Integrated Healthcare Holdings Inc (fka IHCH)

[Rawnoc]

My emotional stupidity is irrelevant. ;)

[gistheman]

problem is, didn't we all puke our shares in and around the time this came out? http://yahoo.brand.e...3fcik%3d1051488

[Rawnoc]

Time will tell; 309M warrants outstanding @$.07 seemed like an important DD fact to get on the table, don't you think?

No.

Rawnoc Wednesday, 08/15/12 12:14:28 PM
Re: Knowledge is King post# 2127
Post # of 2545

"The [insert law firm name] Firm is investigating whether the Board of Directors of [insert any buyout here] breached their fiduciary duty to shareholders by failing to adequately shop the Company before entering into the proposed transaction, acted in shareholders' best interests, and undertook a fair process to obtain maximum value and adequately compensate shareholders."

Apparently that's why you almost never see "take under" conspiracies like you propose, especially a buyout for a price less than the free cash on their balance sheet. Gimme a break. I can't find an example of such a silly conspiracy in the history of the entire stock market.

[Rawnoc]

Any update on the mythical $0.07 per share buyout?

[Rawnoc]

With a $0.203 cash out. Not too shabby.

[Renee]

IHCH: Finra deleted symbol and a one for 13,500,000 reverse split.

http://www.otcbb.com/asp/dailylist_detail.asp?d=05/20/2014&mkt_ctg=NON-OTCBB

[dannol48]

IHCH 13-D/A Filed by Silver Point Capital Partners

http://www.sec.gov/Archives/edgar/data/1051488/000112329214000241/integratedhealth13d02202014.htm

Looks like the deal has hit a snag, or Chaudhuri has found other financing and SPCP is out. Wonder if he'll have to buy them out at 7 cents (or more) before he can move on a refinance/restructure to get to final. (IMO) It just got more messy. SIERA numbers make me step back.

"SPCP and the Chaudhuri Shareholders are no longer pursuing SPCP's financing of the Proposed Share Acquisition by the Chaudhuri Affiliate pursuant to the Chaudhuri Loan. Consequently, SPCP and the Chaudhuri Shareholders have ceased discussions regarding such financing and other transactions related thereto."

[eirecopper]

Can anyone tell me how to sell shares from IHHI in stock certificate form. Ameritrade or Scottrade will not accept it. I don't have any experience here. Maybe someone can help.

EC

[dannol48]

IHCH Files Nevada Annual List

The Annual List of Officers/Directors was filed on the 22nd in Nevada and shows some key departures that provide further evidence the inside partner buyout step is completed (IMO).

http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=A%252fHnE7zfElKsYtTy98Pr1A%253d%253d&nt7=0

The new list includes Dewald (Dir), Kanaly (Treas), Schoeffel (Sec), and Westbrook (Pres).

Missing are Jameson (Dir), Meka (Dir), Metzler (Dir), Niebla (Dir), and Thomas (Dir). Westbrook was also formerly listed as (Dir) as well as (Pres). Meka and Metzler were representing OCPIN (the group bought-out by Chaudhuri), and their absence is a strong signal of that groups departure (IMO).

If I had to guess the amount of that 20.3 Cents (suggested by Silver Point NOT Chaudhuri) that was against the business only (exclusive of debt and legal settlements money), I'd guess about 2.3 Cents or 1/3-off the 3.5 Cent book value that was target on a restored business with no debt. 3.5 Cents was the basis for the former 2x buyout with 7 Cent warrants on the old 2010 debt restructure in the bankruptcy debt buyout deal. That 2.3 Cents reflects the 1/3 decline in the business tracked by the decline in admissions. Silver Point members dumping warrants for a Nickel at a loss last year should be enough evidence of trouble to make that possibility a clear danger (IMO).

Oh, and if you don't think there was a big chunk of legal settlement money that crossed the table, then you didn't pay attention to who got money. Anyone spot Harry Lal in that 13-D/A last September? Who is Harry Lal and why were his 6.5 Million float shares bought? That name made me step-back and chuckle. He's not an insider/partner. When you figure that one out, you'll get my point. It's why I thanked them for the heads-up.

