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LISA HILL FENNING (SBN 89238) HARRY GARNER (SBN 254942) ARNOLD & PORTER LLP 777 South Figueroa Street, 44th Floor Los Angeles, California 90017 Telephone: 213.243.4000 Facsimile: 213.243.4199 Lisa.Fenning@aporter.com Harry.Garner@aporter.com Counsel to Debtor and Debtor-in-Possession
IN THE UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA LOS ANGELES DIVISION In re: DOWNEY REGIONAL MEDICAL CENTER-HOSPITAL, INC., a California nonprofit, public benefit corporation, Debtor. No.: 09-bk-34714-BB Chapter 11 NOTICE OF MOTION AND MOTION OF DEBTOR FOR ORDER (1) APPROVING FIRST AMENDED DISCLOSURE STATEMENT; (2) APPROVING FORM OF SOLICITATION MATERIALS; (3) APPROVING SOLICITATION, VOTING, BALLOTING AND NOTICE PROCEDURES; AND (4) SETTING CONFIRMATION HEARING AND CERTAIN DEADLINES IN CONNECTION WITH DEBTORS FIRST AMENDED PLAN OF REORGANIZATION DATED MARCH 14, 2011; MEMORANDUM OF POINTS AND AUTHORITIES; DECLARATION OF ROBERT E. FULLER HEARING DATE DATE: April 19, 2011 TIME: 10:00 a.m. PLACE: Courtroom 1475 United States Bankruptcy Court 255 E. Temple Street Los Angeles, CA 90012
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Page JURISDICTION AND VENUE...................................................................................................1 PROCEDURAL STATUS............................................................................................................1 BACKGROUND...........................................................................................................................2 A. B. C. D. Debtors Business.............................................................................................................2 The Causes of the Bankruptcy Filing ..............................................................................2 Prior and Current Plan Proposals.....................................................................................2 The Filing of the Plan of Reorganization and Disclosure Statement ............................4
RELIEF REQUESTED.................................................................................................................4 A. B. Approval of the Disclosure Statement.............................................................................4 Approval of Form and Manner of Transmittal of Notice and Solicitation Package..............................................................................................................................5 Transmittal of the Solicitation Package - Generally.......................................................6 Approval of Method of Tabulation of Votes and Form of Ballots................................7 Good Cause Exists for Scheduling the Confirmation Hearing on July 1 and for Scheduling Related Deadlines on the Earliest Feasible Dates...............................10 Funds Available for Effective Date Payments..............................................................13
CONCLUSION ...........................................................................................................................13
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Page(s) 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 28 U.S.C. 1334........................................................................................................................................1 19 20 21 22 23 24 25 26 27 28 28 U.S.C. 1408........................................................................................................................................1 28 U.S.C. 1409........................................................................................................................................1 Bankruptcy Code Chapter 7......................................................................................................................4 Bankruptcy Code Chapter 11........................................................................................................... 1, 2, 3 Bankruptcy Code 501 .............................................................................................................................6 Bankruptcy Code 502 ...........................................................................................................................67 Bankruptcy Code 502(a) ........................................................................................................................7 Bankruptcy Code 1111(a) ......................................................................................................................6 Bankruptcy Code 1125.................................................................................................................. 1, 3, 4 STATUTES AND RULES 11 U.S.C. 1107(a) ...................................................................................................................................1 11 U.S.C. 1108........................................................................................................................................1 11 U.S.C. 1125(b)...................................................................................................................................4 28 U.S.C. 157..........................................................................................................................................1 28 U.S.C. 157(b).....................................................................................................................................1 Menard-Sanford v. Mabey (In re A.H. Robins Co.), 880 F.2d 694 (4th Cir.), cert. denied, 493 U.S. 959 (1989)........................................................4 In re River Village Assocs., 181 B.R. 795 (E.D. Pa. 1995).......................................................................................................4 In re Stanley Hotel, Inc., 13 B.R. 926 (Bankr. D. Colo. 1981) ............................................................................................4 CASES In re Ferretti, 128 B.R. 16 (Bankr. D.N.H. 1991) ..............................................................................................4
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Bankruptcy Code 1125(a)(1) .................................................................................................................4 Bankruptcy Code 1126...........................................................................................................................1 Bankruptcy Code 1126(a) ......................................................................................................................6 Bankruptcy Rules 1019(3) ........................................................................................................................6 Bankruptcy Rule 2002 .................................................................................................................... 1, 6, 12 Bankruptcy Rule 2002(b) ................................................................................................................... 5, 11 Bankruptcy Rule 2002(g) ..........................................................................................................................5 Bankruptcy Rule 3002 .......................................................................................................................... 6, 7
9 Bankruptcy Rule 3003 .......................................................................................................................... 1, 6 10 11 12 13 14 15 16 17 18 19 20 21 22 23 Bankruptcy Rule 3020(b)(2) ...................................................................................................................11 24 25 26 27 28 Fed. R. Bankr. P. 2002(g)..........................................................................................................................5 Bankruptcy Rule 3003(b) ..........................................................................................................................6 Bankruptcy Rule 3003(b)(1) .....................................................................................................................7 Bankruptcy Rule 3004 ...............................................................................................................................6 Bankruptcy Rule 3005 ...............................................................................................................................6 Bankruptcy Rule 3017 ...............................................................................................................................1 Bankruptcy Rule 3017(b) ..........................................................................................................................3 Bankruptcy Rule 3017(c) ........................................................................................................................10 Bankruptcy Rule 3017(d) ..........................................................................................................................5 Bankruptcy Rule 3018 ...............................................................................................................................7 Bankruptcy Rule 3018(a) ..........................................................................................................................7 Bankruptcy Rule 3020 .......................................................................................................................... 1, 3 Bankruptcy Rule 3020(b)(1) ...................................................................................................................11
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TO THE HONORABLE SHERI BLUEBOND, UNITED STATES BANKRUPTCY JUDGE, THE UNITED STATES TRUSTEE, THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, AND OTHER PARTIES IN INTEREST: PLEASE TAKE NOTICE that a hearing has been scheduled on April 19, 2011 at 10:00 a.m. before the United States Bankruptcy Court for the Central District of California, Los Angeles, Division, in Courtroom 1475, Located at 255 East Temple Street, Los Angeles, California 90012, on this motion (the Motion) of Downey Regional Medical Center-Hospital, Inc., the debtor and debtor-in-possession in the above captioned case (the Debtor or Hospital) for an order (1) approving the First Amended Disclosure Statement for Debtors First Amended Plan of Reorganization (Dated March 14, 2011), or any amended version thereof approved by the Court (the Disclosure Statement); (2) approving the ballot and the notice of the confirmation hearing in substantially the forms attached as Exhibit A and Exhibit B hereto; (3) approving certain specified procedures for transmitting Debtors First Amended Plan of Reorganization (Dated March 14, 2011), or any amended version thereof (the Plan), the Disclosure Statement, ballots and related solicitation materials and notice of same; (4) approving voting and tabulation procedures; and (5) establishing confirmation-related deadlines and procedures. In support of the Motion, Debtor submits the Declaration of Robert E. Fuller (the Fuller Declaration) filed concurrently herewith. SUMMARY OF RELIEF REQUESTED1 Debtor hereby moves the Court to enter an order, in substantially the form attached hereto as Exhibit C, approving the Disclosure Statement as containing adequate information pursuant to 11 U.S.C. 1125. Debtor also requests the Court to (i) approve the forms of the ballot (the Ballots) attached hereto as Exhibit A, (ii) the notice of the confirmation hearing (the Notice) attached hereto as Exhibit B, and (iii) the transmittal by first class United States mail to the Debtors creditors and other interested parties (as more specifically set forth below in the Memorandum of Points and Authorities attached hereto) of a solicitation package containing the (1) Notice, (2) the Disclosure Statement and Plan, (3) the Ballot (only to classes of creditors entitled to vote on the
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Capitalized terms used but not defined in this Motion shall have the meaning given to them in the accompanying Memorandum.
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Plan), and (4) such other information as the Court may direct (collectively, the Solicitation Package). Debtor proposes that for purposes of tabulating the votes, the amount of a claim should be either (a) the claim amount as listed in Debtors schedules of assets and liabilities (the Schedules) (so long as such claim is not listed as contingent, unliquidated or disputed) (the Scheduled Amount) if no proof of claim has been timely filed and no objection to the claim as scheduled has been filed no later than one day prior to the Balloting Deadline (as defined below), (b) the liquidated amount specified in a proof of claim (the Claim Amount)2 timely filed and received to the extent the claim as filed is not the subject of an objection to claim filed no later than the Balloting Deadline, provided that if the claim amount asserted is unascertainable from the face of such proof of claim, then the holder of such claim shall be deemed to have a claim of one dollar ($1) for voting purposes only; or (c) the amount temporarily allowed by the Court for voting purposes after notice and a hearing in accordance with Federal Rule of Bankruptcy Procedure 3018(a). If a creditor submits a ballot and (a) such creditor has not timely filed a proof of claim and is not listed on Debtors Schedules; or (b) the entirety of such creditors claim is the subject of an objection to claim, the creditors ballot should not be counted unless otherwise temporarily allowed by the Court. In addition to the foregoing, Debtor requests that the Court authorize the additional procedures for voting on the Plan as set forth in detail in the Memorandum of Points and Authorities attached hereto, including, but not limited to the exclusion from the voting process of parties with late filed claims. By this Motion the Debtor also requests the Court set dates for the following events in connection with Plan confirmation: 1. 2. Last Day to Mail Solicitation Packages and Notices Last Day for Debtor to Submit Evidence in Support of Financial Projections and Plan Feasibility.
The Claim Amount will include only those liquidated dollar amounts specified in a proof of claim. For example, if a proof of claim lists a claim for $100 plus accrued interest and attorneys fees, then the Claim Amount will be $100.
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3. 4. 4. 5. 6.
Last Day for Creditors to Deliver Ballots to Balloting Agent Last Day to Submit Objections to Plan Confirmation Last Day to Submit Confirmation Brief Last Day to Submit Ballot Summary Report The Confirmation Hearing
