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36555517.5.doc 03/13/2020

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: CENTER CITY HEALTHCARE, LLC d/b/a HAHNEMANN UNIVERSITY HOSPITAL, et al.,1 Debtors.

)))) ) ) ) )

Chapter 11 Case No. 19-11466 (MFW) Jointly Administered Objection Deadline: March 23, 2020 at 4:00 p.m. (EST) Hearing Date: March 30, 2020 at 2:00 p.m. (EST)

MOTION OF THE DEBTORS FOR AN ORDER (I) ESTABLISHING

DEADLINES FOR FILING PROOFS OF CLAIM, INCLUDING SECTION 503(b)(9) CLAIMS, AND (II) APPROVING THE FORM AND MANNER OF NOTICE THEREOF

The debtors and debtors-in-possession (collectively, the “Debtors”) in the above-

captioned chapter 11 cases (the “Chapter 11 Cases”), by and through their undersigned counsel,

hereby file this motion (the “Motion”), pursuant to sections 105(a), 501, 502(b)(9) and 503(b) of

title 11 of the United States Code, 11 U.S.C. §§ 101 – 1532 (the “Bankruptcy Code”), Rules

2002(a)(7), 3002(a) and 3003(c) of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”) and Rules 2002-1(e) and 3003-1(a) of the Local Rules of Bankruptcy

Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the

“Local Rules”), for the entry of an order, substantially in the form attached hereto as Exhibit A

(the “Bar Date Order”): (i) establishing the bar dates proposed herein (the “Bar Dates”) for the

filing of claims against the Debtors, including claims asserted under section 503(b)(9) of the

Bankruptcy Code (“Section 503(b)(9) Claims”); (ii) authorizing and directing holders of Section

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification

number, are: Center City Healthcare, LLC (3341), Philadelphia Academic Health System, LLC (8681), St. Christopher’s Healthcare, LLC (8395), Philadelphia Academic Medical Associates, LLC (8165), HPS of PA, L.L.C. (1617), SCHC Pediatric Associates, L.L.C. (0527), St. Christopher’s Pediatric Urgent Care Center, L.L.C. (6447), SCHC Pediatric Anesthesia Associates, L.L.C. (2326), StChris Care at Northeast Pediatrics, L.L.C. (4056), TPS of PA, L.L.C. (4862), TPS II of PA, L.L.C. (5534), TPS III of PA, L.L.C. (5536), TPS IV of PA, L.L.C. (5537), and TPS V of PA, L.L.C. (5540). The Debtors’ mailing address is 216 North Broad Street, 4th Floor, Philadelphia, Pennsylvania 19102.

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503(b)(9) Claims to file such claims through proofs of claim; and (iii) approving the form and

manner of notice with respect to the foregoing. In support of this Motion, the Debtors

respectfully state as follows:

Jurisdiction and Venue

1. The United States Bankruptcy Court for the District of Delaware (the “Court”)

has jurisdiction over the Motion pursuant to 28 U.S.C. §§ 157 and 1334. This is a core

proceeding within the meaning of 28 U.S.C. § 157(b)(2). Venue is proper in this judicial district

under 28 U.S.C. §§ 1408 and 1409. The Debtors confirm their consent pursuant to Local Rule

9013-1(f) to the entry of a final order by the Court in connection with this Motion if it is later

determined that the Court, absent consent of the parties, cannot enter final orders or judgments in

connection herewith consistent with Article III of the United States Constitution.

2. The statutory predicates for the relief sought herein are sections 105(a), 501,

502(b)(9), and 503(b) of the Bankruptcy Code, Bankruptcy Rules 2002(a)(7), 3002(a) and

3003(c), and Local Rules 2002-1(e) and 3003-1(a).

Background

3. On June 30 and July 1, 2019 (collectively, the “Petition Date”), each of the

Debtors commenced a case under chapter 11 of the Bankruptcy Code. The Debtors are operating

their businesses and managing their properties as debtors in possession pursuant to sections

1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or

examiner has been made in the Chapter 11 Cases.

4. On July 15, 2019, the Office of the United States Trustee appointed the Official

Committee of Unsecured Creditors of Center City Healthcare, LLC d/b/a Hahnemann University

Hospital, et al. [D.I. 182] (the “Committee”).


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5. On August 14, 2019, the Debtors filed their Schedules of Assets and Liabilities

(the “Schedules”) and Statements of Financial Affairs [D.I. 445-473].