If I'm correct about a restructure and devaluation, I could see a very low-ball number coming for final. Now, whether I'm correct or incorrect is/was irrelevant to whether selling into runs above 7 Cents was/is a good idea for swing trading. That's a matter of risk assessment on a now DARK buyout coming and a 1 Cent final buyout wouldn't surprise me. If you wish to believe 20.3 Cents is coming, well, that's your risk. I don't like it, and chose not to play in that game.

[dannol48]

IHCH Files 15-12G Registration Termination

http://www.sec.gov/Archives/edgar/data/1051488/000101968714000054/ihh_form15-12g.htm

That would suggest that Step 1 of the buyout (from the 13-D/A filed by Silver Point in September) is completed and the final buyout based upon the restructure implicit in Step 1 is about to occur.

Quote from that 13-D/A filing:

"It is further contemplated that following consummation of the Proposed Acquisition, the Chaudhuri Affiliate would then seek to terminate the registration of the shares of Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended."

http://www.sec.gov/Archives/edgar/data/1051488/000112329213001371/integratedhealth13d09122013.htm

[capital gain]

Hi Danno.

Thanks for your reply, always appreciate your thoughtful views.

GLTA.

A.H

[dannol48]

I wouldn't ignore the 5 Cent trade of the 7 Cent IHCH warrants back in February in what might occur on a restructure and basis for lowered valuation and higher dilution at a lower warrant price.

I was concerned and posted that concern on why they took a loss on that trade and whether it belies any future buyout consideration price. No, not suggesting that 5 cents is the price, only a valuation mark against current (old) structure/dilution by the buyout parties. Maybe they did that specific transaction with IHCH (to sell and buy) to get that trade on the record (rather than an internal trade in that fund).

BTW....I'm seeing evidence of another legal settlement in progress beyond the legal settlements discussed in the 13-D/A by Silver Point that operates (may factor in) as part of the Step 1 buyout price. I think Chaudhuri is trying to tie-up all the loose ends before he and Silver Point takeover.

[capital gain]

Any guesses as to what the final buy out price might be?

GLTA.

A.H

[dannol48]

IHCH 8-K Filed

http://www.sec.gov/Archives/edgar/data/1051488/000101968713004688/ihh_8k.htm

It appears the 8-K amends employment agreements for termination provisions for the top executives. (IMO) It's in preparation for the coming restructure step and final buyout step by Chaudhuri and Silver Point, as suggested in 13-D/As filed in September. I'd compare this to the similar signal of prelude to buyout negotiations in the filing last June that withdrew the S-8. Note the change to 30 days notice for termination.

On watch for the 8-K on Step 1 inclusive of any restructure (similar to April 2010) that might signal the final buyout price, e.g. new and/or repriced warrants.

[dannol48]

IHCH Admissions Decline Update

Here is some data to help understand my concern over the decline in admissions and its impact on valuation and forward look on the changes with Obamacare. The numbers are directly from the Annual and most recent quarter report (in thousands):

FY2006 - 27.5* - Baseline post acquisition by IHCH from Tenet Healthcare
FY2007 - 27.8
FY2008 - 28.0 - Peak Admissions prior to onset of Great Recession
FY2009 - 26.8 - 4.3% drop
FY2010 - 25.6 - 4.5% drop, Bankruptcy Filed in Fall
FY2011 - 23.1 - 9.7% drop, Emerged from Bankrupcty with Chaudhuri recognized majority ownership
FY2012 - 21.3 - 7.8% drop
FY2013 - 20.2 - 5.2% drop

2014Q1 - 4.7 - Drop of 7.8% for Q1 compared to 5.1 in Q1 of 2013
2014Q2 - 4.9 - Drop of 5.8% for Q2 compared to 5.2 in Q2 of 2013

*Note: The FY2006 number is derived from the FY2007 10-K report from the statement "Inpatient admissions increased only slightly by 1.1% to 27,806 in the year ended March 31, 2007."

If the rate for FY2014 remains at current trend, the full year may operate at 18.8 (estimated on 6.8% decrease for 6 months). That estimate puts the decline since FY2008 at 32.9%.

