Professional Documents
Culture Documents
Docket 544
Docket 544
Edward L. Rothberg
State Bar No. 17313990
Melissa A. Haselden
State Bar No. 00794778
T. Josh Judd
State Bar No. 24036866
Hoover Slovacek LLP
5051 Westheimer, Suite 1200
Galleria Tower II
Houston, Texas 77056
Telephone: (713) 977-8686
Facsimile: (713) 977-5395
Attorneys for Debtors
IN RE: § Chapter 11
§
VICTORY MEDICAL CENTER § CASE NO.: 15-42373-rfn-11
MID-CITIES, LP et al., 1 §
§ Jointly Administered
§
******************************************************************************
IF YOU OBJECT TO THE RELIEF REQUESTED, YOU MUST RESPOND IN WRITING,
SPECIFICALLY ANSWERING EACH PARAGRAPH OF THIS PLEADING. UNLESS
OTHERWISE DIRECTED BY THE COURT, YOU MUST FILE YOUR RESPONSE
WITH THE CLERK OF THE BANKRUPTCY COURT AT 501 WEST 10TH STREET,
FORT WORTH, TEXAS 76102-3643 NO LATER THAN NOVEMBER 19, 2015, AT THE
CLOSE OF BUSINESS. YOU MUST SERVE A COPY OF YOUR RESPONSE ON THE
PERSON WHO SENT YOU THE NOTICE; OTHERWISE, THE COURT MAY TREAT
THE PLEADING AS UNOPPOSED AND GRANT THE RELIEF REQUESTED.
Victory Medical Center Mid-Cities, LP. (“Mid-Cities”) and Victory Parent Company,
LLC, Debtors and Debtors-in-Possession (collectively “Victory” or “Debtor”), move this Court to
enter an order pursuant to 11 U.S.C. §§105 and 363 and Rules 2002, 6004, 9007 and 9014 of the
Federal Rules of Bankruptcy Procedure authorizing the sale of non-leased furniture, equipment,
inventory, medical equipment and other miscellaneous items located at the Mid-Cities location
(the “Purchased Assets”) free and clear of all liens, claims, encumbrances and other interests
to Providence Health, LLC (“Providence”), subject to higher and better offers (the "Mid-Cities
Sale Motion"). In support of the Mid-Cities Sale Motion, the Debtor respectfully states as
follows:
I. SUMMARY
concern for more than a year and ultimately closed the facility in August 2015. Since that time,
substantially all the non-leased furniture, equipment, inventory, medical equipment and other
miscellaneous items utilized by the hospital remains at the leased premises. The Debtor has
received several bids to purchase these assets and has entered into an Asset Purchase Agreement
to sell the Purchased Assets to Providence for $2.2 million, subject to higher and better offers. By
this motion, Mid-Cities is not seeking to sell any asset that is subject to a lease.
closing of the sale no later than November 9, 2015 2. Additionally, the Debtor is required to pay
rent to the landlord in order to preserve the value of the Purchased Assets for the benefit of the
Debtor’s estate. The reduced rent that has been negotiated with the landlord through October is
$25,000 per week. Thus expedited consideration of this motion will obviate the need for payment
3. This Court has jurisdiction by virtue of 28 U.S.C. §§ 157 and 1334. This matter is
4. Venue is proper in this district pursuant to 28 U.S.C. § 1408(1) and (2) because
Debtor Mid-Cities’ principal place of business has been located in this district for more than 180
days preceding the filing of these bankruptcy cases and there are pending affiliated cases for which
5. The statutory predicates for the relief requested in the Sale Motion are sections
105(a) and 363 of title 11 of the United States Code (the “Bankruptcy Code”) and Rules 2002,
6004, 9007 and 9014 of the Federal Rules of Bankruptcy Procedure (the ”Bankruptcy Rules”).
6. The above captioned Chapter 11 bankruptcy cases were each filed on June 12, 2015
(“Petition Date”) 3 under Chapter 11 of Title 11 of the Bankruptcy Code, 11 U.S.C. §§101 et sq.
(the "Bankruptcy Code"). The Debtors continue to manage their respective property as a debtors-
2
The attached APA requires closing by October 30, 2015. However, the parties have agreed to extend the closing
deadline to November 9, 2015 and will modify the APA accordingly.
3
Debtors Victory Medical Center Southcross, LP filed a Chapter 11 petition on July 10, 2015 and Victory Medical
Center Southcross GP, LLC filed its Chapter 11 petition on July 16, 2015.
in-possession pursuant to §§ 1107 and 1108 of the Bankruptcy Code. The Court entered an Order
8. At the time these cases were filed, Victory managed a network of surgical hospitals
in Texas. Mid-Cities, Plano, Craig Ranch and Landmark and are four of the six hospitals managed
by Victory Parent. The other two hospitals are located in Beaumont and East Houston and to date
9. The Debtors have sold substantially all the assets of Victory Plano and Victory
Landmark. No qualified bids were received for the Mid-Cities or Craig Ranch hospitals and those
hospitals have been closed. The Debtors intend to continue to utilize these Chapter 11
proceedings to sell any remaining assets of the hospitals and utilize collections of account
10. Through the Sale Motion, Debtor Victory Medical Center Mid-Cities, LP, seeks to
sell the Purchased Assets to Providence for a cash purchase of $2.2 million, subject to higher and
better offers. A copy of the proposed Asset Purchase Agreement is attached hereto as Exhibit “A”
and incorporated herein by reference (“APA”). Schedules of the Purchased Assets, as well as a
schedule of excluded equipment, is attached to the APA. Providence has also tendered a $100,000
good faith deposit in connection with the APA and is required to close on the sale no later than
November 9, 2015.
11. By this motion, Mid-Cities is not seeking to sell any asset that is subject to a lease
agreement.