This Motion is based on the Memorandum of Points and Authorities below (the Memorandum); the Fuller Declaration, filed with the Court concurrently herewith; and the arguments, evidence, and representations that may be presented at or prior to the hearing on this Motion. Pursuant to Local Bankruptcy Rule (LBR) 9013-1(f), any party that wishes to oppose or otherwise respond to the Motion must file with the court and serve upon Debtor, the United States Trustee, the Committee, all parties requesting special notice pursuant to Bankruptcy Rule 2002 and all parties entitled to receive electronic notice and service through the courts ECF system a written response on or before April 5, 2011. WHEREFORE Debtor requests that this court enter an Order (a) approving the Disclosure Statement; (b) approving the voting procedures as proposed; (c) approving the form of Notice and Ballot submitted herewith; (d) approving the manner of notice; (e) establishing the relevant deadlines and dates requested herein; and (e) granting such other and further relief as may be just and proper.
Dated: Los Angeles, California March 14, 2011
Respectfully Submitted, /s/ Lisa Hill Fenning Lisa Hill Fenning (SBN 89238) Harry Garner (SBN 254942) Arnold & Porter LLP 777 South Figueroa Street, 44th Floor Los Angeles, California 90017 Telephone: 213.243.4000 Facsimile: 213.243.4199 Counsel to Debtor and Debtor-in-Possession
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MEMORANDUM OF POINTS AND AUTHORITIES Downey Regional Medical Center-Hospital, Inc., the debtor and debtor-in-possession in the above captioned case (the Hospital or the Debtor), hereby moves the Court for entry of an order (1) approving the First Amended Disclosure Statement for Debtors First Amended Plan of Reorganization (Dated March 14, 2011), or any amended version thereof approved by the Court (the Disclosure Statement); (2) approving the ballot and the notice of the confirmation hearing in substantially the forms attached as Exhibit A and Exhibit B hereto; (3) approving certain specified procedures for transmitting Debtors First Amended Plan of Reorganization (Dated March 14, 2011), or any amended version thereof (the Plan), the Disclosure Statement, ballots and related solicitation materials and notice of same; (4) approving voting and tabulation procedures; and (5) establishing confirmation-related deadlines and procedures. In support of the Motion, Debtor submits the Declaration of Robert E. Fuller (the Fuller Declaration) filed concurrently herewith. I. JURISDICTION AND VENUE 1. 2. This Court has jurisdiction to consider this Motion under 28 U.S.C. 157 and 1334. This is a core proceeding under 28 U.S.C. 157(b). Venue of this case and this
Motion in this District is proper under 28 U.S.C. 1408 and 1409. 3. The statutory bases for the relief requested herein are sections 1125 and 1126 of title
11 of the United States Code (the Bankruptcy Code) and Rules 2002, 3003, 3017, and 3020 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules). II. PROCEDURAL STATUS 4. On September 14, 2009 (the Petition Date), Debtor commenced a case by filing a
petition for relief under chapter 11 of the Bankruptcy Code (the Case). 5. Debtor continues to operate its business and to manage its property as a debtor and
debtor-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in Debtors Chapter 11 Case. 6. On September 25, 2009, the United States Trustee appointed the Official Committee
of Unsecured Creditors (the Committee) in this Chapter 11 Case.
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III.
BACKGROUND A. 7. Debtors Business The Hospital is a nonprofit general acute care and teaching hospital licensed for 199
beds located in Downey, California. The Hospital currently operates 181 staffed inpatient beds, including an intensive care unit, a neo-natal intensive care unit for newborns with special health issues, a birth center, and definitive observation units, besides general medical-surgical beds. It services approximately 14,000 inpatients per year in all services. The Hospital provides virtually all clinical services of a major tertiary university hospital except for organ transplants. Its 22-bed emergency room, while not designated as a trauma unit, is equipped for and services trauma patients who are regularly brought to the Hospital in extremis or who come in via transportation other than ambulance, and thus qualifies as one of the busiest in the area. B. 8. The Causes of the Bankruptcy Filing Debtor commenced the Chapter 11 Case because of a liquidity crisis that resulted
from substantial losses as a result of severe problems (i) on the finance side of its business that impaired collections, analysis, and revenues, and (ii) with respect to its capitation arrangements with certain physician groups and health plans that caused Debtor to terminate its capitation program and adopt a fee-for-service model during late 2008 and early 2009. Debtor continues to work on remediation of its accounting and financial infrastructure problems, but requires additional capital investment or refinancing to achieve the Hospitals potential. In addition, obtaining new managed care contracts with major health plans at significantly improved rates will be key to the future viability of the Hospital. C. 9. Prior and Current Plan Proposals Beginning in November 2009, the Hospital has aggressively explored a wide range
of options to accomplish an effective restructuring, with the intention of obtaining the best possible result that would enable the Hospital to emerge from Chapter 11 as a strong and viable general hospital while also maintaining its charitable mission. With the Courts approval, these negotiations were first pursued exclusively with Daughters of Charity Health System (DCHS). However, as of March 12, 2010, DCHS elected to terminate its negotiations, leaving Debtor to pursue other
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alternatives. On April 1, 2010, Debtor entered into a letter of intent (the PIH LOI) regarding a proposed asset purchase agreement (the PIH Transaction) with Presbyterian Intercommunity Hospital of Whittier, California (PIH). 10. On April 20, 2010, Debtor filed its proposed plan of reorganization (the April
Plan) [ECF Dkt. No. 509] and disclosure statement (the April Disclosure Statement) [ECF Dkt. No. 510] with respect to the PIH Transaction. However, PIH chose to allow the PIH LOI to expire on May 7, 2010, notifying Debtor that it did not intend to proceed with the proposed PIH Transaction. 11. After PIH pulled out, Debtor was immediately approached by a number of bidders
professing eagerness to acquire the Hospital. Bids have been received from Prime Healthcare, Prospect Medical Group, Catholic Heathcare West (subsequently withdrawn), Avanti Medical Group, Platinum Health Care, and Maximum Healthcare (Potential Bidders). The Potential Bidders have conducted significant due diligence. These proposals have been carefully evaluated by Debtor and presented to the Committee. 12. While a reorganization with an acquiring third party may still be a possibility, Debtor
and its professionals have determined that none of the Potential Bidders has offered a proposal that provides for distributions to unsecured creditors that are competitive with the projected distributions that Debtor believes would be feasible under a standalone plan. Such a standalone plan would be fueled by improvements in Debtors projected cash flows from the new health plan agreements and supported by the expected exit financing that will enable Debtor to refinance its secured debt. Therefore, Debtor has filed the current Plan and Disclosure Statement to pursue a standalone exit from the Chapter 11 Case (or in the less likely scenario, to reach agreement on a new transaction) as soon as possible. 13. The treatment of creditors is still subject to further negotiations between and among
Debtor, the Committee and other creditors, and the Plan and Disclosure Statement may be amended before the Disclosure Hearing to reflect the results of such negotiations.
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D. 14.
The Filing of the Plan of Reorganization and Disclosure Statement On March 14, 2011, thirty-six days before the scheduled hearing regarding approval
of the Disclosure Statement, Debtor filed its current Disclosure Statement and Plan, served the Notice of the Disclosure Statement Hearing on all of the creditors of the estate, and served a copy of the Disclosure Statement as required by the Bankruptcy Rules. IV. RELIEF REQUESTED A. 15. Approval of the Disclosure Statement Debtor believes that the Disclosure Statement contains adequate information to
enable a party to make an informed judgment about how to vote on the Plan and, therefore, requests that, pursuant to Bankruptcy Rule 3017(b), the Court enter an order, in substantially the form attached hereto as Exhibit C, approving the Disclosure Statement as containing adequate information as defined in Bankruptcy Code 1125. Subsection (b) of that section provides, in pertinent part, as follows: An acceptance or rejection of a plan may not be solicited after the commencement of the case under this title from a holder of a claim or interest . . . unless, at the time of or before such solicitation, there is, transmitted to such holder . . . a written disclosure statement approved, after notice and a hearing, by the court as containing adequate information. 11 U.S.C. 1125(b).
18 19 20 21 22 23 24 25 26 27 28 Bankruptcy Code 1125(a)(1) defines adequate information as: information of a kind, and in sufficient detail, as far as is reasonably practicable in light of the nature and history of the debtor and the condition of the debtors books and records, that would enable a hypothetical reasonable investor typical of holders of claims or interests of the relevant class to make an informed judgment about the plan . . . 11 U.S.C. 1125(a)(1). The determination of whether a disclosure statement contains adequate information is made on a case-by-case basis and is largely within the discretion of the Court. See, e.g., Menard-Sanford v. Mabey (In re A.H. Robins Co.), 880 F.2d 694, 696 (4th Cir.), cert. denied, 493 U.S. 959 (1989); In re River Village Assocs., 181 B.R. 795, 804 (E.D. Pa. 1995) (stating that the bankruptcy court has substantial discretion in determining the adequacy of the disclosure statement). Generally, the disclosure statement should contain pertinent information bearing on the
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success or failure of the proposed plan. In re Stanley Hotel, Inc., 13 B.R. 926, 929 (Bankr. D. Colo. 1981); In re Ferretti, 128 B.R. 16, 19 (Bankr. D.N.H. 1991) (In short, a proper disclosure statement must clearly and succinctly inform the average unsecured creditor what it is going to get, when it is going to get it, and what contingencies there are to getting its distribution.). 16. The Disclosure Statement meets the burden imposed by section 1125 of the
Bankruptcy Code. The Disclosure Statement is based in part upon Local Form 3017-1. The Disclosure Statement generally conforms with the Guide To Preparation Of Disclosure Statements promulgated by the Office of the United States Trustee for Region 16. The Disclosure Statement: describes the Plan, describes the classification of Claims and their treatment under the Plan, informs the holders of Claims of the treatment provided under the Plan, communicates Debtors financial status, describes the funding for the Plan, discloses the management of Debtor, contains a tax disclosure section, and explains why the Plan is superior to a liquidation under chapter 7 of the Bankruptcy Code. In short, the Disclosure Statement provides precisely the information a hypothetical, reasonable investor would want and need to know before voting on the Plan. 17. Accordingly, Debtor requests that the Court approve the Disclosure Statement as
containing adequate information, as that term is defined in Bankruptcy Code 1125(a)(1). B. 18. Approval of Form and Manner of Transmittal of Notice and Solicitation Package Bankruptcy Rule 2002(b) requires that notice of confirmation be given to all
creditors. Bankruptcy Rule 2002(g) generally provides that notices must be addressed as requested by certain parties in their last request filed in a case, and that a proof of claim that designates a mailing address constitutes a filed request to mail notices to such address. See Fed. R. Bankr. P. 2002(g). Bankruptcy Rule 3017(d), upon approval of a disclosure statement, similarly requires a plan proponent to mail the United States Trustee, all creditors and all equity security holders the plan, the disclosure statement, notice of the time within which to file acceptances or rejections, notice of the date of the confirmation hearing, and such other information as the court may require. Bankruptcy Rule 3017(d) gives the Court discretion to order that unimpaired creditors need not be
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served with a copy of the Plan and Disclosure Statement. Rule 3017(d) also requires that a form of ballot be mailed to creditors and equity security holders entitled to vote on a plan. 19. Accordingly, Debtor requests that the Court approve the forms of (a) the ballots (the
Ballots) attached hereto as Exhibits A, and (b) the notice of the confirmation hearing and related matters (the Notice) attached hereto as Exhibit B. 20. Debtor also requests that the Court authorize the transmittal by first class United
States mail of a solicitation package containing the following materials: (a) to all creditors of Debtor, (i) the Notice, and (ii) the Disclosure Statement and the Plan; and (b) to classes of creditors entitled to vote on the Plan, (i) a Ballot and a return envelope, and (ii) such other information as the Court may direct (collectively, the Solicitation Package). Debtor will mail such materials to the address set forth in the most recently filed proof of claim for each creditor, or to the address listed in the Schedules if no proof of claim was filed. Debtor further requests that the Balloting Agent be permitted to print the Disclosure Statement and the Plan double-sided with two sheets to each page in order to save paper and expedite the printing process, thereby reducing costs. C. 21. Transmittal of the Solicitation Package - Generally Bankruptcy Rule 3017(d) requires that the Disclosure Statement be mailed to the
U.S. Trustee, all creditors and all equity security holders. Debtor proposes to transmit the Solicitation Package, at the expense of Debtors estate, to: a. All known creditors (i) that have timely filed a proof of claim in the Case or
(ii) that are listed by Debtor in its schedules of assets and liabilities (the Schedules) as holding a claim in the Case that is not listed as contingent, unliquidated or disputed; b. All parties who have requested special notice in the Case pursuant to
Bankruptcy Rule 2002; c. d. Parties to contracts or leases that have been rejected by Debtor; Parties to any executory contracts and unexpired leases with the Debtor that
have not yet been rejected; and
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Any other parties in interest as may be required by Federal Rules of
Bankruptcy Procedures 2002(b), (i), (j) and (k). Debtor requests that the Court permit it to exclude all other parties (not identified