A bottom to the decline is still not in evidence and current/future CMS policy and impact of Obamacare is placing added doubt on admissions trend (IMO).

[dannol48]

IHCH 10-Q/Q2-Book-Value SINKS to -$5.768 Million or -2.25Cents/Share

That's a decline of $21.031 Million in Shareholder Equity value from the +$15.263 Million or +5.98 Cents/Share at the end of Q1.

[lgoodman]

200k bid at 11 cents now.

[capital gain]

LOL well I think you know the answer to that, I am not impressed by the loss, MikeDD do you have anything to add, as this falls a bit short of the two cents you were estimating.

GLTA.

A.H

[dannol48]

IHCH 10-Q/Q2 Earnings LOSS $20.383-Million or 8-Cents/Share

http://www.sec.gov/Archives/edgar/data/1051488/000101968713004373/ihhi_10q-093013.htm

[lgoodman]

http://secfilings.com/searchresultswide.aspx?link=1&filingid=9614357

Good.....no?

[capital gain]

Thanks Mike.

We should know by Friday anyway, unreal some times that this is trading at these prices, with so a low P/E.

Have a good weekend.

GLTA.

A.H.

[MikeDDKing]

There are several factors that make earnings really hard to estimate but my best guess is around $0.02/share. In any case, the earnings should be really good relative to the stock price. My expectations are similar for the December and March quarters. Actually, earnings should be like that for a long time because of the new QAF although there might be a three month GAP between revenue recognition for the current QAF program and the next QAF program which will cause a slight lumpiness at the beginning of the next QAF.

[capital gain]

Really quiet around here, anybody has any guesses as to what the quarter results will be.

GLTA.

A.H

[micham2012]

Something must be wrong with this one. These levels are absurd.

[micham2012]

Mike:

Bid and ask at this level hard to understand. Any thoughts?

Thanks.

[MikeDDKing]

The new QAF bill was signed by the Governor and is now law!

http://www.leginfo.ca.gov/pub/13-14/bill/sen/sb_0201-0250/sb_239_bill_20131008_history.html

http://www.leginfo.ca.gov/pub/13-14/bill/sen/sb_0201-0250/sb_239_bill_20131008_status.html

[MikeDDKing]

Integrated Healthcare Holdings Adopts Pavisse™ to Enhance Patient Safety at its Four Hospitals in Orange County, Calif.

SANTA ANA, Calif. and SAN FRANCISCO, Oct. 3, 2013 /PRNewswire/ -- Integrated Healthcare Holdings Inc. (IHHI) (IHCH), which owns and operates four hospitals in Orange County, and RGP Healthcare™, a division of Resources Global Professionals (RECN), today jointly announced that IHHI is adopting Pavisse™, a cutting-edge health IT system that enhances patient safety to proactively deal with life threatening issues and compliance issues before they occur.

Pavisse, developed by RGP Healthcare, is a new comprehensive incident management solution designed to help hospitals manage patient safety, patient privacy and other compliance-related functions across the enterprise.

"Pavisse's comprehensive incident management system will help us create a safer environment for patients in our four hospitals," said Dan Brothman, Executive Vice President and Chief Operating Officer of IHHI. For example, Brothman said Pavisse can help preemptively identify gaps in patient safety practices which will allow IHHI to improve existing procedures to ensure the utmost attention is given to patient care.

Brothman also noted that Pavisse will help IHHI identify and address incidents in real time. "We have a responsibility to our patients to promptly resolve any concerns; Pavisse aids us in that area. If we are experiencing problems on the night shift with patient safety on the third floor, Pavisse will alert us to the event, analyze the root cause and allow us to take immediate corrective action with our staff to educate them and fix the problem," he said.

RGP Healthcare President Radgia Cook said, "IHHI is committed to providing the highest-quality patient care. We are excited that such a great organization has selected Pavisse to help it achieve its goals."

About IHHI

IHHI (IHCH) owns and operates four hospitals in Orange County, Calif.: Western Medical Center Santa Ana (the oldest hospital in Orange County and one of three trauma centers in the area), Western Medical Center Anaheim, Coastal Communities Hospital and Chapman Medical Center. The hospitals have a total of 770 beds, 2787 employees, and 1725 active physicians.