12. The Purchased Assets are located at the leased hospital facility where the Mid-
Cities Debtor formerly operated. The Debtor is currently continuing to pay post petition rent on
this space to the landlord in order to maintain the Purchased Assets and preserve the value for the
benefit of the Debtor’s estate. The reduced rent that has been negotiated with the landlord through
October is $25,000 per week. Thus, a quick sale of the Purchased Assets is required to allow the
Debtor stop the accrual of administrative expenses for maintaining these assets at the hospital
facility.
13. The Debtor has received several inferior bids for the Purchased Assets which are
lower in amount, ranging from $950,000-$2.1 million, and which require additional time to close
on a sale. The bid from Providence is the highest bid that the Debtor has received for the
14. The Purchased Assets are collateral of IberiaBank, Mid-Cities’ primary secured
creditor, in connection with various loan agreements and related documents including: (i) a term
note which provided, among other things, that IberiaBank extend Mid-Cities a loan in the principal
sum of $5 million to fund the purchase of Debtor’s assets; (ii) an equipment loan note in the
principal sum of $1 million to purchase new equipment and (iii) a revolving line of credit note in
the principal amount up to $3 million for working capital (collectively the “IberiaBank Loans”).
The IberiaBank Loans were subsequently modified on or about April 13, 2014 to change various
financial covenants and the maturity date on the loans to April 15, 2015. The current balance of
15. Iberia Bank consents to the sale of the Purchased Assets to Providence, subject to
16. To the extent that a party makes a competing bid, it must be in substantially same
form as the Providence offer, including: (i) payment of at least $2.3 million in cash or certified
funds to seller immediately upon Court approval of the sale and (ii) closing to occur no later than
November 9, 2015.
V. REQUESTED RELIEF
17. By this Motion, pursuant to sections 105 and 363 of the Bankruptcy Code and
a. authorization of the sale of Purchased Assets to the Buyer free and clear of all
liens, claims, interests, and encumbrances in connection with APA;
b. waiver any 14-day stay imposed by Bankruptcy Rules 6004 and 6006; and
c. such other and further relief as is just and proper.
a hearing, may use, sell, or lease, other than in the ordinary course of business, property of the
estate." 11 U.S.C. § 363(b)(1). Courts have held that Section 363(b)(1) may be used to dispose of
all or most of a Chapter 11 debtor's assets through the sale as a going concern or by liquidation. In
re Tex. Rangers Baseball Ptnrs, 431 B.R. 707, 710 (Bankr. N.D. Tex. 2010); In re Bombay Co.,
2007 Bankr. LEXIS 3218, *6 (Bankr. N.D. Tex. Sept. 26, 2007). In fact, General Order 2006-02
of this District, establishing procedures for complex chapter 11 cases, contemplates such
transactions.
lease property of the estate, the Court should grant the relief sought if the Debtor is exercising
sound business judgment. Richmond Leasing Co. v. Capital Bank, N.A., 762 F.2d 1303, 1311 fn.10
(5th Cir. 1985); In re Bombay Co., 2007 Bankr. LEXIS 3218 at *12.
20. In this case, Debtor Mid-Cities is not selling all of its assets, rather, it is only selling
its non-leased furniture, equipment, inventory, medical equipment and other miscellaneous items
21. Moreover, without the immediate sale, the Debtor will likely be forced to liquidate
the Purchased Assets at a substantially reduced price, or accept a lower bid than the Providence
bid, which will also require a longer closing period. Both of these options would likely results in
increased rent payment to the landlord, thereby reducing the value of the Debtor’s estate.
VI. NOTICE
22. Actual written notice of the Sale Motion was provided to the following parties (the
“Notice Parties”): (i) the United States Trustee for the Northern District of Texas; (ii) the
collective list of top twenty unsecured creditors in these cases; (iii) counsel to the Purchaser; (iv)
counsel to IberiaBank; (v) the Internal Revenue Service; (vi) parties who have submitted written
bids for these assets and (vii) all persons or entities filing a notice of appearance or request for
Respectfully submitted,
By:
EDWARD L. ROTHBERG
State Bar No. 17313990
MELISSA A. HASELDEN
State Bar No. 00794778
T. JOSH JUDD
State Bar No. 24036866
5051 Westheimer, Suite 1200
Galleria Tower II
Houston, Texas 77056
Telephone: 713.977.8686
Facsimile: 713.977.5395
CERTIFICATE OF SERVICE
I hereby certify that on October 26, 2015, a true and correct copy of the foregoing Motion
to Authorize Intercompany Advances was served on the parties listed below via email at the email
addresses listed below:
Keith Miles Aurzada on behalf of Creditor Head & Spine Institute of Texas
keith.aurzada@bryancave.com, alicia.nixon@bryancave.com;Bradley.purcell@bryancave.com
James H. Billingsley on behalf of Creditor Columbia North Hills Hospital Subsidiary, L.P.
d/b/a North Hills Hospital
jbillingsley@polsinelli.com, tsmith@polsinelli.com
Shawn Kevin Brady on behalf of Creditor Americorp Financial, L.L.C. c/o Brady Law Firm,
PLLC
sgodwin@brady-law-firm.com
Deirdre Carey Brown on behalf of Consolidated debtor Victory Medical Center Craig Ranch,
LP
brown@hooverslovacek.com,
Rodriguez@hooverslovacek.com;bankruptcy1@hooverslovacek.com;deirdrecbrown@yahoo.c
om
Deirdre Carey Brown on behalf of Consolidated debtor Victory Medical Center Plano, LP
brown@hooverslovacek.com,
Rodriguez@hooverslovacek.com;bankruptcy1@hooverslovacek.com;deirdrecbrown@yahoo.c
om
Annie E. Catmull on behalf of Consolidated debtor Victory Medical Center Craig Ranch GP,
LLC
catmull@hooverslovacek.com, ray@hooverslovacek.com
Annie E. Catmull on behalf of Consolidated debtor Victory Medical Center Craig Ranch, LP
catmull@hooverslovacek.com, ray@hooverslovacek.com
Annie E. Catmull on behalf of Consolidated debtor Victory Medical Center Landmark GP,
LLC
catmull@hooverslovacek.com, ray@hooverslovacek.com
Annie E. Catmull on behalf of Consolidated debtor Victory Medical Center Mid-Cities GP,
LLC
catmull@hooverslovacek.com, ray@hooverslovacek.com
Blair Grant Francis on behalf of Creditor Intercede Health, Inc. and Inpatient Medical
Services, P.A.
