctions held on November 30th and December 1st, the Debtors have begun to file asset purchase agreements in respect of successful and back-up bidders for their three proton therapy and cancer treatment centers, each of which was sold separately. The sale hearing, previously scheduled for December 7th, was subsequently delayed until December 15th and now January 6th.
On December 2nd, the Debtors notified the Court as to the identities of the successful bidders without otherwise providing details as to winning bids or back-up bidders.
Some further detail was provided on December 8th [Docket No. 905] with the current state of play now as follows:
- PCPTK Assets. The November 30th auction saw stalking horse Covenant Health named as the successful bidder (stalking horse bid of $40.0mn and a winning bid of $45.25mn) in respect of the Debtors’ Knoxville, Tennessee facility (the PCPTK assets). Covenant Health’s executed APA is filed at Docket No. 914. No back-up bidder has been named.
- PCPT Hamlin Assets. The December 1st auction saw Provision Trust, Inc. named as the successful bidder in respect of the Debtors’ not yet completed facility in Winter Park, Florida (the PCPT Hamlin assets). The winning bid was $15.5mn in cash and the assumption of accrued PTO and Cure Payments. The back-up bidder for these assets was Proton International, L.L.C. ($9.0mn cash bid). To date, the Debtors have filed the Proton APA [Docket No. 913] but not that of successful bidder Provision Trust.
- MTPC Assets. Provision Trust, Inc. was also named as successful bidder for the Debtors’ Nashville, Tennessee facility (the MTPC assets), although, absent any further qualified bids, no auction was conducted in respect of these assets. The purchase price was $26.5mn in cash and the assumption of accrued PTO and Cure Payments with the APA yet to be filed.
About the Debtors
According to the Andrews Declaration: “The Debtors are non-profit companies, two are operating individually as full-service proton therapy and cancer-treatment centers, and one is being developed as the same. As non-profit companies, the Debtors are devoted to the health and well-being of their regional communities by providing exceptional care to their patients. The Debtors have provided, collectively, more than 100,000 treatments since they opened their doors.
Each Debtor is a limited liability company. Two operate full-service proton therapy and cancer-treatment centers, and one is developing a full-service proton-therapy and cancer-treatment center. MTPC operates the facility in Nashville, Tennessee. PCPTK operates the facility in Knoxville, Tennessee, and PCPT Hamlin is developing the facility in Winter Park (Hamlin), Florida. The Debtors operate vertically-integrated companies in cancer care with connections between the cancer-care provider, systems and technology, operator, and developer (noting that the facility operated by PCPTK utilizes a treatment system from a third party, IBA).
PCPTK was the first proton therapy cancer treatment center in Tennessee, second in the Southeast, and 13th in the nation. Building on the success of the PCPTK, MTPC established a proton therapy cancer treatment center in Nashville in 2018. PCPT Hamlin has been constructing a proton therapy center in the Hamlin community, just outside of Orlando, Florida, since December, 2018.”
As to what proton therapy actually is, the Declaration continues: “The Debtors employ a next-generation proton-therapy system using external beam radiotherapy along with innovative healthcare solutions focused on improving patient care and clinical outcomes for cancer patients. Conventional x-ray therapy deposits energy along the entire path of the beam when entering and exiting the tumor site, which damages healthy organs and tissues of a patient. The proton therapy provided by the Debtors is non-invasive treatment that precisely targets cancerous and non-cancerous tumors and reduces the risk of side effects to surrounding healthy tissue. 19.The Debtors use the most precise form of proton therapy, called ‘Pencil Beam Scanning,’ which allows physicians to target the tumor area with the highest radiation dose by a proton beam only millimeters wide, thus controlling both the depth and the position of the beam, and planning the exact point at which the proton beam stops inside the body. This allows doctors to spare healthy organs and bodily tissue from unnecessary radiation exposure while treating tumors and diseased tissue. This approach has been shown to improve the quality of life for patients both during and after treatment and may lead to reduced patient side effects, fewer patient treatments, improved local cancer control, and improved quality of life for the patient, and shorter treatment times.”
Corporate Structure Chart
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