6. A description of the Debtors’ businesses and the reasons for commencing the

Chapter 11 Cases are set forth in the Declaration of Allen Wilen in Support of First Day Relief

[D.I. 2].

Relief Requested

7. By this Motion, the Debtors respectfully request that the Court enter an order,

substantially in the form of the Bar Date Order:

a) establishing May 26, 2020 at 5:00 p.m. (ET) as the “Bar Date” and deadline for all persons or entities, including Governmental Units (as such term is defined in section 101(27) of the Bankruptcy Code), to file proofs of claim based on claims against any Debtor that arose prior to the Petition Date, including Section 503(b)(9) Claims;

b) in the event the Debtors file an amendment (a “Schedules Amendment”) to any of their Schedules and such Schedules Amendment (i) reduces the undisputed, noncontingent, and liquidated amount of a claim, (ii) reclassifies a scheduled, undisputed, liquidated, noncontingent claim as disputed, unliquidated, or contingent, or (iii) adds a new claim to the Schedules described as “disputed,” “contingent” or “unliquidated,” establishing a deadline (the “Amended Schedules Bar Date”) for each applicable claimant to file a proof of claim with respect to such amended or new claim by the later of (y) the Bar Date or (z) 5:00 p.m. (EST) on the date that is twenty-one (21) days after service of a notice on such claimant of the Schedules Amendment;

c) establishing the deadline for claims arising from the rejection of an executory contract or unexpired lease as the later of (i) the Bar Date or (ii) the date that is thirty (30) days following service of notice of the effective date of such rejection (unless the order authorizing such rejection provides otherwise) (the “Rejection Damages Bar Date”);

d) approving the form, attached to the Bar Date Order as Exhibit 1 (the “Proof of Claim Form”), for filing a proof of claim against any Debtor;

e) approving the proposed notice of the Bar Dates attached to the Bar Date Order as Exhibit 2 (the “Bar Date Notice”) and Exhibit 3 (the “Publication Notice”);


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f) authorizing and directing holders of Section 503(b)(9) Claims to assert such claims pursuant to timely-filed proofs of claim; and

g) approving the notice procedures proposed herein.

8. The Debtors will establish a deadline for all persons or entities (except for

professionals retained in these Chapter 11 Cases) holding any right to payment constituting an

actual, necessary cost or expense of administering these cases or preserving the estates under

section 503(b) and 507(a)(2) of the Bankruptcy Code that arose after the Petition Date at a later

time, with the exception of 503(b)(9) Claims which shall be asserted through proofs of claim as

described herein.

The Proposed Procedure for Filing Proofs of Claim

9. The Debtors propose the following procedure for filing proofs of claim:

a) Proofs of claim must substantially conform to the Proof of Claim Form attached to the Bar Date Order as Exhibit 1.

b) Proofs of claim must be actually received by the Debtors’ claims agent, Omni Management Group (“Omni”), on or before the applicable Bar Date, at the following address:

Center City Healthcare, LLC, et. al. Claims Processing

c/o Omni Management Group 5955 DeSoto Ave., Suite 100 Woodland Hills, CA 91367

c) Proofs of claim can also be submitted electronically through Omni’s case

website, at the following web address by clicking on “Submit a Proof of Claim:” www.omniagentsolutions.com/PAHSPOCSubmission.

d) Proofs of claim submitted by facsimile or e-mail will not be accepted, with

the exception of proofs of claim submitted through the Debtors’ case website, as described in ¶ 9(c) above.

e) Proofs of claim will be deemed timely filed only if an original copy of the signed proof of claim is actually received by Omni at the address set forth above or through electronic submission of the proof of claim through Omni’s website at the web address set above on or before the applicable Bar Date.


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f) Proofs of claim must: (i) be in writing and signed by the claimant or, if the

claimant is not an individual, by an authorized agent of the claimant; (ii) include supporting documentation or, if voluminous, a summary of supporting documents and an explanation as to why documentation is not available and identify where such supporting documentation may be obtained; (iii) be in English; and (iv) be denominated in United States currency.

g) Section 503(b)(9) Claims shall be asserted through proofs of claim, and each proof of claim asserting a Section 503(b)(9) Claim must also: (i) include the value of the goods delivered to and received by the applicable Debtor in the twenty (20) days prior to the Petition Date; (ii) attach documentation identifying the particular invoices corresponding to the asserted Section 503(b)(9) Claim; and (iii) attach documentation demonstrating that the goods were received by the Debtors within the 20 days preceding the Petition Date.

h) Each proof of claim must specify by name the Debtor against which the claim is asserted and the corresponding case number, and if the holder asserts a claim against more than one Debtor, a separate proof of claim must be filed against each such Debtor.