blair.francis@frtllp.com
Eric S. Goldstein on behalf of Creditor First Financial Corporate Leasing LLC d/b/a First
Melissa A. Haselden on behalf of Consolidated debtor Victory Medical Center Craig Ranch
GP, LLC
Haselden@hooverslovacek.com,
haseldenbankruptcy@gmail.com;welborn@hooverslovacek.com
Melissa A. Haselden on behalf of Consolidated debtor Victory Medical Center Craig Ranch,
LP
Haselden@hooverslovacek.com,
haseldenbankruptcy@gmail.com;welborn@hooverslovacek.com
Melissa A. Haselden on behalf of Consolidated debtor Victory Medical Center Landmark GP,
LLC
Haselden@hooverslovacek.com,
haseldenbankruptcy@gmail.com;welborn@hooverslovacek.com
Melissa A. Haselden on behalf of Consolidated debtor Victory Medical Center Mid-Cities GP,
LLC
Haselden@hooverslovacek.com,
haseldenbankruptcy@gmail.com;welborn@hooverslovacek.com
Melissa A. Haselden on behalf of Consolidated debtor Victory Medical Center Plano GP, LLC
Haselden@hooverslovacek.com,
haseldenbankruptcy@gmail.com;welborn@hooverslovacek.com
Melissa A. Haselden on behalf of Consolidated debtor Victory Medical Center Southcross GP,
LLC
Haselden@hooverslovacek.com,
haseldenbankruptcy@gmail.com;welborn@hooverslovacek.com
Melissa A. Haselden on behalf of Debtor Victory Medical Center Craig Ranch GP, LLC
Haselden@hooverslovacek.com,
haseldenbankruptcy@gmail.com;welborn@hooverslovacek.com
Melissa A. Haselden on behalf of Debtor Victory Medical Center Landmark GP, LLC
Haselden@hooverslovacek.com,
haseldenbankruptcy@gmail.com;welborn@hooverslovacek.com
Melissa A. Haselden on behalf of Debtor Victory Medical Center Mid-Cities GP, LLC
Haselden@hooverslovacek.com,
haseldenbankruptcy@gmail.com;welborn@hooverslovacek.com
Melissa A. Haselden on behalf of Debtor Victory Medical Center Plano GP, LLC
Haselden@hooverslovacek.com,
haseldenbankruptcy@gmail.com;welborn@hooverslovacek.com
Melissa A. Haselden on behalf of Debtor Victory Medical Center Southcross GP, LLC
Haselden@hooverslovacek.com,
haseldenbankruptcy@gmail.com;welborn@hooverslovacek.com
haseldenbankruptcy@gmail.com;welborn@hooverslovacek.com
Joshua Andrew Huber on behalf of Creditor CHP Hurst TX Surgical Owner, LLC
jhuber@blankrome.com, Lucian@blankrome.com
Heather H. Jobe on behalf of Creditor Cumberland Surgical Hospital of San Antonio, LLC
heatherj@bellnunnally.com
T. Josh Judd on behalf of Consolidated debtor Victory Medical Center Craig Ranch GP, LLC
judd@hooverslovacek.com, bankruptcy1@hooverslovacek.com
T. Josh Judd on behalf of Consolidated debtor Victory Medical Center Craig Ranch, LP
judd@hooverslovacek.com, bankruptcy1@hooverslovacek.com
T. Josh Judd on behalf of Consolidated debtor Victory Medical Center Landmark GP, LLC
judd@hooverslovacek.com, bankruptcy1@hooverslovacek.com
T. Josh Judd on behalf of Consolidated debtor Victory Medical Center Mid-Cities GP, LLC
judd@hooverslovacek.com, bankruptcy1@hooverslovacek.com
T. Josh Judd on behalf of Consolidated debtor Victory Medical Center Plano GP, LLC
judd@hooverslovacek.com, bankruptcy1@hooverslovacek.com
William B. Kingman on behalf of Creditor Capital Partners Financial Group USA, Inc.
bkingman@kingmanlaw.com, mavilla@kingmanlaw.com
Susan C. Mathews on behalf of Spec. Counsel Baker Donelson Bearman Caldwell &
Berkowitz, PC
smathews@bakerdonelson.com
Curtis W. McCreight on behalf of Consolidated debtor Victory Medical Center Craig Ranch
GP, LLC
mccreight@hooverslovacek.com, bankruptcy1@hooverslovacek.com
Curtis W. McCreight on behalf of Consolidated debtor Victory Medical Center Craig Ranch,
LP
mccreight@hooverslovacek.com, bankruptcy1@hooverslovacek.com
Curtis W. McCreight on behalf of Consolidated debtor Victory Medical Center Landmark GP,
LLC
mccreight@hooverslovacek.com, bankruptcy1@hooverslovacek.com
Curtis W. McCreight on behalf of Consolidated debtor Victory Medical Center Mid-Cities GP,
LLC
mccreight@hooverslovacek.com, bankruptcy1@hooverslovacek.com
Curtis W. McCreight on behalf of Consolidated debtor Victory Medical Center Plano GP, LLC
mccreight@hooverslovacek.com, bankruptcy1@hooverslovacek.com
Curtis W. McCreight on behalf of Consolidated debtor Victory Medical Center Southcross GP,
LLC
mccreight@hooverslovacek.com, bankruptcy1@hooverslovacek.com
Alan Bartlett Padfield on behalf of Creditor De Lage Landen Financial Services, Inc.
