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Psychiatric Residential Treatment Facility Business in West Virginia

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Psychiatric Residential Treatment Facility Business in West Virginia



Price: $10,000,000.00


Other Item Info
Item #: tnmbke_374635
Created: 04/02/2020
Category: Business Property > All Assets or Going Concerns > Health Care Equipment & Services
Sale Location: Nashville, Tennessee
Sale Date: Mon. Jun 15, 2020
Seller Info
Paul G. Jennings
Debtor's Attorney
150 Third Avenue South, Suite 2800
Nashville, TN 37201
615-742-6267
Bankruptcy Info
Case #: 3:20-bk-01939
Case Title: MBH WEST VIRGINIA, LLC
Court: Tennessee Middle Bankruptcy Court
Chapter: 11
View Case Docket

See More Documents

Description

Sale of substantially all of assets of the MBH Highland, LLC, MBH Health Center, LLC and West Virginia LLC (collectively, the “Sellers”). Sellers own and operate a psychiatric residential treatment facility located at 300 56th St SE, Charleston, WV 25304 known as Highland Hospital and a residential treatment and detoxification program known as Highland Health Center (each of the hospitals and treatment centers listed above is individually a “Facility” and collectively, the “Facilities”). The sale assets including all assets, tangible and intangible, real, personal or mixed, owned or leased by Sellers or any Affiliate of Sellers and used in the Business, including the following items (collectively, the “Assets”):

  • All accounts receivable (including, without limitation, patient accounts receivable and the Government Patient Receivables), notes receivable, allowance for bad debt, other prepaid expenses and prepaid insurance (collectively, the “Accounts Receivable”);
  • All equipment, whether movable or attached, used in the Business, including vehicles, furniture, and furnishings, including those items identified on Schedule 2.1(b);
  • All supplies and inventory;
  • Subject to applicable law, all current and historical financial, patient,
  • Medical staff and personnel records;
  • All of Sellers’ right, title and interest in, to or under all commitments, contracts, leases, purchase orders and agreements identified on Schedule 2.1(e) (collectively, the “Assumed Contracts”); provided, however that at any time prior to three (3) business days before the scheduled date of the Auction, Buyer may, in its sole and absolute discretion, by written notice to Sellers, designate any of the Assumed Contracts as additional Excluded Contracts (as defined below) and except as otherwise provided herein, the liabilities of Sellers under or related to any such Assumed Contract which is subsequently excluded under this Section 2.1(e) will constitute Excluded Liabilities (as defined below). The exclusion of any Assumed Contract by Buyer pursuant to the foregoing shall not have any impact on the Purchase Price.
  • To the extent assignable, and unless Buyer declines (in Buyer’s sole and absolute discretion) to assume such at Closing, all Governmental Authorizations and Medicaid and Medicare provider numbers held by Sellers relating to the ownership, development and operations of the Business;
  • All claims, causes of action and judgments in favor of Sellers relating to the Business or the Assets, except for those claims, causes of action and judgments identified in Section 2.2(h);
  • Sellers’ goodwill in respect of the Business;
  • All “prepaid but not yet earned” revenue of Sellers;
  • Provided Summit WVa does not decline to assume Sellers’ provider numbers or Provider Agreements, all rights to settlements and retroactive adjustments, if any, for periods starting on or after the Effective Time arising under the terms of the Medicare program, the TRICARE program or the Medicaid program of any state, and against any third party payor programs which settle upon a basis other than an individual claims basis (“Agency Settlements”);
  • Sellers’ right to use the names “Highland Hospital,” “Highland Behavioral Health Services,” and all variations thereof, all websites owned or controlled by the Business, all Sellers’ Intellectual Property Assets, and all of Sellers’ rights to use the Intellectual Property Assets of other Persons heretofore or currently used in the Business; and
  • All deposits, prepaid expenses, prefunding liabilities or other assets of like nature at the time of Closing.

Sale Location

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150 Third Avenue South, Suite 2800
Nashville, TN, 37201

Additional Details

  1. Auction Time: 10:00 a.m.
  2. Sale Hearing Held on June 16-18, 2020 at 10:00 a.m.
  3. Minimum Bid: (i) the Purchase Price (as defined in the Asset Purchase Agreement), (ii) the Bid Protections, (iii) the Liquidated Damages, (iv) $200,000, to be paid to Tortola Advisors, LLC if (x) the Assets are sold to a Qualified Bidder other than the Stalking Horse Bidder, and (y) the Sale closes (such fee, the “Success Fee”), and (iv) $100,000 (the “Topping Bid”).
  4. Bid Deposit: 10% of the Competing Purchase Price
  5. Bid Deadline: June 12, 2020
  6. Last date to respond: June 16, 2020


Other Information

Terms and Conditions:

See Attached.


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