If more than one Debtor is listed on the Proof of Claim Form, the Debtors will treat such claim as filed only against the first listed Debtor.

Any claim filed under the joint administration case number of 19-11466 that does not identify a specific Debtor against which the claim is asserted shall be deemed as filed only against Center City Healthcare, LLC.

i) Any entity that files a proof of claim by mail and wishes to receive a date-stamped copy by return mail shall include an additional copy of the proof of claim and a self-addressed postage-paid envelope.

10. The Debtors propose that the following persons or entities not be required to file a

proof of claim in accordance with the procedures set forth herein:

a) any person or entity that has already properly filed a proof of claim with Omni or the Court in a form substantially similar to Official Form 410;

b) any person or entity whose claim is listed on a Debtor’s Schedule D or E/F, and (i) the claim is not described as “disputed,” “contingent,” or “unliquidated,” (ii) such person or entity agrees with the amount, nature, and


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priority of the claim set forth in the Schedules, and (iii) such person or entity agrees that the claim is an obligation of the specific Debtor that listed the claim in its Schedules;

c) any person or entity whose claim has been allowed by order of the Court entered on or before the applicable Bar Date;

d) any person or entity whose claim has been satisfied in full by the Debtors or any other party prior to the applicable Bar Date;

e) any holder of a claim for which the Court has already fixed a specific deadline to file a proof of claim;

f) an employee of a Debtor if an order of this Court authorized such Debtor to honor the employee’s claim in the ordinary course of business, and the Debtor actually paid such claim, such as a wage, commission or benefit claim; provided however, that an employee must submit a proof of claim by the Bar Date for all other claims, including claims for deferred compensation, wrongful termination, discrimination, harassment, hostile work environment, retaliation, claims covered by the Debtors’ workers’ compensation insurance, or any other litigation or pre-litigation claim;

g) any Debtor having a claim against another Debtor; and

h) any holder of an equity interest in a Debtor need not file a proof of interest with respect to the ownership of such equity interest at this time; provided, however, that any holder of an equity interest who wishes to assert a claim against a Debtor, including a claim relating to such equity interest or the purchase or sale of such interest, must file a proof of claim asserting such claim on or prior to the Bar Date pursuant to procedures set forth herein.

Effect of Failure to File a Proof of Claim

11. The Debtors request that any holder of a claim against any Debtor who receives

notice of the applicable Bar Date (whether such notice was actually or constructively received)

and is required, but fails, to file a Proof of Claim Form in accordance with the Bar Date Order on

or before the applicable Bar Date, (a) shall be forever barred, estopped, and enjoined from

asserting such claim against any Debtor (or filing a proof of claim with respect thereto), and such

Debtor and its property may, upon confirmation of a chapter 11 plan with respect thereto, be

forever discharged from all indebtedness and liability with respect to such claim, and (b) shall


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not receive or be entitled to receive any payment or distribution of property from the Debtors or

their successors or assigns with respect to such claim.

12. Moreover, such persons or entities that fail to file a proof of claim in accordance

with the Bar Date Order shall no longer receive further notices from the Debtors regarding such

claims.

Proposed Bar Date Notice Procedures

A. Bar Date Notices

13. With the assistance of Omni, the Debtors propose to serve all known2 persons or

entities holding potential prepetition claims against any of them, including former patients of the

Debtors3, with written notice of the Bar Dates, substantially in the form of the Bar Date Notice.

Among other things, the Bar Date Notice will (a) identify the Bar Dates, (b) provide holders of

claims with information necessary to allow them to make an informed decision as to whether to

file a proof of claim, and (c) describe the procedures for filing a timely proof of claim and the

consequences of failing to do so.

14. No later than seven (7) business days after entry of the Bar Date Order, the

Debtors will cause to be served the Bar Date Notice, in substantially the form attached to the Bar

Date Order as Exhibit 2, by first class U.S. mail, postage prepaid, along with a copy of the Proof

of Claim Form, on the following parties:

i. The Office of the United States Trustee for the District of Delaware;

2 For the purposes of this Motion, a creditor or entity is, consistent with applicable case law, considered

“known” to the extent its identity is either known or is “reasonably ascertainable by the debtor.” Chemetron Corp. v. Jones (In re Chemetron Corp.), 72 F.3d 341, 346 (3d Cir. 1995) (citing Tulsa Prof. Collection Serv., Inc. v. Pope, 485 U.S. 478, 490 (1988)).