abp@livepad.com
Mary Alice Parsons on behalf of Creditor Fire and Life Safety America
mparsons@hptxlaw.com
Bradley James Purcell on behalf of Creditor Head & Spine Institute of Texas
bradley.purcell@bryancave.com
Edward L. Rothberg on behalf of Consolidated debtor Victory Medical Center Craig Ranch
GP, LLC
rothberg@hooverslovacek.com,
mayle@hooverslovacek.com;ELRbankruptcy@gmail.com,ray@hooverslovacek.com
Edward L. Rothberg on behalf of Consolidated debtor Victory Medical Center Craig Ranch,
LP
rothberg@hooverslovacek.com,
mayle@hooverslovacek.com;ELRbankruptcy@gmail.com,ray@hooverslovacek.com
Edward L. Rothberg on behalf of Consolidated debtor Victory Medical Center Landmark GP,
LLC
rothberg@hooverslovacek.com,
mayle@hooverslovacek.com;ELRbankruptcy@gmail.com,ray@hooverslovacek.com
Edward L. Rothberg on behalf of Consolidated debtor Victory Medical Center Mid-Cities GP,
LLC
rothberg@hooverslovacek.com,
mayle@hooverslovacek.com;ELRbankruptcy@gmail.com,ray@hooverslovacek.com
Edward L. Rothberg on behalf of Consolidated debtor Victory Medical Center Plano GP, LLC
rothberg@hooverslovacek.com,
mayle@hooverslovacek.com;ELRbankruptcy@gmail.com,ray@hooverslovacek.com
Edward L. Rothberg on behalf of Debtor Victory Medical Center Craig Ranch GP, LLC
rothberg@hooverslovacek.com,
mayle@hooverslovacek.com;ELRbankruptcy@gmail.com,ray@hooverslovacek.com
Edward L. Rothberg on behalf of Debtor Victory Medical Center Landmark GP, LLC
rothberg@hooverslovacek.com,
mayle@hooverslovacek.com;ELRbankruptcy@gmail.com,ray@hooverslovacek.com
Edward L. Rothberg on behalf of Debtor Victory Medical Center Mid-Cities GP, LLC
rothberg@hooverslovacek.com,
mayle@hooverslovacek.com;ELRbankruptcy@gmail.com,ray@hooverslovacek.com
Edward L. Rothberg on behalf of Debtor Victory Medical Center Plano GP, LLC
rothberg@hooverslovacek.com,
mayle@hooverslovacek.com;ELRbankruptcy@gmail.com,ray@hooverslovacek.com
Edward L. Rothberg on behalf of Debtor Victory Medical Center Southcross GP, LLC
rothberg@hooverslovacek.com,
mayle@hooverslovacek.com;ELRbankruptcy@gmail.com,ray@hooverslovacek.com
J. Casey Roy on behalf of Interested Party Texas Department of State Health Services
casey.roy@texasattorneygeneral.gov
eks@federal-lawyer.com
Nicola G. Suglia on behalf of Creditor Canon Financial Services, Inc. c/o Fleischer, Fleischer
& Suglia
nsuglia@fleischerlaw.com, fleischercases@fleischerlaw.com
WITNESSETH:
WHEREAS, Seller previously operated a hospital located at 1612 Hurst Town Center Drive,
Hurst Texas 76054 Hurst, Texas ("Mid-Cities Hospital")
WHEREAS, on June 12, 2015 (the "Petition Date") the VMCMC Seller and VPC filed
voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy
Code") in the United States Bankruptcy Court for the Northern District of Texas, Fort Worth Division
(the "Bankruptcy Court"). These bankruptcy cases are being jointly administered for procedural
purposes only with affiliated Debtor bankruptcy cases under Case No. 15-42373 (collectively, the
"Bankruptcy Cases");
WHEREAS, the Seller and VPC have continued in possession of their respective assets and
have continued in the management of the Business pursuant to Sections l 107(a) and 1108 of the
Bankruptcy Code;
WHEREAS, Seller and VPC have determined to sell certain assets ("Assets") to Buyer and
Buyer desires to purchase, the Assets described in this Agreement, all upon the terms and conditions of
this Agreement and subject to Bankruptcy Court approval.
NOW, THEREFORE, in mutual consideration of the above premises and of the covenants and
agreement as hereafter set forth, the parties agree as follows:
1. Purchase and Sale. On the terms and subject to the conditions set forth in this Agreement,
at Closing, and subject to entry of an order by the Bankruptcy Court approving the Agreement
and this sale, Buyer shall purchase from Seller and VPC, and Seller and VPC shall sell to Buyer,
the Assets listed on the attached Addendums "A" and "C", excluding the equipment and items
listed on Exhibit 1 attached hereto (collectively the "Purchased Assets") free and clear of all
claims, encumbrances, debts, demands or liabilities of any kind. SELLER hereby agrees to sell,
convey, transfer and assign to Providence Health LLC, free and clear of all liens, mortgages,
pledges, encumbrances, claims, charges and interests of every kind, the Purchased Assets and
Providence Health LLC agrees to purchase the Purchased Assets for the price and subject to the
terms and conditions herein contained.
2. Cash Purchase Price. In consideration for the transfer by the Seller and VPC to the Buyer
of the Purchased Assets, Buyer shall pay and deliver, or cause to be delivered on Buyer's
behalf, Two Million, Two Hundred Thousand United States Dollars ($2,200,000.00) (the "Cash
Purchase Price"), at Closing. The Cash Purchase Price shall be paid at Closing from (i) the
$100,000 in deposited funds ("Good Faith Deposit") held by the Escrow Agent pursuant to the
terms of that certain escrow agreement between Seller, Buyer and Escrow Agent attached hereto
as Exhibit 2 (the "Escrow Ag1·ee111ent") and (ii) the balance of $2,100,000.00 shall be paid
directly by Buyer at Closing by certified, cashier's check, or bank wire transfer as directed by
SELLER. Should Closing not occur due to a breach by Seller or VPC not occuning, then all
amounts escrowed by Buyer in connection with this Agreement shall be returned to Buyer within
three (3) business days of Buyer's request, which shall include wiring instructions for where said
escrowed funds are to be sent.