About Pavisse

A highly affordable and effective incident management system, Pavisse™ has the unique ability to capture incident data and provide required reports to multiple patient safety organizations (PSO) and state agencies on-demand or via a set scheduling process that includes quarterly and annual report capabilities. Healthcare organizations (HCOs) can customize workflow, data collection, analysis and reporting to meet specific needs without the need for complex data transformations or double data-entry. Content-driven, Pavisse can be easily applied to potentially any type of incident management workflow. Innovative reporting capabilities provide executive dashboard overview and monitoring as well as unparalleled internal benchmarking and Pareto graphing for easy-to-understand outcomes and problem area identification. Dynamic automated workflow provides unique issue audit and corrective action plan capabilities, and the CAP Toolkit includes an extensive online archive of global best practices. Learn more at www.pavisse.com

About RGP Healthcare

Headquartered in San Francisco, RGP Healthcare, the healthcare division of Resources Global Professionals, was created to meet the growing needs of the healthcare sector. Its experts have deep industry knowledge and experience in a variety of disciplines, particularly patient safety and HIPAA compliance, and incident management and remediation. Specialty areas include sentinel event forensic analysis (12-hour response time), 30-day readmissions analysis and prevention strategies, accreditation consulting and automation, ICD-10 education and other professional services that support and enhance the strategic initiatives of healthcare organizations of any size or shape, including acute and long-term care providers.

About RGP

Resources Global Professionals (RGP), the operating subsidiary of Resources Connection, Inc. (RECN), is a multinational professional services firm that helps business leaders execute internal initiatives. Partnering with business leaders, the company drives internal change across all parts of a global enterprise-accounting, finance, risk management and internal audit, corporate advisory, strategic communications and restructuring, information management, human capital, supply chain management, healthcare solutions, and legal and regulatory services. Founded in 1996 within a Big Four accounting firm, RGP today is a publicly traded company, listed on the NASDAQ Global Select Market, with over 2900 professionals, annually serving approximately 1800 clients around the world from over 70 practice offices. Headquartered in Irvine, Calif., RGP has served 87 of the Fortune 100 companies, as well as many of the nation's leading healthcare organizations.

On the Net
IHHI: www.ihhioc.com
Pavisse: www.pavisse.com
RGP Healthcare: www.rgphealthcare.com
RGP: www.rgp.com

[MikeDDKing]

I think they may have to pay more for the shares given this news. They will need a fairness opinion and the extension of QAF is a significant event for the valuation.

I actually wonder if the timing of the buyout offer happened because this bill was moving through the California Senate and Assembly. They perhaps wanted to stop the stock price from moving up in response to the bill and perhaps wanted to buy from third parties before the bill was a done deal and they had to pay more.

I've been nibbling on a few more shares.

[gistheman]

How do you figure this will affect the buyout offer?

[Rawnoc]

Excellent!

[MikeDDKing]

The new QAF law was presented to the governor. I expect it will be signed in the next day or two.

http://www.leginfo.ca.gov/pub/13-14/bill/sen/sb_0201-0250/sb_239_bill_20130923_history.html

[Rawnoc]

To be fair, it wasn't IHCH that issued the news (though they may have co-authored it, perhaps).

FOR ADDITIONAL INFORMATION, PLEASE CONTACT
HANOVER|ELITE
Kathy Addison, Chief Operating Officer
407-585-1080 or via email at [e-mail]

[CharlesNet]

Very hard to find the last time IHCH put out News. A PR is extremely rare unless there is a new regime calling the shots.

[Rawnoc]

Whoa, a PR with IHCH mentioned in it.

http://ih.advfn.com/p.php?pid=nmona&article=59223377&symbol=IHCH

[Rawnoc]

.203 buyout offer on the table. From your own link:

"“short-form” merger in accordance with the laws of the State of Nevada pursuant to which all other shareholders of the Issuer would receive merger consideration that would approximate the consideration per share received by the Selling Shareholders"

Aka .203/share offer and could go up from there (but not down). IHCH longs since .03 to .05 hit an out of the park grand slam home run. *bow*

[Rawnoc]

WOWOWOWOWOW this is great stuff!