3 Consistent with the Order Approving Certain Procedures to Maintain the Confidentiality of Patient

Information as Required by Applicable Privacy Rules [D.I. 72], the names and addresses of any former patients served with the Bar Date Notice will be redacted from the affidavit of service for the Bar Date Notice.


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ii. Counsel to the Committee; iii. Counsel to MidCap Funding IV Trust; iv. All known holders of claims and their counsel (if known) listed on the

Schedules at the addresses stated therein; v. All parties known to the Debtors as having potential claims against the

Debtors’ estates as of the applicable Bar Date and their counsel (if known);

vi. All counterparties to the Debtors’ executory contracts and unexpired

leases listed on the Schedules (including all collective bargaining agreements) at the addresses stated therein (to be amended or supplemented as necessary);

vii. All parties to litigation with any of the Debtors (as of the date of the entry

of the Bar Date Order) and their counsel (if known); viii. All parties who have requested notice pursuant to Bankruptcy Rule 2002; ix. All persons or entities that have previously filed Applications or proofs of

claim in these Chapter 11 Cases as of the date upon which the Bar Date Order is entered;

x. The Internal Revenue Service; xi. All other taxing authorities for the jurisdictions in which the Debtors

maintain or conduct business; xii. All known Governmental Units in these Chapter 11 Cases; xiii. All known equity holders of the Debtors as of the Petition Date; xiv. All current employees, directors and officers and former employees,

directors and officers (to the extent that contact information for a former employee, director or officer is available in the Debtors’ books and records);

xv. All relevant state attorneys general; xvi. All other entities listed on the Debtors’ matrix of creditors; xvii. All former patients of the Debtors; and


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xviii. Pursuant to Local Rule 2002-1(e), counsel to any of the foregoing, if known.

15. The proposed Bar Date Notice will notify all parties in interest known to the

Debtors of the Bar Dates and contain information regarding the procedure for filing a proof of

claim, who must file, and the consequences of failing to timely file a proof of claim. The

Debtors will send the Bar Date Notice to each creditor’s last known address included in their

books and records.

16. The Debtors respectfully submit that the proposed notice procedures and the

mailing of the Bar Date Notice on the foregoing parties will provide good, sufficient and due

notice to any creditor or party-in-interest who may wish to assert a proof of claim against the

Debtors.

B. Publication Notice

17. In addition to serving the Bar Date Notice, the Debtors propose to publish notice

of the Bar Dates, substantially in the form of the Publication Notice annexed to the Bar Date

Order as Exhibit 3, at least once no later than twenty-one (21) days before the Bar Date in the

Philadelphia Inquirer and either the Wall Street Journal or USA Today. The Publication Notice

will provide effective notice of the Bar Dates to all creditors, including (a) any creditors who are

unknown or not reasonably ascertainable by the Debtors, (b) known creditors with addresses that

are unknown to the Debtors or are no longer accurate and/or updated, and (c) potential creditors

with claims against the Debtors.


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Basis for Relief Requested A. Ample Authority Exists to Approve the Bar Dates and the Proposed Procedures for

Filing Proofs of Claim

18. Bankruptcy Rule 3003(c)(3) generally governs the filing of proofs of claim in a

chapter 11 case and provides, in relevant part, that “[t]he court shall fix and for cause shown may

extend the time within which proofs of claim or interest may be filed.” Fed. R. Bankr. P.

3003(c)(3). Bankruptcy Rule 3003(c)(2) further requires that any claimant that asserts a claim

against any of the Debtors that arose prior to the Petition Date, and that is either not scheduled or

scheduled as disputed, contingent, or unliquidated, must file a proof of claim.