above) from service of the Solicitation Package, including, without limitation, parties who filed a late proof of claim, and parties identified on Debtors master mailing list but who are not listed in the Schedules and have not filed a proof of claim against Debtors estate. See Fed. R. Bank. P. 3003(c)(2) (Any creditor or equity security holder whose claim or interest is not scheduled or scheduled as disputed, contingent or unliquidated shall file a proof of claim within the time proscribed by subdivision (c)(3) of this rule; any creditor who fails to do so shall not be treated as a creditor with respect to such claim for purposes of voting and distribution.) (emphasis added). D. 23. Approval of Method of Tabulation of Votes and Form of Ballots To accurately calculate votes cast for or against the Plan, Debtor proposes a method
for tabulating votes in accordance with the Bankruptcy Code and the Bankruptcy Rules. Generally, only a holder of an allowed claim or interest is entitled to vote to accept or reject a plan. See Bankruptcy Code 1126(a). An unsecured creditor or an equity security holder must file a proof of claim or interest in accordance with Bankruptcy Rule 3002 for such claim or interest to be allowed, with certain exceptions. See Bankruptcy Code 501 and 502; Bankruptcy Rules 1019(3), 3003, 3004 and 3005. One noted exception to this general rule covers claims listed on a debtors schedule of liabilities but not listed as contingent, unliquidated or disputed. See Bankruptcy Code 1111(a); Bankruptcy Rule 3003(b). 24. In accordance with these considerations and for the purpose of tabulating votes,
Debtor proposes that the amount of a claim should be either (a) the claim amount as listed in the Schedules (so long as such claim is not listed as contingent, unliquidated or disputed) (the Scheduled Amount) if no proof of claim has been timely filed and no objection to the claim as scheduled has been filed no later than one day prior to the Balloting Deadline (as defined below) (see Bankruptcy Rule 3003(b)(1)); (b) the liquidated amount specified in a proof of claim (the
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Claim Amount)1 timely filed and received to the extent the claim as filed is not the subject of an objection to claim filed no later than the Balloting Deadline (see Bankruptcy Code 502(a), Bankruptcy Rule 3002), provided that if the claim amount asserted is unascertainable from the face of such proof of claim, then the holder of such claim shall be deemed to have a claim of one dollar ($1) for voting amount purposes only; or (c) the amount temporarily allowed by the Court for voting purposes after notice and a hearing in accordance with Bankruptcy Rule 3018(a). The claim amount set forth in a ballot will not prejudice the rights of Debtor or any other party in interest from objecting to the amount of such claim for allowance and distribution purposes. 25. If a creditor submits a ballot, and (a) such creditor has not timely filed a proof of
claim and is not listed on the Schedules as liquidated, undisputed and not contingent, or (b) the entirety of such creditors claim is the subject of an objection to claim, the creditors ballot should not be counted in accordance with Bankruptcy Rule 3018, unless otherwise temporarily allowed by the Court in accordance with such Rule. 26. Debtor proposes to use slightly modified forms of the Official Form Ballot (Form
B14) for all classes. For Classes 2B (Secured Claim of Apollo), 4 (Convenience Class Claims) and 6 (Risk-Share Claims), the Official Form Ballot will be modified to remove all extraneous references to unsecured or secured claims, as appropriate. For Class 5 (General Unsecured Claims (Not Otherwise Classified)), the Official Form Ballot will be modified slightly to allow holders of general unsecured claims in Class 5 choose to participate in Class 4 to make the election, by reducing their claim to $10,000 in face value. Attached hereto as Exhibit A are copies of the draft Ballots proposed to be sent to each class of creditors. 27. In addition to the foregoing, Debtor requests that the Court authorize the following
additional procedures for voting on the Plan: a. If a creditor submits more than one ballot voting the same claim(s) before
the last day for submitting ballots to be established pursuant hereto, the last ballot
The Claim Amount will include only those liquidated dollar amounts specified in a proof of claim. For example, if a proof of claim lists a claim for $100 plus accrued interest and attorneys fees, then the Claim Amount will be $100.
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received prior to the last day for submitting ballots shall supersede any prior ballot(s). b. A ballot that partially rejects and partially accepts the Plan or that
indicates both a vote for and against the same Plan, shall not be counted. c. If a creditor submits a ballot that lists a general unsecured claim in an
amount of $10,000 or less, then such creditor will be deemed to have selected the Convenience Class (as defined in the Plan) regardless of any other information contained in, or omitted from, such ballot. d. Votes cast by a holder of a claim pursuant to a ballot that is not signed or
is not timely received shall not be counted. e. Votes cast by a holder of a claim pursuant to a ballot that is e-mailed or
faxed to Debtors balloting agent shall not be counted. f. Ballots that are signed and returned but that do not provide a vote either
for acceptance or rejection of the Plan shall be counted as an acceptance. g. The authority of the signatory of each ballot to complete and execute the
ballot shall be presumed. h. A ballot that is furnished to Debtors balloting agent after the established
voting deadline shall not be counted. i. All questions raised by a party in interest as to the validity, form, eligibility
(including time of receipt), acceptance, and revocation of withdrawal of ballots will be determined by the Court after notice and a hearing, in the Courts discretion. j. Neither Debtor nor any other person will be under any duty to provide
notification of defects or irregularities with respect to the deliveries of ballots, nor will any of them incur any liabilities for failure to provide such notification. Unless otherwise directed by the Court, delivery of such ballots will not be deemed to have been made until such irregularities have been cured or waived.
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Ballots previously cast (and as to which any irregularities have not theretofore been cured or waived) will be invalid. k. A ballot may be withdrawn by delivering a written notice of withdrawal to
Debtors balloting agent at any time prior to the voting deadline. To be valid, a notice of withdrawal must (i) contain the description of the claim to which it relates; (ii) be signed by the holder of the claim in the same manner as the ballot that it supersedes; and (iii) be received by Debtors balloting agent in a timely manner at the address set forth on the ballot. Any party in interest will have the right to contest the validity of any such withdrawal of ballots. Good Cause Exists for Scheduling the Confirmation Hearing on July 1 and for Scheduling Related Deadlines on the Earliest Feasible Dates 1. Summary of Proposed Dates and Deadlines
The Debtor proposes the following dates for certain events in connection
with Plan confirmation: Event Last Day to Mail Solicitation Packages and Notices Last Day for Debtor to Submit Evidence in Support of Financial Projections and Plan Feasibility Last Day to Submit Objections to Plan Confirmation Last Day for Creditors to Deliver Ballots to Balloting Agent Last Day to Submit Confirmation Brief Last Day to Submit Ballot Summary Report Confirmation Hearing Date Six (6) calendar days after the order approving the Disclosure Statement is entered (approximately April 25, 2011) Six (6) calendar days after the order approving the Disclosure Statement is entered (approximately April 25, 2011) Thirty (30) calendar days after the Solicitation Packages are mailed (approximately May 25, 2011) Thirty (30) calendar days after the Solicitation Packages are mailed (approximately May 25, 2011) Seven (7) calendar days after the Plan objection deadline (approximately June 1, 2011) Five (5) calendar days after the balloting deadline (approximately May 30, 2011) June 8, 2011 at 10:00 a.m.
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2.
Service of the Solicitation Packages; Submission of Revised Financial Projections and Evidence of Feasibility
Debtor requests that the Court set six (6) calendar days after the order approving
the Disclosure Statement is entered on the docket (or soon thereafter), as the last date by which the Solicitation Packages and notices must be mailed to parties entitled to receive them. Debtor estimates this date will be April 25. After discussions with the Committee, Debtor has also agreed to submit evidence in support of Debtors financial projections and the Plans feasibility at the same time, on or before April 25. 3. Last Day to Vote
Pursuant to Bankruptcy Rule 3017(c), [o]n or before the approval of the disclosure
statement, the court shall fix a time within which the holders of claims and interests may accept or reject the plan. . . . Debtor requests that the Court establish thirty (30) calendar days after the Solicitation Packages have been mailed as the last date on which all ballots must be received by the Debtors balloting agent in order to be valid (the Balloting Deadline). Debtor estimates that this date will be May 25. Debtor submits that this Balloting Deadline will afford creditors ample time to vote and will still allow enough time to permit Debtor to prepare and file its Confirmation Brief (defined below) and the balloting agent to prepare the vote tabulation and the report thereon for filing with the Court. Debtor further requests that the date for filing the ballot summary report be established as five (5) calendar days after the Balloting Deadline. Debtor estimates that this date will be May 30. 4. Objections to Confirmation
Pursuant to Bankruptcy Rules 2002(b) and 3020(b)(2), at least 25 days notice must
be given by mail to all creditors and equity security holders of the time fixed for filing objections to, and the hearing to consider confirmation of, a plan of reorganization. Bankruptcy Rule 3020(b)(1) in turn provides that objections to the confirmation of the plan shall be filed and served . . . within a time fixed by the court. Debtor submits that the Court should fix a date that is thirty (30) calendar days after the Solicitation Packages are mailed as the last day to file and serve objections to the Plan (Confirmation Objection Deadline). Again, Debtor estimates that this date will be
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May 25, based on the expected Disclosure Statement approval date. This time frame complies with Bankruptcy Rule 2002(b). Further, Debtor requests that the Court order: (a) that Plan objections must be set forth in a written statement and be accompanied by a memorandum of points and authorities and any supporting evidence, and (b) that any objections not timely filed and served are deemed waived. Also, in accordance with Bankruptcy Rule 3020(b)(1), Debtor proposes that the Court designate the entities set forth below as those entities upon which any objections to confirmation of the Plan must be served: The Office of the United States Trustee, at the following address: Office of the U.S. Trustee Russell Clementson, Esq. 725 So. Figueroa St. 26th Floor Los Angeles, CA 90012 Counsel to Debtor at the following address: Lisa Hill Fenning Harry Garner Arnold & Porter LLP 777 South Figueroa Street, 44th Floor Los Angeles, CA 90017 Counsel to MidCap Financial, LLC (MidCap) at the following address: Paul R. Hoffman Vedder Price P.C. 222 North LaSalle Street Chicago, IL 60601 Counsel to Wells Fargo Bank, National Association as Indenture Trustee (Wells Fargo) at the following address: William W. Kannel Mintz Levin Cohn Ferris Glovsky and Popeo P.C. One Financial Center Boston, MA 02111 Counsel to Apollo Health Street, Inc. (Apollo) at the following address: David R. Weinstein Holme Roberts & Owen LLP 800 W. Olympic Blvd., 4th Floor Los Angeles, CA 90015
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Counsel to the Committee at the following addresses: Martin J. Brill Daniel H. Reiss Levene, Neale, Bender, Rankin & Brill L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 5. 32. The Confirmation Brief
Debtor requests that the Court set a deadline of seven (7) calendar days after the
Confirmation Objection Deadline as the deadline for filing and serving any briefs in support of confirmation (the Confirmation Brief). Debtor estimates that this date will be June 1. Debtor requests that the Court order that the only entities on whom Debtor must serve the Confirmation Brief are the U.S. Trustee, counsel to MidCap, counsel to Wells Fargo, counsel to Apollo, counsel to the Committee, any party that filed an objection to the Plan and all parties who requested special notice pursuant to Bankruptcy Rule 2002. 6. 33. The Confirmation Hearing
Debtor proposes June 8, 2011 at 10:00 a.m. as the hearing date for the Plan
confirmation hearing. Under the proposed schedule, this date falls seven (7) calendar days after the Confirmation Brief is filed. Debtor desires to have the Plan confirmed as expeditiously as reasonably possible because of the substantial benefits which will be attained by the prompt resolution of the Case. F. 34. Funds Available for Effective Date Payments As set forth in the Plan and Disclosure Statement, Debtor will have sufficient funds
from the Exit Financing (as defined in the Plan) to make the required payments pursuant to the Plan on the Effective Date. V. CONCLUSION 35. Debtor respectfully submits that (a) the Disclosure Statement contains adequate
information to allow claimants to make an informed decision as to whether to vote to accept or reject the Plan, and (b) the procedures proposed above are reasonable and appropriate and conform to the requirements of the Bankruptcy Code and the Bankruptcy Rules.
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WHEREFORE, for the reasons set forth herein, Debtor requests that this court enter an Order, substantially in the form attached hereto as Exhibit C, (a) approving the Disclosure Statement; (b) approving the voting procedures as proposed; (c) approving the forms of Notice and the Ballots submitted herewith; (d) approving the manner of notice; (e) establishing the relevant deadlines and dates requested herein; and (f) granting such other and further relief as may be just and proper.
Dated: Los Angeles, California March 14, 2011
Respectfully Submitted, /s/ Lisa Hill Fenning Lisa Hill Fenning (SBN 89238) Harry Garner (SBN 254942) Arnold & Porter LLP 777 South Figueroa Street, 44th Floor Los Angeles, California 90017 Telephone: 213.243.4000 Facsimile: 213.243.4199 Counsel to Debtor and Debtor-in-Possession
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EXHIBIT A FORMS OF BALLOTS
Exhibit A
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LISA HILL FENNING (SBN 89238) HARRY GARNER (SBN 254942) ARNOLD & PORTER LLP 777 South Figueroa Street, 44th Floor Los Angeles, California 90017 Telephone: 213.243.4000 Facsimile: 213.243.4199 Lisa.Fenning@aporter.com Harry.Garner@aporter.com
FOR COURT USE ONLY
Desc
Counsel to Debtor and Debtor-in-Possession, Plan Proponent
UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA

