QUORUM HEALTH CORPORATION

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Quorum Health Corporation Enters into Exit ABL Credit Agreement and Exit Term Loan Credit Agreement

07/07/2020 | 05:31pm EDT

As previously disclosed by Quorum Health Corporation (‘QHC’) on its Current Report on Form 8-K filed with the Securities and Exchange Commission (the ‘SEC’) on April 7, 2020, QHC and certain of its direct and indirect subsidiaries (collectively, the ‘company’) filed voluntary petitions (the ‘Chapter 11 Cases’) under Chapter 11 of the United States Bankruptcy Code (the ‘Bankruptcy Code’) with the Bankruptcy Court for the District of Delaware (the ‘Bankruptcy Court’) in order to implement the financial restructuring of the Company. The Chapter 11 Cases are jointly administered under the caption In re Quorum Health Corporation, et al., Case No. 20-10766 (KBO). On June 30, 2020, the Bankruptcy Court entered its Findings of Fact, Conclusions of Law, and Order Approving the Debtors’ Disclosure Statement for, and Confirming, the Debtors’ Joint Prepackaged Plan of Reorganization [Docket No. 556] (the ‘Confirmation Order’), which approved the Disclosure Statement for the Debtors’ Joint Prepackaged Chapter 11 Plan of Reorganization [Docket No. 22] (the ‘Disclosure Statement’) and confirmed the Joint Prepackaged Chapter 11 Plan of Reorganization [Docket No. 556, Ex. 1] (the ‘Plan’). On July 7, 2020 (the ‘Effective Date’), the Plan became effective in accordance with its terms and the Company emerged from the Chapter 11 Cases. On the effective date, pursuant to the Plan, QHC and Quincy Health and certain subsidiaries of QHC have entered into that certain Credit and Guaranty Agreement, dated July 7, 2020 (the ‘Exit ABL Credit Agreement’), among QHC, as a borrower (‘ABL Borrower’ and, together with any other person that becomes a party to the Exit ABL Credit Agreement as a borrower, the ‘ABL Borrowers’), Quincy Health, certain subsidiaries of QHC as guarantors (the ‘ABL Subsidiary Guarantors’ and, together with Quincy Health, the ‘ABL Guarantors’), Credit Suisse AG, New York Branch, as administrative agent (the ‘ABL Agent’), and the lenders party thereto. The Exit ABL Credit Agreement provides for an asset-based revolving loan facility in the maximum principal amount of $145 million (the ‘Exit ABL Facility’), subject to a borrowing base. Under the borrowing base provisions, the ABL Borrowers are only permitted to draw revolving loans in an amount equal to (i) 85% of the aggregate amount of the ABL Borrowers’ and ABL Subsidiary Guarantors’ domestic eligible accounts receivable, plus (ii) 50% of the aggregate amount of the ABL Borrowers’ and ABL Guarantors’ supplemental program eligible accounts receivable, minus (iii) the sum of any reserves established by the ABL Agent in its permitted discretion. Further, at least $21 million of the Exit ABL Facility is available for the issuance of letters of credit to the ABL Borrowers. The ABL Borrowers must use the proceeds of the Exit ABL Facility to, among other things, refinance the existing $125 million senior secured asset-based credit facility (the ‘ABL Facility’) of QHC provided for under that certain ABL Credit Agreement, dated April 29, 2016, among the Company, the lenders party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent (the ‘ABL Credit Agreement’). After the refinancing of the ABL Facility, the ABL Borrowers may use the proceeds of the Exit ABL Facility for working capital, capital expenditures and other general corporate purposes. The Exit ABL Facility bears interest at a rate per annum equal to the sum of (i) the London interbank offering rate (‘LIBOR’) (with a floor of 1.00%), and (ii) a margin of 3.75%. The ABL Borrowers also paid an arranger fee equal to 1.25% of the aggregate principal amount of the Exit ABL Facility on the Effective Date. In addition to the upfront arranger fee, the ABL Borrowers must pay an unused facility fee equal to 0.5% per annum of the unborrowed principal available to the ABL Borrowers under the Exit ABL Facility. Upon the occurrence and continuance of an event of default under the Exit ABL Facility, the ABL Agent is permitted to charge a default rate of interest equal to 2.00% above the rate otherwise applicable. The Exit ABL Facility will mature and become due and payable on July 7, 2024, unless the Exit ABL Facility is accelerated, prepaid, or extended prior to that date. On the Effective Date, pursuant to the Plan, QHC and Quincy Health entered into that certain Credit Agreement, dated July 7, 2020 (the ‘Exit Term Loan Agreement’), among QHC, as the borrower (the ‘Term Loan Borrower’), Quincy Health, Jefferies Finance LLC, as administrative agent and as collateral agent (the ‘Term Loan Agent’), and the lenders party thereto. The Exit Term Loan Agreement provides for a senior secured term loan facility in the aggregate principal amount of $732,153,485.07 (the ‘Exit Facility’). On the Effective Date, the Company extinguished its obligations under (i) that certain $880 million senior secured term loan facility (the ‘Term Loan Facility’) pursuant to that certain Credit Agreement, dated as of April 29, 2016, among QHC, as borrower, the lenders from time to time party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and as collateral agent for the lenders (the ‘Term Loan Agreement’); and (ii) that certain $100 million senior secured revolving credit facility (the ‘Revolving Credit Facility’) pursuant to the Term Loan Agreement. The Term Loan Borrower will use the proceeds of the Exit Facility to, among other things, fund distributions under the Plan. The Exit Facility bears interest at an annual rate equal to LIBOR (with a floor of 1.00%), plus an applicable margin. The applicable margin ranges from 6.50% to 8.25% depending on the Term Loan Borrower’s secured net leverage ratio as of the end of each fiscal quarter. Upon the occurrence and continuance of an event of default under the Exit Facility, the Term Loan Agent is permitted to charge a default rate of interest on overdue amounts equal to 2.00% above the rate otherwise applicable. The Term Loan Borrower, Quincy Health and certain subsidiaries of QHC as guarantors granted a first priority lien on substantially all of their current and future assets, including personal and real property, except for the ABL Priority Collateral, in order to secure the payment and performance of their obligations under the Exit Term Loan Agreement. Further, the Exit Facility will amortize at a rate of 0.25% commencing on the Effective Date and ending on the maturity date, and the Term Loan Borrower must make quarterly payments to the Term Loan Agent on the last business day of each fiscal quarter.


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Managers and Directors
Daniel S. Slipkovich Chief Executive Officer & Director
R. Scott Raplee President & Chief Operating Officer
Alfred Lumsdaine Chief Financial Officer & Executive Vice President
Catherine M. Klema Chairman
Shaheed Koury Chief Medical Officer