3. Earnest Money Deposit. The Cash Purchase Price shall include Buyer's cash deposit in
the amount of $100,000.00 (the "Good Faith Deposit"), which amount shall be held by the
Escrow Agent pursuant to the terms of the Escrow Agreement, a copy of which is attached
hereto as Exhibit 2, and applied to the purchase price at Closing or returned to the Buyer if there
is a breach by Seller or VPC or Buyer is not the Highest Bidder. If Buyer breaches its obligation
to close the sale transaction in accordance with this Agreement, the Good Faith Deposit shall be
forfeited to the Seller as liquidated damages, and not as a penalty, which shall be Seller's
exclusive remedy.
4. Closing. Closing will take place within two (2) days of the date the Bankmptcy Court approves
this Agreement but in no event later than October 30, 2015 ("Closing'~, unless otherwise
extended by written agreement of the Parties.
a. Purchased Assets Sold "As ls, Where Is." BUYER ACKNOWLEDGES AND
AGREES THAT THE PURCHASED ASSETS SOLD PURSUANT TO THIS
AGREEMENT AE SOLD, CONVEYED, TRANSFERRED AND ASSIGNED ON AN
"AS IS, WHERE AS" BASIS "WITH ALL FAULTS" AND THAT EXCEPT AS SET
FORTH IN THIS AGREEMENT, THE SELLER MAKES NO REPRESENTATIONS
OR WARRANTIES, TERMS, CONDITIONS, UNDERSTANDINGS OR
COLLATERAL AGREEMENTS OF ANY NATURE OR KIND, EXPRESS OR
IMPLIED, BY STATUTE OR OTHERWISE.
d. Capacity; Enforceability -VPC and Seller have all requisite power, capacity and
authority to execute and deliver this Agreement and to perform their respective
obligations hereunder. This Agreement has been duly and validly executed and delivered
by, and is a valid and binding obligation of, VPC and Seller enforceable against VPC and
Seller, as applicable, in accordance with its terms, except as the enforceability may be
e. Consents and Approvals. Other than Bankruptcy Court approval of this sale and the
Agreement, no waiver, Order, Permit or authorization of or from, or declaration of filing
with, or notification to, any person or govermnental authority is required on the part of
the Seller or VPC in connection with the execution and delivery of this Agreement or
other transactional document contemplated hereunder.
f. Title to Assets. Subject to the Sale Order, the Seller or VPC has good and valid title to
all the Purchased Assets free and clear of all liens (except for those that will be
released/paid upon Closing), and at the Closing will convey good and valuable title to
all such Purchased Assets to fue Buyer.
6. Representations and Warranties of Providence Health LLC. Providence Health LLC hereby
represents and warrants to SELLER as follows:
a. Providence Health LLC has all requisite power and authority to operate its business as it
is now being conducted, and has complete and unrestricted power to enter into this
Agreement and purchase fue Purchased Assets.
b. Providence Health LLC will provide adequate personnel to supervise and conduct the
removal and transfer of the Assets, and perform its other duties pursuant hereto, will use
reasonable ordinary and customary care to insure fue safety of its employees, agents and
invites with on fue Premises, and will use commercially reasonable efforts to insure the
minimum amount of damage and wear and tear to the Premises resulting from the
removal/disconnection of the Assets.
7. Choice of Law. It is the intention of the parties that the internal laws of the State of Texas shall
govern the validity of the Agreement, the construction of its terms, and the interpretations of the
rights and duties of the parties. The parties further agree that, in the event of a dispute arising
hereunder, the jurisdiction and venue of any proceeding shall be in any court of competent
jurisdiction in County of Harris, State of Texas.
8. Risk of Loss. All risk of loss wifu respect to the Purchased Assets shall pass to Providence
Health LLC on the date hereof and Providence Health LLC shall be solely responsible for any
damage to or loss of the Purchased Assets, for whatever reason, occurring after the date hereof.
9. Entire Agreement Modification. This Agreement represents the entire Agreement of the Parties
and supersedes all prior Agreement and understandings whether written or oral; and shall not be
assigned, changed, modified, altered, or amended except by written agreement duly executed by
all parties.
IN WITNESS HEREOF, the parties hereto have cause this Agreement to be duly executed on the
day and year first above written.
ADDENDUM "A"
Schedule of Purchased Equipment
Case 15-42373-rfn11 Doc 544-1 Filed 10/26/15 Entered 10/26/15 19:21:22 Page 6 of 42
Addendum A: Victory Medical Center - Mid Cities Hurst, Texas Medical Source Systems
Medical Equipment Inventory List (937 Records) Updated: October 23, 2015
Page 1 of 9
Case 15-42373-rfn11 Doc 544-1 Filed 10/26/15 Entered 10/26/15 19:21:22 Page 7 of 42
Addendum A: Victory Medical Center - Mid Cities Hurst, Texas Medical Source Systems
Medical Equipment Inventory List (937 Records) Updated: October 23, 2015
