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Cases & Deals

December 1, 2019

White Oak HealthCare Finance, LLC's Newly Formed Subsidiary Purchases Equity Interests of LifeCare’s Home Health Business

In the last of a series of transactions relating to the bankruptcy filing of LifeCare Holdings LLC and certain of its affiliates (collectively, “LifeCare”), King & Spalding advised our client, White Oak HealthCare Finance, LLC (“White Oak”), in causing its newly formed subsidiary to purchase the equity interests of LifeCare’s Home Health business. White Oak is a direct lender to the Home Health business, and the operating entities of the business were never debtors in the LifeCare bankruptcy proceedings. While it was the general consensus that the Lifecare equity interest in Home Health did not have meaningful value, there were nevertheless thorny intercreditor issues that needed to be worked through (a) between White Oak and a lender with a junior lien on the ownership interest in  Home Health, and (b) alleged intercompany indebtedness owed by Home Health to LifeCare. The transaction required the contribution of many practice groups to address (a) healthcare regulatory and compliance matters, (b) tax structure issues, (c) setting up the corporate structure of the new buying entity, (d) potential D&O insurance and other litigation claims arising from a prior unsuccessful acquisition by the Home Health business, and (e) fully separating out the Home Health business from its parent company Debtor.   The transaction had an extra layer of urgency because the Seller is winding down its operations in a bankruptcy liquidation.