So we heard thousands of times for years about how the evil doctor was going to force a buyout at .07 because he had majority vote which makes him a dictator, immune to security laws and minority shareholder rights (LOL). Then he buys 96 million shares at .206 yet somehow the rest of the tiny minority shares in the float, a tiny fraction of the .206 bought shares, will be swallowed for .07 because ..... Wait you lost me. Why is it again and how would this fantasy play out explaining to a fair opinion group how .07 is fair when he bought at .206?

ROFL!!!!!!!

Can you name an example in the history of the entire stock market where a buyout of minor shareholders occurred at a price 1/3rd the buyout of majority shareholders?

It's over, dude. Longs win. The .07 mythical buyout always was bullshit.

[dannol48]

The 7 cents warrants are in play!

There is a Step 2. It's in the O'Shea 13-D filing as part of the final "proposed acquisition" (Step 2):

"In connection with the Proposed Acquisition, it is contemplated that each of the Reporting Persons and the Chaudhuri Shareholders would exercise their existing warrants to acquire, in cashless exercises, additional shares of Common Stock and/or take such other action as may be necessary or appropriate so that, immediately following the consummation of the Proposed Acquisition, the Reporting Persons and their affiliates would collectively own 25% of the issued and outstanding capital stock of the Issuer and the Chaudhuri Shareholders would beneficially own the remainder of the capital stock of the Issuer."

http://www.sec.gov/Archives/edgar/data/1051488/000112329213001371/integratedhealth13d09122013.htm

That's why I'm sure as hell am not about to forget those 7 Cent warrants and the 405 Million shares dilution in the final play on buyout. I'm also thinking more dilution on the Silver Point deal is possible from that discussion in the 13-D.

Good job O'Shea in giving everyone a warning. That's the dilution I've been warning about on any FINAL DEAL.

Could that final number be 7 Cents or a little more? I'm only wrong (somehow in your thinking) until that deal is done and announced. That's what that leverage does to final price (IMO). However, that's only if it parallels the 2x OS deal to insiders.

[Rawnoc]

Good grief....

That .07 buyout bullshit is now pushing up daisies.

It was always bullshit, and now it's confirmed bullshit.

[dannol48]

A fully-diluted deal is still possible on the remaining OS. What Chaudhuri negotiated with his Tenet buyout partners isn't necessarily what we see as a public offer down the road, as they might have just gotten a deal that absolved their portion of the real estate debt to separate the business from the real estate. If so, they might be pocketing little or none of that 20.3 Cents. This is potentially as much as a final separation of the real estate from the business (off the books) as it is a business buyout (step 1). That's why I'm waiting for details on the deal as confirmation on dealing with the debt.

And, please note, I've discussed 9 cents for best OS value at $23 Million and 2x was mentioned on prior posts for OS valuation as well as fully diluted to get to a deal.

Predicting 18 Cents and getting 7 doesn't make a good swing trade and why I stayed away from that recommendation. That's why I stuck with the conservative number and the "Stick" probability. OK, they went for the carrot. I'd rather be wrong for the right reason in giving advise on trading around too much pump and any problem getting a better deal (with the insiders). However, I standby my recommendation on selling above 7 cents into any opportunity.

I am thinking that 20.3 Cents operates as the other partners' agreed portion of the insider piece of the debt. That explains a premium above 18 cents, as only the partners (not all shareholders) own the real estate and are collaterzlized.

The 13-D does discuss the outstanding judgment as an issue, and might even come-back on any final or future deal. I was correct to mention that as a closure issue.

And, this isn't the final deal for public acquisition. I'd obviously feel better if those 405 Million warrants were cancelled as part of this deal.

[Rawnoc]

ROFL!!!! There never was any risk of the .07 buyout nonsense happening. We heard thousands of times that IHCH shareholders would be lucky to get a .07 buyout. lol lol lol

Then there was the supposed court valuation. Nonsense. The largest shareholder thinks the company is worth well north of .206/share, hence he's buying shares at .206 wholesale.