Page 2 of 9
Case 15-42373-rfn11 Doc 544-1 Filed 10/26/15 Entered 10/26/15 19:21:22 Page 8 of 42
Addendum A: Victory Medical Center - Mid Cities Hurst, Texas Medical Source Systems
Medical Equipment Inventory List (937 Records) Updated: October 23, 2015
Page 3 of 9
Case 15-42373-rfn11 Doc 544-1 Filed 10/26/15 Entered 10/26/15 19:21:22 Page 9 of 42
Addendum A: Victory Medical Center - Mid Cities Hurst, Texas Medical Source Systems
Medical Equipment Inventory List (937 Records) Updated: October 23, 2015
Page 4 of 9
Case 15-42373-rfn11 Doc 544-1 Filed 10/26/15 Entered 10/26/15 19:21:22 Page 10 of 42
Addendum A: Victory Medical Center - Mid Cities Hurst, Texas Medical Source Systems
Medical Equipment Inventory List (937 Records) Updated: October 23, 2015
Page 5 of 9
Case 15-42373-rfn11 Doc 544-1 Filed 10/26/15 Entered 10/26/15 19:21:22 Page 11 of 42
Addendum A: Victory Medical Center - Mid Cities Hurst, Texas Medical Source Systems
Medical Equipment Inventory List (937 Records) Updated: October 23, 2015
(1) Stool w/Back, (1) Stool W/O Back, (1) Kick Bucket, (2) Step
N/A Stainless Equipment Stainless Equipment Stainless Equipment Stools, (2) Linen Hampers, (2) Mayo Stands, (2) Basin Stands, (1) OR None N/A N/A None
24x48 Back Table, (2) IV Poles, (2) Floor Sharps, (1) Prep Stand
(1) Stool w/Back, (1) Stool W/O Back, (1) Kick Bucket, (4) Step
Stools, (2) Linen Hampers, (2) Mayo Stands, (2) Basin Stands, (1)
N/A Stainless Equipment Stainless Equipment Stainless Equipment OR None N/A N/A None
18x48 Back Table, (2) IV Poles, (1) Overbed Table, (1) Prep Stand,
(1) Tank Cart
N/A Omnicell Inc. Workstation G4 ANT-FRM-001 Medication Management System, Portable Workstation OR 93081 N/A 2013 None
N/A Armstrong Medical Anesthesia Cart Anesthesia Cart Anesthesia Cart, Fully Supplied OR None N/A N/A None
N/A Allen Medical Stirrups Yellow Fins Yellow Fin Stirrups, w/ Cart OR A283985 N/A N/A None
N/A Stryker Corp. Serfas 279-000-000 RF Generator, Ablation System OR 07F057204 1213 2007 None
N/A Stryker Corp. I-Switch 277-200-100 Foot Control, Wireless OR 07C016104 1214 2007 None
N/A Stryker Corp. I-Switch 277-200-100 Foot Control, Wireless OR 07C015994 N/A 2007 None
N/A Stryker Corp. SDP1000 SDP1000 Digital Color Printer OR 891186 N/A 2014 None
N/A Smiths Medical Asd, Inc. Equator Warmer EQ-5000 Convective Warmer System OR 2004 1446 N/A 2004 None
N/A Smiths Medical Asd, Inc. Equator Warmer EQ-5000 Convective Warmer System OR S10004906 N/A 2010 None
N/A Siemens Healthcare BFT II Analyzer BFT II Analyzer Analyzer, Coagulation OR 222.8287 N/A N/A None
N/A Stryker Corp. FloSteady 350-800-001 Arthroscopy Pump, Fluid Management System, w/ Stand OR 1011CE682 N/A 2010 None
N/A Stryker Corp. FloSteady 350-800-001 Arthroscopy Pump, Fluid Management System, w/ Stand OR 1206CE485 N/A 2012 None
N/A Omnicell Inc. Workstation G4 ANT-FRM-001 Medication Management System, Portable Workstation OR 93079 1445 2013 None
N/A Armstrong Medical Anesthesia Cart Anesthesia Cart Anesthesia Cart, Fully Supplied OR none N/A N/A None
N/A Stryker Corp. X7000 220-190-000 Light Source, Xenon, 300W OR 04F039034 N/A 2004 None
N/A Stryker Corp. 1188 HD 1188-210-105 High Definition Camera, Head OR 07F054814 N/A 2007 None
N/A Stryker Corp. 1188 HD 1188-210-105 High Definition Camera, Head OR 07F054994 N/A 2007 None
N/A Sony A5 UP51MD Printer, Color Video OR 10573 N/A N/A None
N/A Gomco 3020 3020 Aspirator Pump - Non-Functing OR E1-2233 N/A N/A None
N/A Fischer RX-69 RX-69 Imaging Table OR 1-05-93-031 N/A 1993 None
N/A Stryker Corp. X8000 220-200-000 Light Source, Xenon, 300W OR 06J033674 N/A 2006 None
N/A Stryker Corp. X8000 220-200-000 Light Source, Xenon, 300W OR 07F022974 N/A 2007 None
N/A Stryker Corp. 350-357-000 350-357-000 Arthroscopy Pump OR 0401CE420 N/A 2004 None
N/A Stryker Corp. 350-357-000 350-357-000 Arthroscopy Pump OR 0401CE425 N/A 2004 None
N/A Stryker Corp. 350-402-000 350-402-000 Arthroscopy Pump OR 0504CE416 N/A 2005 None
N/A Stryker Corp. Serfas 279-000-000 RF Generator, Ablation System OR 07E031894 N/A 2007 None
N/A Stryker Corp. I-Switch 277-200-100 Foot Control, Wireless OR 07E004964 N/A 2007 None
N/A Smiths Medical Asd, Inc. Equator Warmer EQ-5000 Convective Warmer System OR 2004 0533 N/A 2004 None
N/A Products for Medicine White Sun XL300 Light Source, Headlamp System, Xenon, 300W OR P1192088 N/A N/A None
N/A ConMed Linvatec 24K Arthroscopy Pump, Fluid Management System, w/ Stand OR None N/A N/A None
N/A DAVOL Hydroflex 0025800 Irrigation Pump, w/ Stand OR XA10863 1211 N/A None
N/A HAEMONETICS Cell Saver Elite CSE-E Autotransfusion System, w/ Cart and IV Poles OR 11D177 N/A N/A None
N/A Valleylabs Inc. Force FX Force FX Electrosurgical Unit, w/ Cart and Foot Controls OR CF1B16475A 1181 N/A None
N/A Mizuho OSI Ultra Shoulder Positioner 5338-24 Shoulder Positioner, with Shoulder Positioner Cart OR None N/A 2013 None
N/A Medivators Transport Cart 78400-987 Cart, Scope Transport Cart, 5 Shleves, Scope Containers OR None 1492 N/A None
