Charlotte Buyer Borrowed to Fund CDR's 60% Stake

Strange Tony,

Humana's complicated sale of 60% of Kindred Hospice/Community Care to financial rapscallion Clayton, Dubilier and Rice has been consummated via a company named Charlotte Buyer Inc., which borrowed over $1.6 billion to fund the deal.

The Q4 2021 Annual Health Statement for Arcadian Health Plan (part of Humana) shows Charlotte Buyer to be an affiliate of Humana.  The filing showed numerous organizational charts for Humana's hospice and home health assets under the Gentiva umbrella.  .  

Charlotte Buyer is the intermediary company for Curo Health Services' hospice assets.  It is not the intermediary for other Gentiva/Kindred hospices that rose up under Integracare, Healthfield, Harden Healthcare, Odyssey, or VistaCare/Family Hospice umbrellas.  

Humana, TPG and WCAS borrowed under the Gentiva Health Services name to fund the deal in 2018.  Moody's most recent credit rating for Gentiva New said: 

Any divestiture of the hospice/ community care assets would trigger the requirement within the credit agreement to repay the debt and as a consequence could result in a different rating outcome. 

Oddly Humana went a level down to an entity that only covers a portion of the hospice assets.  I don't recall Curo having Community Care services.  They came from the Kindred at Home side.

Moody's rating of Charlotte Buyer noted:

The borrower under the credit agreement is Charlotte Buyer, Inc. There is a downstream guarantee from an intermediate holding company, but not from KAH Hospice Company, Inc., i.e. the future filer of the financial statements.

Borrowers need an upstream guarantee from Gentiva Health Services for multiple reasons. 

The credit agreement  permits the transfer of assets to unrestricted subsidiaries, up to the carve-out capacities, subject to "blocker" provisions which prohibit the transfer of intellectual property, that is material to the operations of the company, taken as a whole, by way of sale, conveyance, transfer or other disposition  to an unrestricted subsidiary.

Non-wholly-owned  subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees subject to protective provisions which only permit guarantee releases if such transfer is not done in connection with a non-bona fide transaction (as determined by the parent borrower conclusively and in good faith) and for the primary purpose to cause such subsidiary to become an excluded subsidiary and be released from the guarantee.

There are no express protective provisions prohibiting an up-tiering transaction.

I would not want to hold Charlotte Buyer debt as it represents a fraction of Gentiva Health Services hospice and community care assets.  

What kind of sleight of hand will executives and our new financial rapscallion owners use to take advantage of hospice staff? 

Anonymous