In re: DOWNEY REGIONAL MEDICAL CENTER-HOSPITAL, INC., a California nonprofit, public benefit corporation, Debtor.
CHAPTER11 CASE NO.: 2:09-34714(BB) DATE: TIME: CTRM::
BALLOT FOR ACCEPTING OR REJECTING PLAN

1. Debtor-in-Possession Downey Regional Medical Center-Hospital, Inc. has filed a First Amended Plan of Reorganization (Plan) on March 14, 2011. By this ballot you will vote to accept or reject this Plan. 2. The Court has approved a Disclosure Statement with respect to the Plan. The Disclosure Statement provides information to assist you in deciding how to vote your ballot. If you do not have a Disclosure Statement, you may obtain a copy from the proponent or proponents attorney at the address set forth above. Court approval of the Disclosure Statement does not indicate approval of the Plan by the Court. 3. You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and your classification and treatment under the Plan. Your clai m has been placed in Class 4 under the Plan. If you hold claim(s) in more than one Class, you will receive a ballot for each Class in which you are entitled to vote. 4. If your ballot is not received by the vote tabulator, whose address is listed at the end of this ballot, on or before 5:00 p.m. Pacific Ti me on May 25, 2011, and such deadline is not extended, your vote will not count as either an acceptance or rejection of the Plan, unless the Judge otherwise determines that a non-vote will be treated as a rejection of the plan. 5. If the Plan is confirmed by the Bankruptcy Court, it will be binding on you whether or not you vote.
ACCEPTANCE OR REJECTION OF THE PLAN