N/A Medtronic Midas Rex Legend Midas Rex Legend Pneumatic Instrument System OR B2328-05 1162 N/A None
(1) Stool w/Back, (1) Stool W/O Back, (1) Kick Bucket, (4) Step
N/A Stainless Equipment Stainless Equipment Stainless Equipment Stools, (2) Linen Hampers, (3) Mayo Stands, (1) Basin Stands, (1) OR None N/A N/A None
18x48 Back Table, (1) IV Pole, (1) Overbed Table, (3) Prep Stand
N/A Future Health Scrub Sink Amsco Flexmatic Scrub Sink, Two Stattions, Knee Activated Panels OR Corridor 54099-022 1501 N/A None
N/A Omnicell Inc. One-Cell Rx G4 MDA-FRM-001 Medication Management System, Auxilliary Cabinet OR Corridor 93302 N/A N/A None
N/A Sanyo Refrigerator SR-2570W Refrigerator, Lockable, Undercounter, 2.5 Cubic Ft. OR Corridor 020509877 N/A N/A None
N/A Steris Corp. Scrub Sink Amsco Flexmatic Scrub Sink, Two Stattions, Knee Activated Panels OR Corridor 0415404028 1500 N/A None
N/A Steris Corp. Scrub Sink Amsco Flexmatic Scrub Sink, Two Stattions, Knee Activated Panels OR Corridor 0415304027 1499 N/A None
N/A Steris Corp. Scrub Sink Amsco Flexmatic Scrub Sink, Two Stattions, Knee Activated Panels OR Corridor 0417004055 1498 N/A None
N/A Steris Corp. Scrub Sink Amsco Flexmatic Scrub Sink, Two Stattions, Knee Activated Panels OR Corridor 0417504082 1502 N/A None
N/A Steris Corp. Scrub Sink Amsco Flexmatic Scrub Sink, Two Stattions, Knee Activated Panels OR Corridor 0416804037 1503 N/A None
N/A Hettich Lab Technology Rotofix 32A Centrifuge OR Corridor None N/A N/A None
N/A Hologic NovaSure NovaSure RF Controller, Endometrial Ablation System OR Corridor CSP3167 N/A N/A None
N/A Ethicon Gynecare ThermaChoice II EAS200-1 Uterine Balloon Therapy System OR Corridor R24613 N/A N/A None
N/A Lead Apron Hanging Rack Lead Apron Hanging Rack Apron Hanging Rack Hanging Rack, Total Qty of 5 Hanging Racks OR Corridor None N/A N/A None
N/A Lead Aprons Lead Aprons Lead Aprons Lead Shields, Qty of 47 Body Shields and 13 Thyroids OR Corridor None N/A N/A None
N/A Ethicon Suture Cart Suture Cart Suture Cart OR Corridor None N/A N/A None
N/A Pedigo Space Station Table CDS-3072 Space Station Back Table OR Corridor None N/A N/A None
N/A Justrite MFG Flammable Safe 893300 Flammable Safety Cabinet, 30 Gallon, 1 Shelf OR Corridor None N/A N/A None
N/A Difficult Intubation Cart Difficult Intubation Cart Difficult Intubation Cart Difficult Intubation Cart, Fully Stocked OR Corridor None N/A N/A None
N/A Datascope Corp. Gas Module SE 0998-00-0481-01 Respiratory Gas Module PACU 6294327-G7 N/A N/A None
N/A Datascope Corp. Passport 2 Passport 2 Patient Monitor PACU TS10278617 N/A N/A None
N/A Datascope Corp. Passport 2 Passport 2 Patient Monitor PACU TS10284317 N/A N/A None
Page 6 of 9
Case 15-42373-rfn11 Doc 544-1 Filed 10/26/15 Entered 10/26/15 19:21:22 Page 12 of 42
Addendum A: Victory Medical Center - Mid Cities Hurst, Texas Medical Source Systems
Medical Equipment Inventory List (937 Records) Updated: October 23, 2015
Page 7 of 9
Case 15-42373-rfn11 Doc 544-1 Filed 10/26/15 Entered 10/26/15 19:21:22 Page 13 of 42
Addendum A: Victory Medical Center - Mid Cities Hurst, Texas Medical Source Systems
Medical Equipment Inventory List (937 Records) Updated: October 23, 2015
Page 8 of 9
Case 15-42373-rfn11 Doc 544-1 Filed 10/26/15 Entered 10/26/15 19:21:22 Page 14 of 42
Addendum A: Victory Medical Center - Mid Cities Hurst, Texas Medical Source Systems
Medical Equipment Inventory List (937 Records) Updated: October 23, 2015
Page 9 of 9
Case 15-42373-rfn11 Doc 544-1 Filed 10/26/15 Entered 10/26/15 19:21:22 Page 15 of 42
ADDENDUM "C"
Schedule of Other Purchased Assets
Case 15-42373-rfn11 Doc 544-1 FiledC:
Addendum 10/26/15 Entered
MID-CITIES 10/26/15 19:21:22
INVENTORY Page 16 of 42
LOCATION @ CLIMATE
ID NAME DESCRIPTION QTY LOCATION @MC PH CONTROLLED
1 Bunn Coffee Maker 3 Pots, 1 Coffee Maker 1 2nd Floor, Employee Break Room
4 Ken Moore Fridge Full Size 1 2nd Floor, Employee Break Room
20 2 Drawer Filing Cabinet 2 Drawer Filing Cabinet 1 2nd Floor, Brenda Clark's Office
24 Small Bulltien Boards Small Bulltien Boards 2 2nd Floor, Brenda Clark's Office
30 5 Drawer Filing Cabinet 5 Drawer Filing Cabinet 1 2nd Floor, Manager Office
104 Accu Check Machine Accu Check Machine 1 2nd Floor, Nurse Station
119 Pospera PCA Pump Pospera PCA Pump 1 2nd Floor, PR 201
131 Pospera PCA Pump Pospera PCA Pump 1 2nd Floor, PR 202
132 Bathroom Trash Can Bathroom Trash Can 1 2nd Floor, PR 202
201 Bathroom Trash Can Bathroom Trash Can 1 2nd Floor, PR 209
221 Bathroom Trash Can Bathroom Trash Can 1 2nd Floor, PR 211
244 Bathroom Trash Can Bathroom Trash Can 1 2nd Floor, PR 213
309 3 Piece Waiting Room Furniture 3 Piece Furniture 1 Admin Common Area
311 5 Drawer Metal Cabinet 5 Drawer Metal Cabinet 1 Admin Common Area
318 2 Drawer Filing Cabinet 2 Drawer Filing Cabinet 5 Admin Common Area
319 5 Drawer Filing Cabinet 5 Drawer Filing Cabinet 6 Admin Common Area
320 3 Tier Utility Cart 3 Tier Utility Cart 1 Admin Common Area
335 Dinning Room Chair Dinning Room Chair 22 Staff Dinning Room