19. Although Bankruptcy Rule 2002(a)(7) generally provides that all parties in

interest must receive, at a minimum, 21 days’ notice of the time fixed for filing proofs of claim

pursuant to Bankruptcy Rule 3003(c), neither the Bankruptcy Code, the Bankruptcy Rules, nor

the Local Rules specify a time by which proofs of claim must be filed in chapter 11 cases, other

than section 502(b)(9) of the Bankruptcy Code, which provides that governmental units shall

have a minimum 180 days after the entry of the order for relief to file proofs of claim. As a

result, this Court has discretion in setting such a date and is authorized to grant the relief

requested in this Motion. See 11 U.S.C. § 105(a) (empowering a court to issue “any order,

process, or judgment that is necessary or appropriate to carry out the provisions of” the

Bankruptcy Code); 2 Collier on Bankruptcy ¶ 105.01 (Alan N. Resnick and Henry J. Sommer

eds., 15th ed. rev. 2011) (“The basic purpose of section 105 is to assure the bankruptcy courts

power to take whatever action is appropriate or necessary in aid of the exercise of their

jurisdiction.”).

20. The procedures proposed herein provide creditors with ample notice and a clear

process for filing proofs of claim in a manner that achieves administrative and judicial


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efficiency. These proposed procedures will also allow these Chapter 11 Cases to move forward

quickly with minimum administrative expense and delay. At this point, the Debtors are focused

on moving towards the formulation of a chapter 11 plan and require complete and accurate

information as to the nature, validity and status of claims that may be asserted against their

estates in order to do so.

21. The Debtors thus propose that, except as otherwise provided below, all persons

and entities (including, without limitation, individuals, partnerships, corporations, joint ventures

and trusts), including Governmental Units, that assert a “claim” (as such term is defined in

section 101(5) of the Bankruptcy Code) against any Debtor that arose prior to the Petition Date,

including Section 503(b)(9) Claims, be required to file a proof of claim by the applicable Bar

Dates in accordance with the procedures described above.

B. The Proposed Notice Procedures are Reasonable and Appropriate

22. Bankruptcy Rule 2002(a)(7) requires that the Debtors provide claimants at least

21 days’ notice by mail of a bar date established pursuant to Bankruptcy Rule 3003(c).

Additionally, Bankruptcy Rule 2002(l) provides that the Court may order notice by publication if

it finds that notice by mail is impractical or it is desirable to supplement another notice.

Bankruptcy Rule 9008 also provides that the Court shall determine the form and manner of

publication notice, the newspapers used, and the frequency of publication.

23. In conjunction with setting the Bar Dates, the Debtors must ensure that creditors

and other interested parties receive adequate and appropriate notice of the Bar Dates. The

Debtors propose to mail the Bar Date Notice to their known creditors and must rely on

publication to give notice to their unknown creditors.


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24. To determine the adequacy of notice given to a creditor, bankruptcy law

distinguishes between “known” and “unknown” creditors. See In re Chemetron Corp., 72 F.3d

at 345. As the Third Circuit in Chemetron explained, “[k]nown creditors must be provided with

actual written notice of a debtor’s bankruptcy filing and bar claims date.” Id. at 346. A “known”

creditor is one whose identity is either known or is “reasonably ascertainable by the debtor.” Id.

(citing Tulsa Prof’l Collection Servs., Inc. v. Pope, 485 U.S. 478, 490 (1988)). An “unknown”

creditor is one whose “interests are either conjectural or future or, although they could be

discovered upon investigation, do not in due course of business come to knowledge [of the

debtor].” Id. (citing Mullane v. Cent. Hanover Bank & Trust Co., 339 U.S. 306, 317 (1950)).

For “unknown claimants, notification by publication will generally suffice.” Id.

25. The Debtors submit that the proposed notice procedures respecting the Bar Dates

satisfy the Chemetron standard. Specifically, to the extent the Bar Dates are established as of

March 30, 2020, the Debtors intend to (i) mail the Bar Date Notice to known holders of claims

no later than seven (7) business days after the entry of the Bar Date Order, and (ii) provide

Publication Notice by a date that is no later than 21 days before the Bar Dates. Thus, assuming

the Bar Date Order is entered on or before March 30, 2020, all known holders of claims will

have forty-five (45) days of actual notice and unknown or unreachable holders of claims will

have at least twenty-one (21) days of constructive notice of the Bar Dates for filing their claims,

thereby satisfying Bankruptcy Rule 2002(a)(7).

26. Moreover, the Debtors filed their Schedules on August 14, 2019. Known holders

of claims will therefore have had approximately eight months within which to review the

Schedules, reconcile the information contained therein with their own books and records and

prepare and file proofs of claim, if necessary. In addition, in the event the Debtors amend or


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supplement the Schedules, the Debtors shall give notice of any such amendment to the holders of

affected claims, and such holders will have twenty-one (21) days from the notice date to file a

proof of claim.