6. The undersigned is the holder of a Class 4 unsecured nonpriority claim against Debtor in the principal amount of $________________. (For purposes of this Ballot, you should not adjust the principal amount for any accrued, unmatured or postpetition interest. If your claim has been settled and allowed at a specific amount, you should indicate that amount herein, and not the amount in your filed proof of claim.)
Class 4 Ballot, Page 1 of 3
Exhibit A
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In re: Downey Regional Medical Center-Hospital, Inc.
CHAPTER: 11
Desc
Debtor(s). CASE NUMBER: 2:09-bk-34714-BB 7. The undersigned (check one box only] :
ACCEPTS THE PLAN

Dated: Name (Print or type]: Signature: Title (if corporation or partnership] : Address:
REJECTS THE P L AN
Telephone No.: Fax No.:
RETURN THE ORIGINAL OF THIS EXECUTED BALLOT BY REGULAR MAIL TO:
DOWNEY REGIONAL MEDICAL CENTER c/o Omni Management Group, LLC 16161 Ventura Blvd., Ste C PMB 430 Encino, CA 91436
Exhibit A
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Doc 1044 Filed 03/14/11 Entered 03/14/11 18:51:17 Ballot for Accepting or Rejecting Plan - Page Three of Three Main Document Page 25 of 55
CHAPTER: 11
Desc
Debtor(s). CASE NUMBER: 2:09-bk-34714-BB
PROOF OF SERVICE
STATE OF CALIFORNIA COUNTY OF
1. I am e mployed in the County of ______________________ , State of California. I am over the age of 18 and not a party to the within action. My business address is as follows:
2. R e g u la r Ma i l S e r v i c e : On ______________________________ , I served the document described as: BALLOT FOR ACCEPTING OR REJECTING PLAN on the interested parties at their last known address in this action by placing a true and correct copy thereof in a sealed envelope with postage thereon fully prepaid in the United States Mail at ______________________, California, addressed as set forth below.
Addresses continued on attached pa ge
I declare under penalty of perjury, under the laws of the United States of America, that the foregoing is true and correct. Dated:
Type Name
Signature
Exhibit A
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FOR COURT USE ONLY
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6. The undersigned is the holder of a Class 5 unsecured nonpriority claim against Debtor in the principal amount of $________________. (For purposes of this Ballot, you should not adjust the principal amount for any accrued, unmatured or postpetition interest. If your claim has been settled and allowed at a specific amount, you should indicate that amount herein, and not the amount in your filed proof of claim.) lf you check this box, you are agreeing to reduce your allowed claim to $10,000 and agreeing to participate in Class 4 (Convenience Class) instead of Class 5 (General Unsecured Claims (Not Otherwise Classified)). Allowed Class 4 claims will be paid 50% of the allowed amount of the claim, up to a maximum of $5,000, on the Effective Date of the Plan or as soon as practicable thereafter. By comparison, allowed Class 5 claims will be paid 5% in cash on the Effective Date and an additional 45% over nine years. Please review the Disclosure Statement and the Plan for all specific details regarding the different treatment between Classes 4 and 5 before making this election.
Exhibit A
26
Form B14 (Continued) - (Rev. 7/98)
Case 2:09-bk-34714-BB
1998 USBC, Central District of California Doc 1044 Filed 03/14/11 Entered 03/14/11 18:51:17 Desc Main Document Page 27 of 55
CHAPTER: 11 Debtor(s). CASE NUMBER: 2:09-bk-34714-BB
7. The undersigned (check one box only] :
ACCEPTS THE PLAN