337 Glass Bulltien Board Glass Bulltien Board 1 Staff Dinning Room
399 TV TV 2 Lobby
Case 15-42373-rfn11 Doc 544-1 Filed 10/26/15 Entered 10/26/15 19:21:22 Page 35 of 42
LOCATION @ CLIMATE
ID NAME DESCRIPTION QTY LOCATION @MC PH CONTROLLED
433 3 Tier Medical Record Cart 3 Tier Medical Record Cart 1 Medical Record
452 TV TV 1 Pacu
548 3 Shelf Rolling Chart Rack 3 Shelf Rolling Chart Rack 1 Pre Op Nursing
557 3 Tier Rolling Cart 3 Tier Rolling Cart 1 Pacu Clean Storage
Exhibit 1
EXHIBIT 2
Escrow Agreement
Case 15-42373-rfn11 Doc 544-4 Filed 10/26/15 Entered 10/26/15 19:21:22 Page 2 of 6
ESCROW AGREEMENT
Seller: Victory Medical Center Mid-Cities, LP, Victory Medical Cenrer Soutlrcross,
LP, and Victory Parent Company, LLC (collectively "Victory Healthcare")
In connection with the above referenced lratter, Seller and Purchaser do hereby
authorize Escrow Agent to hold money in escrow according to the lbllowing ternrs and
conditions:
L l'he sunr to be escrowed is Orre Hr.rndred Thousand and No/100 Dollars ($100,000.00).
-fhe
2. funds are to be apptied and disbursed by E,scrow Agent to Seller. within three (3)
days of Bankruptcy Court approval of the APA.
3. The funds are to be held in escrow in account at the Escrow Agent's bank, namely JP
Molgan Chase until fully disbursed. No interest shall be paid to the parties hereto on
escrowed funds.
4. Escrow Agent is authorized to disburse the funds within three (3) days of Bankruptcy
Court approval of the APA and in accordance with the provisions of this Agreelnent.
5. Any bank charges or fees for wire transfer or otlrerwise relating to any transactions
involving tlte Escrow Fund shall be borne by the party receiving the payment, and the
Escrow Agent may deduct such fees or charges fi'onr any payntent due to such party
hereunder^
6. In the event a controversy arises over the funds. Escrorv Agent, at its sole discretion.
nlay tendef the funds into the registry of the court fbr settlement, al-ter deducting the
attorney's fees, courl costs. and escrow fees, if any. which have accrured.
7. Seller and Purchaser agree to save and hold harrnless Escrow Agent tiorn anv
liability arising under and as a result of this Agreement.
8. Seller and Purchaser do hereby indemnify and hold harrnless Escrow Agent and its agents
and representatives from all loss or damage they may sustain in connection with Escrow
Agent's good faith performance of these instructions and do hereby jointly and severally
release and rvaive any claints they rnay have against Escrow Agent and its agents of
representatives, which ntay result fi'om Escrow Agent's good faith performarrce of
these instructions, includirrg but not limited to the follor.ving:
b^ impairtnent of funds while those tlnds are on deposit in a flnancial irrstitution il-
such loss orimpairment arises by reason of the failure, insolvency or
suspension of a financial institution;
9. Seller and Purchaser hereby agree that the funds described above shall be vested in
Escrow Agent, and Seller and Purchaser hereby grant, convey and deposit the funds
under the absolute control and possession of E,scrow Agent. until such tirne as tlre firnds
are disbursed in accordance with the provisions of this Agreentent.
10. Sellerand Purchaser agree that this irrstrument is not intended to give any benefits, rights.
privileges. actions, or renredies to any person or entity other than the E,scrow Agent and
the undersigned under any theory of law.
I l. This Agreement constitutes the entire agreelnent between the parties with respect to
the funds, and this agreelxent shall not be rnodified. changed or arnended by any
subsequent written or oral agreement unless agreed to in writing by Escrow Agent and
signed by both parties.
12. The terms and provisions of this Agreement shall be interpreted in accordance with the
laws of the State of Texas and venue for anv litieation in connectiorr witl-r this nratter shall
be in Harris Countv. Texas.
SELLER:
By:
Nanre
Title:
By
Name:
Title:
By:
Name:
Tirle:
PURCHASER:
Escrorv Agent acknowledges receipt of the money in the amount of $ 100.000.00 to be held
in accordance with the terms ofthe foregoing agreernent. Escrow Agent do not assume and shall not
be liable for the performance or nonperforntance of any party to this agreentent.
ESCROWAGENT:
By:
Name:
Title :
Independent Bank
lndependent Bank Website: www.independent-bank.com
3090 Craig Drive
McKinneY, TX75070
WIRE TO:
Bank ABA No.(lD/TYPe): 021000021
Bank Name: JPMORGAN CHASE BANK, NA
Amount: $ 100,000.00
Special Instructions (BBl ):
CREDIT TO:
Name: HOOVER SLOVACEK, LLP
Address: CLIENT ESCROW ACCOUNT
ORIGINATED BY:
Name: CYPRESS CREEK ER PLLC
Address: 20320 NORTHWEST FWY STE 9OO
HOUSTON TX 77065
Account Number:
Special Instructions (Notes):
1o, r-
Customer Signature: /o -13 ts Time: / / YJ
Customer - P f tC-C- Customer Telephone Number 8sz- 717- loS{
frr ,'n h- N s3! *
I certify that funds are available in the Customer's account and submit this transfer request