I was correct that if a buyout was coming, it would be multiples higher than that .07 a share fairy tale.

Me thinks .206 is just the beginning. When the dude owns 90% of the company, buying out the remaining shareholders for more than .206 will be petty cash.

[dannol48]

The 7 Cents valuation was based upon warrant dilution as leverage to force a deal (IMO). As I recently stated, 18 Cents was a non-diluted (OS) evaluation that is only justified without warrants used in formula. The risk was on the terms of buyout and whether he was going to go private and forced to use the warrants as leverage for lower price....or perhaps force an agreement (a carrot or stick deal). The risk was a "stick" of 7 cent warrants in play. That was a huge risk, and one that technically is still in play for the remaining OS (IMO).

I was correct on a buyout coming, while you completely denied it and called it BS. And, I did suggest he might keep the company public by only buying-out the partners (which until late August didn't seem likely given the old problems). Looks like today's filing by Shea has more coming and possible full acquisition at an unknown number. I would remain cautious against the warrants in any remaining buyout deal to go private as dilutive in a public offer.

I believe the partner buyout number might operate around both buyout and debt resolution by the partners, i.e. it depends upon reconciliation and cash distribution on the Insider Deal. If debt payoff weren't involved, it might be a lot lower number, e.g. I pay you $X with $Y of that money going against debt you owe in buying-out your portion of the business. Chaudhuri is paying 20. 3 Cents against the partners portion, or just under $21 Million for the partners percentage ownership (a little less than half). That is correct against $23 Million x 2 (exactly against prior discussed valuation and 2x prediction), which reflects the 7 cent valuation at full dilution and debt resolution factor. Therefore, the deal does appear to sustain a $23 Million valuation, IF it includes payout going to debt on the collateralized loan of $48+ Million. If it doesn't payoff the debt, then it remains as a loan against the real estate and reduces lease payments....or some other similar arrangement (IMO).

I'm very happy to see the higher number, but we really need more details on the number and the deal structure to justify true valuation.

[CharlesNet]

Do some research on it alias...I think there may be a 10 bagger.

[illegal_alias]

Thanks, I'll check it out.

[Rawnoc]

So 90% of the shares will be accumulated and owned worth, including warrants, around $120 million or so leaving a $5 million float.

Think he'd be willing to pony up .25 or .30/share for the remaining float? For an extra $1.25 or $2 million, he can get rid of us pesky people. ;)

[CharlesNet]

MLHC seems to be where IHCH was a while back...under accumulation. Check out the newly appointed CEO at MLHC and ask yourself: why would he join this company? Good things ahead, IMO.

[genlou]

illegal, truly a complete soap opera.

[Rawnoc]

My prior guidance on IHCH, going all the way back to the bankruptcy debt buyout by Chauduri, was buy at/below 3 cents (reflects Chaudhuri's last 2 buys) or slightly higher at risk and sell at/above 7 cents. That recommendation is based upon historic and just recently, publicly-stated, valuation ($23 Million); and Chaudhuri's registered declaration in 13-D. I pay close attention to what's filed at SEC and the State.

I have no current position on IHCH. I'm staying off the trade completely until we see what Chaudhuri does with his registered buyout intention. I made a suggestion on prior post for any continued trading, should IHCH remain public. It appears there is movement, so I'm in standby and watch mode.

A 900 pound gorilla with warrants is not something I'd play with. Have fun, but don't count on winning in their game. :)

Thinking of buying myself a 900 lb gorilla with my IHCH profits. ;)

[Rawnoc]

Looks like IHCH buyout at .07....

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9507538

Times 3. Great call!!!!!!

[illegal_alias]

Late to the party on this one, but it has been a wonderful soap opera to research, such as http://ducknetweb.blogspot.com/2010/04/control-of-ihhi-hospital-chain-returns.html

People ask me why I don't read fiction - real life can't get any stranger than fiction. I liked the side story about some of the docs diverting funds to a porn company. Just hope they didn't shoot those in the OBGYN!

[genlou]

illegal, I agree.