REJECTS THE P L AN
Rev. 7/98
Exhibit A
27 FORM B14
Case 2:09-bk-34714-BB
CHAPTER: 11
Desc
PROOF OF SERVICE
Type Name
Signature
Exhibit A
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FOR COURT USE ONLY
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6. The undersigned is the holder of a Class 6 unsecured nonpriority claim against Debtor in the principal amount of $________________. (For purposes of this Ballot, you should not adjust the principal amount for any accrued, unmatured or postpetition interest. If your claim has been settled and allowed at a specific amount, you should indicate that amount herein, and not the amount in your filed proof of claim.)
Exhibit A
29
Form B14 (Continued) - (Rev. 7/98)
Case 2:09-bk-34714-BB
1998 USBC, Central District of California Doc 1044 Filed 03/14/11 Entered 03/14/11 18:51:17 Desc Main Document Page 30 of 55 CHAPTER: 11
Debtor(s). CASE NUMBER: 2:09-bk-34714-BB 7. The undersigned (check one box only] :
ACCEPTS THE PLAN

REJECTS THE P L AN
Rev. 7/98
Exhibit A
30 FORM B14
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PROOF OF SERVICE
Type Name
Signature
Exhibit A
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EXHIBIT B FORM OF CONFIRMATION HEARING NOTICE
Exhibit B
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LISA HILL FENNING (SBN 89238) HARRY GARNER (SBN 254942) ARNOLD & PORTER LLP 777 South Figueroa Street, 44th Floor Los Angeles, California 90017 Telephone: 213.243.4000 Facsimile: 213.243.4199 Lisa.Fenning@aporter.com Harry.Garner@aporter.com Counsel to Debtor and Debtor-in-Possession UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA LOS ANGELES DIVISION In re DOWNEY REGIONAL MEDICAL CENTERHOSPITAL, INC., a California non-profit, public benefit corporation, Debtor. Case No.: 02:09-34714-BB Chapter 11 NOTICE OF (1) APPROVAL OF DEBTORS FIRST AMENDED DISCLOSURE STATEMENT DESCRIBING DEBTORS FIRST AMENDED PLAN OF REORGANIZATION DATED MARCH 14, 2011; (2) PLAN CONFIRMATION HEARING; (3) DATES AND DEADLINES RELATING TO PLAN CONFIRMATION HEARING; AND (4) MANNER OF SERVICE Plan Confirmation Hearing Date: Time: Ctrm: June 8, 2011 10:00 a.m. Courtroom: 1475 United States Bankruptcy Court 255 E. Temple Street Los Angeles, CA 90012
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TO ALL CREDITORS OF DOWNEY REGIONAL MEDICAL CENTER-HOSPITAL, INC., THE UNITED STATES TRUSTEE, THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, AND OTHER PARTIES IN INTEREST: PLEASE TAKE NOTICE that the Court has approved the First Amended Disclosure Statement Describing Debtors First Amended Chapter 11 Plan of Reorganization (Dated March 14, 2011) (the Disclosure Statement) submitted by Downey Regional Medical CenterHospital, Inc., the debtor and debtor-in-possession in the above captioned case (the Debtor or
Exhibit B 33
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Hospital), in conjunction with Debtors First Amended Chapter 11 Plan of Reorganization (Dated March 14, 2011) (the Plan), filed in Debtors case pending under Chapter 11 of the United States Bankruptcy Code. The Court has set a hearing to consider confirmation of the Plan that will commence on June 8, 2011 at 10:00 a.m. before the United States Bankruptcy Court for the Central District of California, Los Angeles, Division, in Courtroom 1475, Located at 255 East Temple Street, Los Angeles, California 90012. The Court has fixed May 25, 2011 as the last day for any interested party to file and serve any opposition to confirmation of the Plan. Any Plan objections must be set forth in a written statement and be accompanied by a memorandum of points and authorities any supporting evidence and must be timely filed and served or be deemed waived. Any objections to confirmation of the Plan must be served on the following: The Office of the United States Trustee, at the following address: Office of the U.S. Trustee Russell Clementson, Esq. 725 So. Figueroa St. 26th Floor Los Angeles, CA 90012 Counsel to Debtor at the following address: Lisa Hill Fenning Harry Garner Arnold & Porter LLP 777 South Figueroa Street, 44th Floor Los Angeles, CA 90017 Counsel to MidCap Financial, LLC (MidCap) at the following address:
16 17 18 19 20 21 22 23 24 25 26 27 28 Counsel to Wells Fargo Bank, National Association as Indenture Trustee (Wells Fargo) at the following address: William W. Kannel Mintz Levin Cohn Ferris Glovsky and Popeo P.C. One Financial Center Boston, MA 02111 Counsel to Apollo Health Street, Inc. (Apollo) at the following address: David R. Weinstein Holme Roberts & Owen LLP 800 W. Olympic Blvd., 4th Floor Los Angeles, CA 90015 Paul R. Hoffman Vedder Price P.C. 222 North LaSalle Street Chicago, IL 60601
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Counsel to the Committee at the following addresses: Martin J. Brill Daniel H. Reiss Levene, Neale, Bender, Rankin & Brill L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Failure to timely file and serve an opposition may be deemed by the Court to be consent to confirmation of the Plan. The Court fixed June 1, 2011 as the last day for Debtor to file and serve its brief in support of the confirmation of the Plan. In order to be counted, all Ballots with respect to the Plan must be received by Downey Regional Medical Center, c/o Omni Management Group, LLC, 16161 Ventura Blvd., Ste C, PMB 430, Encino, CA 91436 by no later than May 25, 2011, at 5:00 p.m. Pacific Time. Ballots may be sent to Omni Management Group by mail, overnight or hand delivery. Ballots will not be accepted by email or facsimile. Along with this Notice, you are being sent a Ballot (if you are entitled to vote on the Plan) and a copy of the Disclosure Statement and the Plan. The Plan and Disclosure Statement are also posted at www.omnimgt.com. Dated: Los Angeles, California April___, 2011 Respectfully Submitted, /s/ Lisa Hill Fenning Lisa Hill Fenning (SBN 89238) Harry Garner (SBN 254942) Arnold & Porter LLP 777 South Figueroa Street, 44th Floor Los Angeles, California 90017 Telephone: 213.243.4000 Facsimile: 213.243.4199 Counsel to Debtor and Debtor-in-Possession
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EXHIBIT C
PROPOSED ORDER
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LISA HILL FENNING (SBN 89238) HARRY GARNER (SBN 254942) ARNOLD & PORTER LLP 777 South Figueroa Street, 44th Floor Los Angeles, California 90017 Telephone: 213.243.4000 Facsimile: 213.243.4199 Lisa.Fenning@aporter.com Harry.Garner@aporter.com Counsel to Debtor and Debtor-in-Possession UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA LOS ANGELES DIVISION In re DOWNEY REGIONAL MEDICAL CENTER-HOSPITAL, INC., a California nonprofit, public benefit corporation, Debtor. Case No.: 09-bk-34714-BB Chapter 11 [PROPOSED] ORDER (1) APPROVING DISCLOSURE STATEMENT; (2) APPROVING FORM OF SOLICITATION MATERIALS; (3) APPROVING SOLICITATION, VOTING, BALLOTING AND NOTICE PROCEDURES; AND (4) SETTING CONFIRMATION HEARING AND CERTAIN DEADLINES IN CONNECTION WITH DEBTORS FIRST AMENDED PLAN OF REORGANIZATION DATED MARCH 14, 2011 HEARING DATE DATE: April 19, 2011 TIME: 10:00 a.m. PLACE: Courtroom 1475 United States Bankruptcy Court 255 E. Temple Street Los Angeles, CA 90012
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1
Upon the motion (the Motion)1 of Downey Regional Medical Center-Hospital, Inc. (the Hospital or the Debtor) for entry of an order (this Order) (1) approving the First Amended Disclosure Statement for Debtors First Amended Plan of Reorganization (Dated March 14, 2011), or any amended version thereof approved by the Court (the Disclosure Statement); (2) approving the ballot and the notice of the confirmation hearing in substantially the forms attached as Exhibit A and Exhibit B to the Motion; (3) approving certain specified procedures for transmitting Debtors First Amended Plan of Reorganization (Dated March 14, 2011), or any amended version thereof (the Plan), the Disclosure Statement, ballots and related solicitation materials and notice of same; (4) approving voting and tabulation procedures; and (5) establishing confirmation-related deadlines and procedures; and upon the Declaration of Robert E. Fuller concurrently with the Motion; and the Court having read and considered the Motion and having heard statements in support of the Motion at a hearing held before the Court (the Hearing); and the Court having noted that due and sufficient notice of the Motion under the circumstances was given to all parties in interest entitled to notice; and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and any objections to the relief requested herein having been withdrawn or overruled on the merits; It is hereby FOUND that: A. The Disclosure Statement filed with this Court on March 14, 2011 (Docket No.
[__]), contains adequate information within the meaning of Bankruptcy Code 1125 and is hereby approved. B. The voting and tabulation procedures set forth in the Motion provide for a fair and
equitable voting process and conform to the requirements of the Bankruptcy Code and Bankruptcy Rules. C. The forms of (a) Ballots annexed to the Motion as Exhibit A, and (b) the Notice
annexed to the Motion as Exhibit B adequately address the particular needs of this Case and are
28
All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Motion.
38
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appropriate for each class of claims or interests entitled under the Plan to vote to accept or reject the Plan. D. The contents of the Solicitation Package comply with Bankruptcy Rules 2002 and
3017 and constitute sufficient notice to all interested parties. NOW, THEREFORE, IT IS HEREBY ORDERED THAT: 1. 2. 3. The Motion is granted. The forms of the Ballots and the Notice are approved in all respects. Debtor is authorized and directed to serve by first class United States Mail on all
creditors of Debtor that are not entitled to vote on the Plan (i) the Notice, and (ii) the Disclosure Statement and Plan. 4. Debtor is authorized and directed to serve by first class United States Mail on all
parties entitled to vote on the Plan (i) the Notice, (ii) the Disclosure Statement and the Plan, (iii) a Ballot and a return envelope. 5. Debtor shall serve the Notice and the Disclosure Statement and Plan or the
Solicitation Package, as appropriate, at the expense of the Debtors estate, on the following: a. All known creditors (i) that have timely filed a proof of claim in the Case
or (ii) that are listed by the Debtor in its Schedules as holding a claim in the Case that is not listed as contingent, unliquidated or disputed; b. All parties who have requested special notice in the Case pursuant to
Bankruptcy Rule 2002; c. d. Parties to contracts or leases that have been rejected by Debtor; Parties to any executory contracts and unexpired leases with the Debtor that
have not yet been rejected; and e. Any other parties in interest as may be required by Bankruptcy Rules
2002(b), (i), (j) and (k). 6. Debtor and Balloting Agent are authorized to print the Disclosure Statement and the
Plan double-sided with two sheets to each page.
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7.
Debtor is permitted to exclude all other parties not identified above from service of
the Notice and the Disclosure Statement and Plan or the Solicitation Package, including, without limitation, parties who filed a late proof of claim, and parties identified on Debtors master mailing list but who are (i) not listed in the Schedules, (ii) have not filed a proof of claim against the Debtors estate, and (iii) have not filed a request for special notice. 8. The amount of a claim for voting purposes shall be either (a) the claim amount as
listed in the Schedules (so long as such claim is not listed as contingent, unliquidated or disputed) if no proof of claim has been timely filed and no objection to the claim as scheduled has been filed by no later than one day prior to the Balloting Deadline; (b) the liquidated amount specified in a proof of claim that was timely filed to the extent the claim as filed is not the subject of an objection to claim filed no later than the Balloting Deadline, provided that if the claim amount asserted is unascertainable from the face of such proof of claim, then the holder of such claim shall be deemed to have a claim of one dollar ($1) for voting purposes only; or (c) the amount temporarily allowed by the Court for voting purposes after notice and a hearing in accordance with Bankruptcy Rule 3018(a). 9. If a creditor submits a Ballot, and (a) such creditor has not timely filed a proof of
claim and is not listed on the Schedules as specified above, or (b) the entirety of such creditors claim is the subject of a timely filed objection to claim, the creditors Ballot shall not be counted unless the creditors claim is otherwise temporarily allowed by the Court in accordance with Bankruptcy Rule 3018. 10. The following additional procedures for voting on the Plan are approved: a. If a creditor submits more than one Ballot for the same claim(s) before the
Balloting Deadline, as established herein, the last Ballot received prior to the Balloting Deadline shall supersede any and all prior Ballot(s); b. A Ballot that partially rejects and partially accepts the Plan or that indicates
both a vote for and against the Plan, shall not be counted; c. If a creditor submits a Ballot that lists a general unsecured claim in an
amount of $10,000 or less, then such creditor will be deemed to have selected the
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Convenience Class (as defined in the Plan) regardless of any other information contained in, or omitted from, such Ballot. d. e. f. A Ballot that is not signed or that is not timely received shall not be counted; A Ballot that is submitted by e-mail or fax shall not be counted; A Ballot that is signed and returned but that is not marked as either an
acceptance or rejection of the Plan shall be counted as an acceptance; g. The authority of the signatory of each Ballot to complete and execute the
Ballot shall be presumed; h. A Ballot received by Debtors balloting agent after the established Balloting
Deadline shall not be counted; i. All questions raised by a party in interest as to the validity, form, eligibility
(including time of receipt), acceptance, and revocation of withdrawal of Ballots shall be determined by the Court after notice and a hearing, in the Courts discretion; j. Neither Debtor nor any other person shall be under any duty to provide
notification of defects or irregularities with respect to the completion or delivery a Ballot, nor shall any of them incur any liabilities for failure to provide such notification. Unless otherwise directed by the Court, a Ballot that does not comply with the requirements and procedures approved by this Order will not be deemed to have been received by the Debtors balloting agent until such irregularities have been cured or waived. Ballots cast (and as to which any irregularities have not theretofore been cured or waived) shall be invalid; and k. A Ballot may be withdrawn by delivering a written notice of withdrawal to
Debtors balloting agent at any time prior to the Balloting Deadline. To be valid, a notice of withdrawal must (i) contain the description of the claim to which it relates; (ii) be signed by the holder of the claim in the same manner as the Ballot was signed; and (iii) be received by Debtors balloting agent prior to the Balloting Deadline. Any party in interest shall have the right to contest the validity of any such withdrawal of a Ballot.
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11.
The Notice and the Disclosure Statement and Plan and the Solicitation Packages, as
applicable, shall be placed in the United States mail by no later than six calendar days after the entry of this Order. 12. Debtor shall file evidence in support of its financial projections and the Plans
feasibility by no later than April 25, 2011. 13. Creditors shall deliver Ballots to the Debtors balloting agent addressed to Downey
Regional Medical Center, c/o Omni Management Group, LLC, 16161 Ventura Blvd., Ste C, PMB 430, Encino, CA 91436 by no later than May 25, 2011, at 5:00 p.m. Pacific Time. 14. The Ballot summary report containing the vote tabulation shall be filed with the
Court by no later than May 30, 2011. 15. All objections to the confirmation of the Plan must be set forth in a written
statement, be accompanied by a memorandum of points and authorities and any supporting evidence, and be filed with the Court and served on counsel to the Debtor by no later than May 25, 2011, at 4:00 p.m. Pacific Time. Any objections not timely filed and served shall be deemed waived. 16. Any objections to confirmation of the Plan must be served on the following parties: The Office of the United States Trustee, at the following address: Office of the U.S. Trustee Russell Clementson, Esq. 725 So. Figueroa St. 26th Floor Los Angeles, CA 90012 Counsel to Debtor at the following address: Lisa Hill Fenning Harry Garner Arnold & Porter LLP 777 South Figueroa Street, 44th Floor Los Angeles, CA 90017 Counsel to MidCap Financial, LLC (MidCap) at the following address: Paul R. Hoffman Vedder Price P.C. 222 North LaSalle Street Chicago, IL 60601
42
-6-
Case 2:09-bk-34714-BB
Desc
1 2 3 4 5
Counsel to Wells Fargo Bank, National Association as Indenture Trustee (Wells Fargo) at the following address: William W. Kannel Mintz Levin Cohn Ferris Glovsky and Popeo P.C. One Financial Center Boston, MA 02111 Counsel to Apollo Health Street, Inc. (Apollo) at the following address:
6 7 8 9 Counsel to the Committee at the following addresses: 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Time. 19. Debtor is authorized to take or refrain from taking any action necessary or 17. Martin J. Brill Daniel H. Reiss Levene, Neale, Bender, Rankin & Brill L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Any briefs in support of confirmation of the Plan must be filed with the Court and David R. Weinstein Holme Roberts & Owen LLP 800 W. Olympic Blvd., 4th Floor Los Angeles, CA 90015
served on the U.S. Trustee, counsel to MidCap, counsel to Wells Fargo, counsel to Apollo, counsel to the Committee, any party that filed an objection to the Plan and all parties who requested special notice pursuant to Bankruptcy Rule 2002, by no later than June 1, 2011, at 5:00 p.m. Pacific Time. 18. The Confirmation Hearing shall take place on June 8, 2011 at 10:00 a.m. Pacific
appropriate to implement the terms of and the relief granted in this order without seeking further order of the Court. /// /// /// /// ///
-7-
43
Case 2:09-bk-34714-BB
Desc
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
20.
This Court retains jurisdiction with respect to all matters arising from or related to
the implementation of this Order.
Los Angeles, California Date: ____________, 2011
The Honorable Sheri Bluebond United States Bankruptcy Judge
-8-
44
Case 2:09-bk-34714-BB
Desc
1 2 3 4 5 6
LISA HILL FENNING (SBN 89238) HARRY GARNER (SBN 254942) ARNOLD & PORTER LLP 777 South Figueroa Street, 44th Floor Los Angeles, California 90017 Telephone: 213.243.4000 Facsimile: 213.243.4199 Lisa.Fenning@aporter.com Harry.Garner@aporter.com Counsel to the Debtor and Debtor-in-Possession
7 UNITED STATES BANKRUPTCY COURT 8 CENTRAL DISTRICT OF CALIFORNIA 9 LOS ANGELES DIVISION 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Tax I.D. 95-1903935 In re DOWNEY REGIONAL MEDICAL CENTER-HOSPITAL, INC., a California nonprofit, public benefit corporation, Debtor. Case No.: 2:09-bk-34714-BB Chapter 11 DECLARATION OF ROBERT E. FULLER IN SUPPORT OF MOTION OF DEBTOR FOR ORDER (1) APPROVING DISCLOSURE STATEMENT; (2) APPROVING FORM OF SOLICITATION MATERIALS; (3) APPROVING SOLICITATION, VOTING, BALLOTING AND NOTICE PROCEDURES; AND (4) SETTING CONFIRMATION HEARING AND CERTAIN DEADLINES IN CONNECTION WITH DEBTORS FIRST AMENDED PLAN OF REORGANIZATION DATED MARCH 14, 2011 HEARING DATE DATE: April 19, 2011 TIME: 10:00 a.m. PLACE: Courtroom 1475 United States Bankruptcy Court 255 E. Temple Street Los Angeles, CA 90012
45
Case 2:09-bk-34714-BB
Desc
1 2
I, Robert E. Fuller, declare as follows:1 1. I am the Chief Operating Officer (COO) and Executive Vice President of Downey
3 Regional Medical Center-Hospital, Inc., the debtor in the above-captioned Chapter 11 case (referred 4 to herein as the Hospital or Debtor). I have been associated with the Hospital in one form or 5 another since 1998. Prior to becoming the Hospitals COO, I was the chief operating officer of a 6 health plan brokerage affiliated with the Hospital, and ran my own law firm of which the Hospital 7 was a client. I have been COO of the Hospital since 2003. As COO, I am familiar with the 8 hospitals day-to-day operations, business affairs, and books and records. 9 2. 10 Motion) for entry of an order (1) approving the First Amended Disclosure Statement for Debtors 11 First Amended Plan of Reorganization (Dated March 14, 2011) (the Disclosure Statement); 12 (2) approving the ballot and the notice of the confirmation hearing in substantially the forms 13 attached as Exhibit A and Exhibit B to the Motion; (3) approving certain specified procedures for 14 transmitting Debtors First Amended Plan of Reorganization (Dated March 14, 2011), or any 15 amended version thereof (the Plan), the Disclosure Statement, ballots and related solicitation 16 materials and notice of same; (4) approving voting and tabulation procedures; and (5) establishing 17 confirmation-related deadlines and procedures. Except as otherwise indicated herein, all facts set 18 forth in this Declaration are based on my personal knowledge, my discussions with other members 19 of Debtors senior management, my review of relevant documents, reports, and other information 20 provided by the Hospitals senior management, and my familiarity with Debtors books and records. 21 If I were called to testify, I could and would testify competently to the facts set forth herein. 22 3. 23 and approved them as to form. Debtors board of directors approved the filing of the Disclosure 24 Statement and Plan. 25 26 27
1
I submit this declaration (the Declaration) in support of Debtors Motion (the
I reviewed and commented on the Disclosure Statement and Plan prior to their filing,
28
Each capitalized term used in this Declaration shall have the meaning ascribed to such term in the Motion
-2-
46
Case 2:09-bk-34714-BB
Desc
1 2 3
4
4.
As set forth in the Plan and Disclosure Statement, Debtor will have sufficient funds
from the Exit Financing (as defined in the Plan) to make the required payments pursuant to the Plan on the Effective Date.
5
6
I declare under penalty of perjury that the foregoing is true and correct and that this Declaration was executed in Downey, California on March
l!j.... 2011.
7 8
9 10 11 12
13
~f~
--R ert E. Fuller
14
15
16
17 18 19 20 21 22
23
24
25
26
27
28
-3-
47
Case 2:09-bk-34714-BB
CHAPTER: 11 Debtor(s).
Desc
CASE NUMBER: 2:09-bk-34714-BB
NOTE: When using this form to indicate service of a proposed order, DO NOT list any person or entity in Category I. Proposed orders do not generate an NEF because only orders that have been entered are placed on a CM/ECF docket.
PROOF OF SERVICE OF DOCUMENT

