SSG Advises North Philadelphia Health System in the Sale of Substantially All of its Assets
November 2017
has sold substantially all of its
assets to an affiliate of
Under Section 363 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania
The undersigned acted as Investment Banker
to North Philadelphia Health System on this transaction


SSG Capital Advisors, LLC ("SSG") acted as the investment banker to North Philadelphia Health System ("NPHS" or the "Hospital") in the sale of substantially all of its assets to an affiliate of Iron Stone Partners ("Iron Stone"). The sale was effectuated through a Chapter 11 Section 363 process in the U.S. Bankruptcy Court for the Eastern District of Pennsylvania. The sale transaction closed in November 2017 to be followed by a plan of reorganization for NPHS.

Based in Philadelphia, PA, NPHS provides mental health and substance addiction treatment services and special programs for patients with behavioral medical disorders and / or extended acute medical conditions. Services include outpatient counseling for alcohol and drug use, a detoxification and rehabilitation unit and several specialized inpatient programs. In addition, NPHS operates the Goldman Clinic, which provides methadone treatment to up to 700 individuals daily. These services are offered through the Hospital's Girard facility, a licensed 65-bed psychiatric hospital which traces its roots back to 1896.

The Hospital is heavily dependent on Pennsylvania Medicaid reimbursements. Supplemental funding ceased at the end of 2015 and NPHS was forced to close its St. Joseph's Hospital ("SJH") facility in March 2016. In addition to being burdened with overhead that was previously supporting a larger organization, the Hospital had seen general cost increases over the years that were not accompanied by adequate amendments to its per diem reimbursement rates. Amid its large debt load while also facing constrained liquidity from SJH closing costs and ongoing operational losses, the Hospital filed for Chapter 11 protection at the end of December 2016 to preserve its operations.

SSG was retained as investment banker to NPHS in April 2017 to pursue strategic alternatives including a sale of the Hospital. SSG's sale process attracted significant interest and multiple offers from both real estate investors and healthcare providers. The robust process ultimately resulted in a competitive auction process where a bid from an affiliate of Iron Stone was determined to be the highest and best offer for substantially all of the Hospital's assets. Iron Stone partnered with Community Behavioral Health and the City of Philadelphia under a new lease in order to continue operations at the Hospital with NPHS as the operator. As a result, the Hospital will continue to operate its Girard facility as a going concern, preserving jobs and providing its valuable medical services to patients in the Philadelphia region.

Iron Stone Partners is a real estate private equity firm located in Philadelphia that has a niche focus on value added real estate assets, the acquisition of real estate related operating companies and the assumption of mortgage notes.

Other professionals who worked on the transaction include:
• Lawrence G. McMichael, Martin J. Weis and Anne Marie Aaronson of Dilworth Paxson LLP, bankruptcy counsel to North Philadelphia Health System;
• John D. Kutzler of Buzby & Kutzler, corporate counsel to North Philadelphia Health System;
• Jeffrey Kurtzman and Maureen P. Steady of Kurtzman Steady, LLC, counsel to Iron Stone Partners;
• Edmond M. George and Michael D. Vagnoni of Obermayer Rebmann Maxwell & Hippel LLP, counsel to the Official Committee of Unsecured Creditors;
• Francis M. Correll, Jr. and Domenic E. Pacitti of Klehr Harrison Harvey Branzburg LLP, counsel to Gemino Healthcare Finance;
• Glenn E. Siegel and Rachel Jaffe Mauceri of Morgan, Lewis & Bockius LLP, counsel to The Bank of New York Mellon Trust Company;
• Bonnie Y. Hochman Rothell and Jessica A. Rodriguez of Morris, Manning & Martin, LLP, counsel to Hunt Mortgage Group;
• Mary F. Caloway and Mark Pfeiffer of Buchanan Ingersoll & Rooney PC, counsel to Community Behavioral Health;
• Vincent J. Marriott III, Tobey M. Daluz and Daniel T. Mullin of Ballard Spahr LLP, counsel to Pennsylvania Department of Human Services; and
• Todd M. Patnode, Mychal D. Harrison and Jonathan Wixom of Deloitte Transactions and Business Analytics LLP, financial advisor to Pennsylvania Department of Human Services.


Contacts On This Deal

J. Scott Victor
Managing Director
Email: jsvictor@ssgca.com
Phone: (610) 940-5802
Matthew P. Karlson
Managing Director
Email: mkarlson@ssgca.com
Phone: (610) 940-5804
Neil Gupta, CFA
Email: ngupta@ssgca.com
Phone: (610) 940-2663
Brian A. McAuley
Email: bmcauley@ssgca.com
Phone: (610) 940-6067