27. The Debtors believe that the proposed procedures and notice periods afford

holders of claims ample opportunity to review the Bar Date Notice and the Schedules, and to file

proofs of claim while, at the same time, ensuring that the Debtors remain in chapter 11 for no

longer than is necessary. Accordingly, for all the foregoing reasons, the Debtors respectfully

submit that the proposed Bar Dates and the form and manner of providing notice thereof are

appropriate in light of the circumstances, inure to the benefit of all parties in interest and should

be approved.

Notice

28. The Debtors will provide notice of this Motion to: (i) the Office of the United

States Trustee; (ii) counsel to the Official Committee of Unsecured Creditors; (iii) counsel to

MidCap Funding IV Trust; (iv) Drexel University d/b/a Drexel University College of Medicine;

(v) the Debtors’ unions; (vi) the Internal Revenue Service; (vii) the United States Attorney for

the District of Delaware; (viii) the United States Department of Justice; (ix) the Pennsylvania

Attorney General’s Office; (x) the Pennsylvania Department of Human Services; (xi) the City of

Philadelphia; and (xii) all parties who have filed a notice of appearance and request for service of

papers pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested, the

Debtors respectfully submit that no further notice is necessary.

No Prior Request

29. No prior application for the relief sought herein has been made by the Debtors to

this or any other Court.


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WHEREFORE, the Debtors respectfully request that this Court enter an order,

substantially in the form of the Bar Date Order attached hereto as Exhibit A: (i) granting the

relief requested herein, and (b) granting the Debtors such other and further relief as is just and

proper.

Dated: March 13, 2020 SAUL EWING ARNSTEIN & LEHR LLP /s/ Monique B. DiSabatino

Mark Minuti (DE Bar No. 2659) Monique B. DiSabatino (DE Bar No. 6027) 1201 N. Market Street, Suite 2300 P.O. Box 1266 Wilmington, DE 19899 Telephone: (302) 421-6800 Fax: (302) 421-5873 [email protected] [email protected] -and- Jeffrey C. Hampton Adam H. Isenberg Melissa A. Martinez Centre Square West 1500 Market Street, 38th Floor Philadelphia, PA 19102 Telephone: (215) 972-7777 Fax: (215) 972-7725 [email protected] [email protected] [email protected] Counsel for Debtors and Debtors-in-Possession


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)))) ) ) ) )

Chapter 11 Case No. 19-11466 (MFW) Jointly Administered Objection Deadline: March 23, 2020 at 4:00 p.m. (EST) Hearing Date: March 30, 2020 at 2:00 p.m. (EST)

NOTICE OF MOTION

PLEASE TAKE NOTICE that on March 13, 2020, the above-captioned debtors and

debtors in possession (collectively, the “Debtors”), by and through their undersigned counsel, filed the Motion of the Debtors for an Order (I) Establishing Deadlines for Filing Proofs of Claim, Including Section 503(b)(9) Claims, and (II) Approving the Form and Manner of Notice Thereof (the “Motion”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

PLEASE TAKE FURTHER NOTICE that objections, if any, to the entry of an order

approving the Motion must be (a) in writing and served on or before March 23, 2020 at 4:00 p.m. (prevailing Eastern Time) (the “Objection Deadline”); (b) filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801; and (c) served as to be received on or before the Objection Deadline by the undersigned attorneys for the Debtors.

PLEASE TAKE FURTHER NOTICE that if any objections to the Motion are filed and cannot be resolved, a hearing on the Motion shall be held before the Honorable Mary F. Walrath, United States Bankruptcy Court for the District of Delaware, at 824 Market Street, 5th Floor, Courtroom #4, Wilmington, DE 19801, on March 30, 2020 at 2:00 p.m. (prevailing Eastern Time).

IF NO OBJECTION OR RESPONSE TO THE MOTION IS TIMELY FILED, SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING.