I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 16501 Ventura Boulevard, Suite 440, Encino, California, 91436-2068. A true and correct copy of the foregoing document described as NOTICE OF MOTION AND MOTION OF DEBTOR FOR ORDER (1) APPROVING FIRST AMENDED DISCLOSURE STATEMENT; (2) APPROVING FORM OF SOLICITATION MATERIALS; (3) APPROVING SOLICITATION, VOTING, BALLOTING AND NOTICE PROCEDURES; AND (4) SETTING CONFIRMATION HEARING AND CERTAIN DEADLINES IN CONNECTION WITH DEBTORS FIRST AMENDED PLAN OF REORGANIZATION DATED MARCH 14, 2011; MEMORANDUM OF POINTS AND AUTHORITIES; DECLARATION OF ROBERT E. FULLER will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(D), and (b) in the manner indicated below: I. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING ("NEF") - Pursuant to controlling General Order(s) and Local Bankruptcy Rule(s) ("LBR"), the foregoing document will be served by the court via NEF and hyperlink to the document. On March 14, 2011 I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following person(s) are on the Electronic Mail Notice List to receive NEF transmission at the email addressed indicated below: Service information continued on attached page II. SERVED BY U.S. MAIL OR OVERNIGHT MAIL (indicate method for each person or entity served): On March 14, 2011 I served the following person(s) and/or entity(ies) at the last known address(es) in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States Mail, first class, postage prepaid, and/or with an overnight mail service addressed as follow. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed. Service information continued on attached page III. SERVED BY PERSONAL DELIVERY, FACSIMILE TRANSMISSION OR EMAIL (indicate method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on March 14, 2011 I served the following person(s) and/or entity(ies) by personal delivery, or (for those who consented in writing to such service method) by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed.
Hon. Sheri Bluebond United States Bankruptcy Court 255 E. Temple Street, Ctrm. 1475 Los Angeles, CA 90012
Service information continued on attached page I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct.
03/14/2011 Date
Mario Diaz Type Name
/s/ Mario Diaz Signature
This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. January 2009
F 9013-3.1
48
Case 2:09-bk-34714-BB
CHAPTER: 11 Debtor(s).
Desc
In re: Downey Regional Medical Center-Hospital, Inc. ADDITIONAL SERVICE INFORMATION (if needed):
CASE NUMBER: 2:09-bk-34714-BB
By Court NEF Ralph Ascher ralphascher@aol.com Vanessa L. Au vanessaau@paulhastings.com Richard D. Burstein rburstein@ebg-law.com Bruce J. Borrus bborrus@riddellwilliams.com Mark Bradshaw mbradshaw@shbllp.com Martin J. Brill mjb@lnbrb.com Richard W. Brunette rbrunette@sheppardmullin.com Richard D. Burnstein rburstein@ebg-law.com Russell Clementson russell.clementson@usdoj.gov Dawn M. Coulson dcoulson@eyclaw.com Jeffry A Davis jadavis@mintz.com Joseph R Dunn jrdunn@mintz.com, dsjohnson@mintz.com, kjenckes@mintz.com Lisa Hill Fenning lisa.fenning@aporter.com Keith D. Fraser kfraser@cblh.com Thomas M. Gaa tgaa@bbslaw.com Paul R. Glassman glassmanp@gtlaw.com Irving M. Gross img@lnbrb.com Jodie M. Grotins jgrotins@mcguirewoods.com Brian T. Harvey bharvey@buchalter.com Michael J. Heyman michael.heyman@klgates.com Mark D. Houle mark.houle@pillsburylaw.com Ivan L. Kallick ikallick@manatt.com, ihernandez@manatt.com Raffi Khatchadourian raffi@hemar-rousso.com William H. Kiekhofer wkiekhofer@mcguirewoods.com Stuart I Koenig Skoenig@cmkllp.com Mitchell B Ludwig mbl@kpclegal.com Frank F. McGinn ffm@bostonbusinesslaw.com Byron Z. Moldo bzmoldo@ecjlaw.com Jane ODonnell jane.odonnell@doj.ca.gov Randy P. Orlik rorlik@coxcastle.com Christopher E. Prince cprince@lesnickprince.com Nikhila Raj nraj@fulbright.com Daniel H. Reiss dhr@lnbrb.com Christopher O. Rivas crivas@reedsmith.com Johanna A Sanchez jasanchez@lbbslaw.com Nathan A. Schultz schultzn@gtlaw.com Steven J. Schwartz sschwartz@dgdk.com Nada I. Shamonki nshamonki@mintz.com Randye B. Soref rsoref@buchalter.com Adam M. Starr starra@gtlaw.com Derrick Talerico dtalerico@loeb.com, kpresson@loeb.com, ljurich@loeb.com David P. Tonner operations@blueheroncapital.com United States Trustee (LA) ustpregion16.la.ecf@usdoj.gov Andrew M. Valdez avaldez@fulbright.com Annie Verdries verdries@lbbslaw.com David Weinstein david.weinstein@hro.com Michael S Winsten mike@winsten.com Douglas Wolfe dwolf@amscapital.com
49
Case 2:09-bk-34714-BB
Desc
In re Downey Regional Medical Center-Hospital, Inc. Case No. 2:09-bk-34714-BB 2002 Service List
Debtor Downey Regional Medical Center 11500 Brookshire Avenue Downey, CA 90241-7010 Counsel for Prime Healthcare Management, Inc. Shulman Hodges & Bastian LLP Mark Bradshaw 8105 Irvine Center Drive, Suite 600 Irvine, CA 92618 Counsel for Tenet Healthcare Corporation Tenet Health Care Lynn E Iba 1500 South Douglass Road Anaheim, CA 92806 Indenture Trustee for Secured Bonds California Health Facilities Financing Authority 915 Capitol Mall, Suite 590 Sacramento, CA 95814
Debtor's Counsel Counsel for Downey Regional Medical Center Lisa Hill Fenning Arnold & Porter LLP 777 South Figueroa Street, 44th Floor Los Angeles, CA 90017-5844 UST Russell Clementson United States Trustee 725 South Figueroa Street. 26th Floor Los Angeles, CA 90017 Counsel to OCC Daniel Reiss Levene, Neale, Bender, Rankin & Brill 10250 Constellation Blvd., Suite 1700 Los Angeles, CA 90067 Martin J. Brill Levene, Neale, Bender, Rankin & Brill 10250 Constellation Blvd., Suite 1700 Los Angeles, CA 90067
Counsel For Wells Fargo, N.A., Secured Creditor William W. Kannel Mintz, Levin, Cohn, Ferris, Glovsky and Popeo One Financial Center Boston, MA 02011 Counsel For Wells Fargo, N.A., Secured Creditor Charles W. Azano Mintz, Levin, Cohn, Ferris, Glovsky and Popeo One Financial Center Boston, MA 02011 Counsel For Wells Fargo, N.A., Secured Creditor Jeffry Davis Mintz, Levin, Cohn, Ferris, Glovsky and Popeo 3580 Carmel Mountain Road, Suite 300 San Diego, CA 92130 Wells Fargo Corporate Trust Services Attn: Gavin Wilkinson 625 Marquette Avenue MAC N9311-115 Minneapolis, MN 55479 Counsel for Healthcare Finance Group William Kiekhofer Jodie M. Grotins McGuireWoods 1800 Century Park East, 8th Fl. Los Angeles, CA 90067
Counsel for Blue Cross Creim Macias Koenig & Frey LLP Stuart I. Koenig 633 West 5th Street, 51st Floor Los Angeles, CA 90071 Counsel for Siemens Medical Solutions, USA Reed Smith LLP Marsha Houston, Christopher Rivas 355 South Grand Avenue, Suite 2900 Los Angeles, CA 90071 Counsel for Siemens Medical Solutions, USA Reed Smith LLP Claudia Springer 2500 One Liberty Place 1650 Market Street Philadelphia, PA 19103
50
Case 2:09-bk-34714-BB
Lienholders of Record Cerner Corp 2800 Rockcreek Parkway Kansas City, MO 64117-2521
Desc
Secured Creditor Apollo Health Street Inc 2 Broad Street Bloomfield, NJ 07003
Cisco Systems Capital Corporation 170 West Tasman Drive MS SJ13-3 San Jose, CA 95134
Counsel for Apollo Health Street, Inc. David R. Weinsten Sharon Weiss Holme, Roberts & Owen LLP 800 West Olympic Blvd., 45th Floor Los Angeles, CA 90015 Lienholders of Record Alaris Medical System, Inc. 10221 Wateridge CR San Diego, CA 92121
Computer Sales International, Inc. 10845 Olive Boulevard Suite 300 St. Louis, MO 63141
Computer Sales International, Inc. 9990 Old Olive Street Road St. Louis, MO 63141
Bank of the West 9001 East Whittier Boulevard Pico Rivera, CA 90660
Dade Behring Financial Services 10 Riverview Drive Danbury, CT 06810
Bank of the West 201 North Civic Drive Suite 360 B Walnut Creek, CA 94596
U.S. Bank National Association 400 City Center Oshkosh, WI 54901
Baxter Healthcare Corporation Attn: Gail D Alesandro - DF6/3W One Baxter Parkway Deerfield, IL 60015
United California Bank 9001 East Whittier Boulevard Pico Rivera, CA 90660
Cadwell Laboratories, Inc. 909 North Kellogg Street Kennewick, WA 99336
United California Bank 9001 East Whittier Boulevard Pico Rivera, CA 90660
51
Case 2:09-bk-34714-BB
Lienholders of Record E.I. Dupont De Nemours & CO Susan Herr Legal Department 1007 Market Street D8052-2 Legal Wilmington, DE 19898
Lienholders of Record Olympus Corp 4 Nevada Drive Lake Success, NY 1 1042-1114
Desc
Employment Development Department Bankruptcy Group MIC 92E PO Box 826880 Sacramento, CA 94280-0001 First Bank of Highland Park 1835 First Street Highland Park, IL 60035
Philips Medical Capital LLC 1111 Old Eagle School Road Wayne, PA 19087
Sanwa Bank Attn: Rick Lopez, VP Pico Rivera Office 9001 East Whittier Blvd Pico Rivera, CA 90660 Sovereign Bank 3 Huntington Quadrangle Suite 101N Melville, NY 11747
First Interstate BK of Calif Trustee 707 Wilshire Boulevard Los Angeles, CA 90017
Graybar Financial Services 201 West Big Beaver Road Troy, MI 48084
Terumo Cardiovascular System 6200 Jackson Road Ann Arbor, MI 48103
Johnson & Johnson Finance Corporation 501 George Street New Brunswick, NJ 08901
The BK of Tokyo, Ltd. Legal Department 1251 Avenue of the Americas New York, NY 10020
Lanier Worldwide, Inc. 4667 North Royal Atlanta Drive Tucker, GA 30084-3802
Leasing Associates of Barrington, Inc. 33 West Higgins Road Suite 1030 South Barrington, IL 60010
52
Case 2:09-bk-34714-BB
Desc
Other Interested Parties California Department of Public Health Licensing and Certification County of Los Angeles District Office 12440 East Imperial Highway, Suite 200 Norwalk, CA 90650 California Department of Public Health Health Facilities Inspection Division Branch Chief: James L. Lawson. Ph.D., RN 12440 East Imperial Highway, Suite 522 Norwalk, CA 90650 Franchise Tax Board Attention: Bankruptcy P.O. Box 2952 Sacramento, CA 95812-2952
Other Interested Parties State of California - Health and Human Services Agency Medi-Cal Department of Health Care Services 1501 Capital Avenue Sacramento, CA 95814-5005 Centers for Medicare & Medicaid Services 7500 Security Boulevard Baltimore MD 21244-1850
Internal Revenue Service PO Box 21126 Philadelphia, PA 19114
Los Angeles County Tax Assessor 500 W. Temple St. Room 225 Los Angeles, CA 90012-2770
Meyer Christian & Associates Attn Tim Denton 15061 Springdale Street, Suite 113 Huntington Beach, CA 92649
Office of the Attorney General State of California Registry of Charitable Trusts 1300 I Street, Suite 125 Sacramento, CA 95814-2951 Special Counsel to Debtor Pamela S. Kaufman Hanson & Bridgett LLP 425 Market St., 26th Fl. San Francisco, CA 94105 Patient Care Ombudsman Susan Koenig SAK Management Services, LLC 4055 W. Peterson Avenue, Suite 101 Chicago, IL 60646
Auditor BDO Seidman, LLP 3200 Bristol St., 4th Floor Costa Mesa, CA 92626
Financial Advisor to OCC Fenix Management LLC 1874 S. Pacific Coast Hwy, #378 Redondo Beach, CA 90277
Special Litigation Counsel to Debtor David McLeod McLeod, Witham & Flynn LLP 707 Wilshire Blvd., Suite 4125 Los Angeles, CA 90017
53
Case 2:09-bk-34714-BB
Request for Special Notice Parties Counsel for Applecare Medical Group Eric Klein Sheppard Mullin Richter & Hampton LLP 1901 Avenue of the Stars, Suite 1600 Los Angeles, CA 90067
Desc
Request for Special Notice Parties Counsel to Suzanne Koenig Patient Care Ombudsman Buchalter Nemer Randy Soref Brian Harvey 1000 Wilshire Boulevard, Suite 1500 Los Angeles, CA 90017 Counsel to The Regents of the Univ. of California Charles F. Robinson and Eric K Behrens University of Southern California Office of the General Counsel 111 Franklin Street, 89th Floor Oakland, CA 94607-5200
Counsel to Blythe Ventures, Inc. dba Windsor Gardens of Long Beach Alexander Merino Merino Yebri LLP 1880 Century Park East Suite 1100 Los Angeles, CA 90067
Counsel to United PacificCare Karl Block Loeb & Loeb 10100 Santa Monica Blvd., Suite 2200 Los Angeles, CA 90067 Counsel to Cisco Systems Capital Corporation Lawrence M. Schwab Gaye Nell Heck Bialson, Bergen & Schwab 2600 El Camino Real, Suite 300 Palo Alto, CA 94306 Counsel to Stephen Wen & Associates Architects Stephen W. Reed Reed & Brown LLP 35 N. Lake Avenue, Suite 960 Pasadena, CA 91101-1819 Counsel to Philips Healthcare Bruce J. Borrus Riddell Williams p.S. 1001 Fourth Avenue, Suite 4500 Seattle, WA 98154 Counsel to Health Facilities Financing Authority Jane O'Donnell, Deputy Attorney General 1300 I Street, Suite 125 P.O. Box 944255 Sacramento, CA 94244 Counsel to National Fire & Marine Ins. Co. Sonnenschein Nath & Rosenthal LLP Robert B. Miller Stefanie L. Wowchuk 233 S. Wacker, Suite 7800 Chicago, IL 60606
Counsel to Edmund G. Brown, Jr. Office of the Attorney General Wendi A. Horwitz 300 S. Spring St., Suite 1702 Los Angeles, CA 90013 Counsel to Presbyterian Intercommunity Hospital Mark Kadzielski & Andrea Valdez Fulbright & Jaworski LLP 555 South Flower Street, Suite 4100 Los Angeles, CA 90071 Counsel to Presbyterian Intercommunity Hospital Michael Parker Fulbright & Jaworski LLP 300 Covent Street, Suite 2200 San Antonio, TX 78205-3792
Counsel to Presbyterian Intercommunity Hospital Kevin Duthoy Bewley Lassleben & Miller 13215 E. Penn Street, Suite 510 Whittier, CA 90602 Ricoh Business Solutions c/o Ikon Office Solutions Recovery & Bankruptcy Group 3920 Arkwright Road, Suite 400 Macon, GA 31210 Counsel to National Fire & Marine Ins. Co. Lesnick Prince LLP Christopher E. Prince 185 Pier Avenue, Suite 103 Santa Monica, CA 90405
54
Case 2:09-bk-34714-BB
Counsel to MidCap Financial LLC
Desc
VEDDER PRICE P.C. 1633 Broadway, 47th Floor New York, New York 10019 Attention: Michael J. Edelman, Esq.
VEDDER PRICE P.C. 222 North LaSalle Street, Suite 2600 Chicago, Illinois 60601 Attention: Paul Hoffman, Esq.
ARENT FOX LLP Gas Company Tower 555 West Fifth Street, 48th Floor Los Angeles, CA 90013 Attention: Aram Ordubegian, Esq.
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1 2 3 4 5 6 7 8 9 10 11 12 13 14 C. 15 D. 16 E. 17 18 19 20 21 22 23 24 25 26 27 28 V. F. IV. I. II. III.

