Pacifica of the Valley Corporation - Chapter 11 Plan Terms

Pacifica of the Valley’s chapter 11 plan implements a global settlement with the creditors’ committee and prepetition and DIP lender Axios Capital Solutions, and centers on a private section 363 sale of substantially all of its assets, including its 231-bed safety-net hospital in Sun Valley, California, to an Axios designee via a credit bid of at least $40 million. Axios’s remaining claims against the estate are capped at $15 million and recoverable solely through a tiered sharing waterfall with a liquidating trust. The trust is seeded with retained estate causes of action, D&O insurance claims, PGMC interests, certain excess HQAF revenue and at least $500,000 in cash, while any Axios claims above the cap are assumed by the designee. The trust’s share of net proceeds is split one-third to priority tax claims, which would be allowed at up to approximately $36.7 million under proposed settlements with taxing authorities, and two-thirds to general unsecured creditors.

Plan Terms

Overview

Axios Sale

Operational Transition

Sharing Agreement and Axios Claim Cap

DIP Financing

Treatment of Claims and Interests

Taxing Authority Settlements

Liquidating Trust

Prepetition Capital Structure

Pending Litigation and Open Issues

Releases, Exculpation and Injunction

Conditions Precedent

Key Dates

Parties and Advisors