Case 19-11466-MFW Doc 1471-1 Filed 03/13/20 Page 1 of 2

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Dated: March 13, 2020 SAUL EWING ARNSTEIN & LEHR LLP /s/ Monique B. DiSabatino

Mark Minuti (DE Bar No. 2659) Monique B. DiSabatino (DE Bar No. 6027) 1201 N. Market Street, Suite 2300 P.O. Box 1266 Wilmington, DE 19899 Telephone: (302) 421-6800 Fax: (302) 421-5873 [email protected] [email protected] -and- Jeffrey C. Hampton Adam H. Isenberg Melissa A. Martinez Centre Square West 1500 Market Street, 38th Floor Philadelphia, PA 19102 Telephone: (215) 972-7777 Fax: (215) 972-7725 [email protected] [email protected] [email protected] Counsel for Debtors and Debtors-in-Possession


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EXHIBIT A

Proposed Order


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)))) ) ) )

Chapter 11 Case No. 19-11466 (MFW) Jointly Administered Related to Docket No. __

ORDER (I) ESTABLISHING DEADLINES FOR FILING

PROOFS OF CLAIM, INCLUDING SECTION 503(b)(9) CLAIMS, AND (II) APPROVING THE FORM AND MANNER OF NOTICE THEREOF Upon the Motion of the Debtors for an Order (I) Establishing Deadlines for Filing Proofs

of Claim, Including Section 503(b)(9) Claims, and (II) Approving the Form and Manner of

Notice Thereof (the “Motion”),2 of the above-captioned debtors and debtors-in-possession

(collectively, the “Debtors”); and the Court having reviewed the Motion; and the Court having

found that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334

and the Amended Standing Order of Reference from the United States District Court for the

District of Delaware, dated as of February 29, 2012, (ii) this proceeding is a core proceeding

pursuant to 28 U.S.C. § 157(b), (iii) venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409,

and (iv) notice of the Motion and hearing scheduled with respect to the Motion was appropriate

given the circumstances and no other or further notice being required; and the legal and factual



2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion.


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bases set forth in the Motion and any hearing thereon establishing just cause for the relief granted

herein; and after due deliberation and sufficient cause appearing therefor;

IT IS HEREBY ORDERED THAT:

1. The Motion is GRANTED as set forth herein.

2. Bar Date: May [ ], 2020 at 5:00 p.m. (ET) shall be the deadline for all persons

or entities, including Governmental Units (as such term is defined in section 101(27) of the

Bankruptcy Code), to file proofs of claim based on claims against any Debtor that arose prior to

the Petition Date, including claims for the value of goods sold to any Debtors in the ordinary

course of business and received by such Debtors within twenty (20) days before the Petition Date

(each, a “Section 503(b)(9) Claim”).

3. Amended Schedules Bar Date. If, on or after the date on which the Debtors

serve the Bar Date Notice, any Debtor amends or supplements its Schedules to (i) reduce the

undisputed, noncontingent, and liquidated amount of a claim, (ii) reclassify a scheduled,

undisputed, liquidated, noncontingent claim as disputed, unliquidated, or contingent, or (iii) add

a new claim to the Schedules, the deadline (i.e., the Amended Schedules Bar Date) for the

applicable claimant to file a proof of claim with respect to such amended or new claim shall be

the later of (y) the Bar Date or (z) 5:00 p.m. (ET) on the date that is twenty-one (21) days after

service of a notice on such claimant of the Schedules Amendment; provided, however, that no

such proof of claim need be filed if the claimant has already properly filed a proof of claim in a

form substantially similar to Official Form 410.

4. Rejection Damages Bar Date. Any persons or entities, other than Governmental

Units (as such term is defined in section 101(27) of the Bankruptcy Code), that assert a claim

that arises from the rejection of an executory contract or unexpired lease must file a proof of


3 36555517.5.doc 03/13/2020

claim based on such rejection by the later of (i) the Bar Date or (ii) the date that is thirty (30)

days following service of notice of the effective date of such rejection (unless the order

authorizing such rejection provides otherwise).

5. The Proof of Claim Form, substantially in the form attached hereto as Exhibit 1,

is approved in all respects.

6. The Bar Date Notice, substantially in the form attached hereto as Exhibit 2 and

the Publication Notice, substantially in the form attached hereto as Exhibit 3, are approved in all

respects.

Procedures for Filing a Proof of Claim

7. The following procedures for filing proofs of claim are hereby approved and

adopted in these Chapter 11 Cases:

a) Proofs of claim must substantially conform to the Proof of Claim Form attached hereto as Exhibit 1.

b) Proofs of claim must be actually received by the Debtors’ claims agent, Omni Management Group (“Omni”), on or before the applicable Bar Date, at the following address:

Center City Healthcare, LLC, et. al. Claims Processing

c/o Omni Management Group 5955 DeSoto Ave., Suite 100 Woodland Hills, CA 91367

c) Proofs of claim can also be submitted electronically through Omni’s case

website, at the following web address by clicking on “Submit a Proof of Claim:” www.omniagentsolutions.com/PAHSPOCSubmission.

d) Proofs of claim submitted by facsimile or e-mail will not be accepted, with the exception of proofs of claim submitted through the Debtors’ case website, as described above in ¶ 7(c).

e) Proofs of claim will be deemed timely filed only if an original copy of the signed proof of claim is actually received by Omni at the address set forth above or through electronic submission of the proof of claim through Omni’s website at the web address set above on or before the applicable Bar Date.