Dated: Los Angeles, California March 14, 2011

of Unsecured Creditors (the Committee) in this Chapter 11 Case.

have not yet been rejected; and

Any other parties in interest as may be required by Federal Rules of

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 31. 30. 29.

Dated: Los Angeles, California March 14, 2011

EXHIBIT A FORMS OF BALLOTS

Counsel to Debtor and Debtor-in-Possession, Plan Proponent

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA

CHAPTER11 CASE NO.: 2:09-34714(BB) DATE: TIME: CTRM::

BALLOT FOR ACCEPTING OR REJECTING PLAN

ACCEPTANCE OR REJECTION OF THE PLAN

Class 4 Ballot, Page 1 of 3

In re: Downey Regional Medical Center-Hospital, Inc.

ACCEPTS THE PLAN

Telephone No.: Fax No.:

RETURN THE ORIGINAL OF THIS EXECUTED BALLOT BY REGULAR MAIL TO:

Class 4 Ballot, Page 2 of 3

In re: Downey Regional Medical Center-Hospital, Inc.

Debtor(s). CASE NUMBER: 2:09-bk-34714-BB

STATE OF CALIFORNIA COUNTY OF

Addresses continued on attached pa ge

Class 4 Ballot, Page 3 of 3

Counsel to Debtor and Debtor-in-Possession, Plan Proponent

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA

CHAPTER11 CASE NO.: 2:09-34714(BB) DATE: TIME: CTRM::

BALLOT FOR ACCEPTING OR REJECTING PLAN

ACCEPTANCE OR REJECTION OF THE PLAN

Class 5 Ballot, Page 1 of 3

Form B14 (Continued) - (Rev. 7/98)

In re: Downey Regional Medical Center-Hospital, Inc.

CHAPTER: 11 Debtor(s). CASE NUMBER: 2:09-bk-34714-BB

7. The undersigned (check one box only] :

ACCEPTS THE PLAN

Telephone No.: Fax No.:

RETURN THE ORIGINAL OF THIS EXECUTED BALLOT BY REGULAR MAIL TO:

Class 5 Ballot, Page 2 of 3

In re: Downey Regional Medical Center-Hospital, Inc.

Debtor(s). CASE NUMBER: 2:09-bk-34714-BB

STATE OF CALIFORNIA COUNTY OF

Addresses continued on attached pa ge

Class 5 Ballot, Page 3 of 3

Counsel to Debtor and Debtor-in-Possession, Plan Proponent

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA

CHAPTER11 CASE NO.: 2:09-34714(BB) DATE: TIME: CTRM::

BALLOT FOR ACCEPTING OR REJECTING PLAN

ACCEPTANCE OR REJECTION OF THE PLAN

Class 6 Ballot, Page 1 of 3

Form B14 (Continued) - (Rev. 7/98)

In re: Downey Regional Medical Center-Hospital, Inc.

ACCEPTS THE PLAN

Telephone No.: Fax No.:

RETURN THE ORIGINAL OF THIS EXECUTED BALLOT BY REGULAR MAIL TO:

Class 6 Ballot, Page 2 of 3

In re: Downey Regional Medical Center-Hospital, Inc.

Debtor(s). CASE NUMBER: 2:09-bk-34714-BB

STATE OF CALIFORNIA COUNTY OF

Addresses continued on attached pa ge

Class 6 Ballot, Page 3 of 3

EXHIBIT B FORM OF CONFIRMATION HEARING NOTICE

15 16 17 18 19 20 21 22 23 24 25 26 27 28 Tax I.D. 95-1903935