4 36555517.5.doc 03/13/2020

f) Proofs of claim must: (i) be in writing and signed by the claimant or, if the

claimant is not an individual, by an authorized agent of the claimant; (ii) include supporting documentation or, if voluminous, a summary of supporting documents and an explanation as to why documentation is not available and identify where such supporting documentation may be obtained; (iii) be in English; and (iv) be denominated in United States currency.

g) Section 503(b)(9) Claims shall be asserted through proofs of claim, and each proof of claim asserting a Section 503(b)(9) Claim must also: (i) include the value of the goods delivered to and received by the applicable Debtor in the twenty (20) days prior to the Petition Date; (ii) attach documentation identifying the particular invoices corresponding to the asserted Section 503(b)(9) Claim; and (iii) attach documentation demonstrating that the goods were received by the Debtors within the 20 days preceding the Petition Date.

h) Each proof of claim must specify by name the Debtor against which the claim is asserted and the corresponding case number, and if the holder asserts a claim against more than one Debtor, a separate proof of claim must be filed against each such Debtor.

If more than one Debtor is listed on the Proof of Claim Form, the

Debtors will treat such claim as filed only against the first listed Debtor.

Any claim filed under the joint administration case number of 19-

11466 that does not identify a specific Debtor against which the claim is asserted shall be deemed as filed only against Center City Healthcare, LLC.

i) Any entity that files a proof of claim by mail and wishes to receive a date-

stamped copy by return mail shall include an additional copy of the proof of claim and a self-addressed postage-paid envelope.

8. With respect to holders of Section 503(b)(9) Claims, the filing of a proof of claim

in accordance with the procedures set forth herein shall be deemed to satisfy the procedural

requirements for the assertion of administrative priority claims under section 503(b)(9) of the

Bankruptcy Code.

9. The following persons or entities are not required to file a proof of claim:

a. any person or entity that has already properly filed a proof of claim with Omni or the Court in a form substantially similar to Official Form 410;


5 36555517.5.doc 03/13/2020

b. any person or entity whose claim is listed on a Debtor’s Schedule D or E/F,

and (i) the claim is not described as “disputed,” “contingent,” or “unliquidated,” (ii) such person or entity agrees with the amount, nature, and priority of the claim set forth in the Schedules, and (iii) such person or entity agrees that the claim is an obligation of the specific Debtor that listed the claim in its Schedules;

c. any person or entity whose claim has been allowed by order of the Court

entered on or before the applicable Bar Date;

d. any person or entity whose claim has been satisfied in full by the Debtors or any other party prior to the applicable Bar Date;

e. any holder of a claim for which the Court has already fixed a specific deadline

to file a proof of claim;

f. an employee of a Debtor if an order of this Court authorized such Debtor to honor the employee’s claim in the ordinary course of business, and the Debtor actually paid such claim, such as a wage, commission or benefit claim; provided however, that an employee must submit a proof of claim by the Bar Date for all other claims, including claims for deferred compensation, wrongful termination, discrimination, harassment, hostile work environment, retaliation, claims covered by the Debtors’ workers’ compensation insurance, or any other litigation or pre-litigation claim;

g. any Debtor having a claim against another Debtor; and

h. any holder of an equity interest in a Debtor need not file a proof of interest

with respect to the ownership of such equity interest at this time; provided, however, that any holder of an equity interest who wishes to assert a claim against a Debtor, including a claim relating to such equity interest or the purchase or sale of such interest, must file a proof of claim asserting such claim on or prior to the Bar Date pursuant to procedures set forth herein.

Effect of Failure to File a Proof of Claim

10. Any holder of a claim against any Debtor who receives notice of the applicable

Bar Date (whether such notice was actually or constructively received) and is required, but fails,

to file a proof of claim, in accordance with the this Order on or before the applicable Bar Date,

shall not be treated as a creditor with respect to such claim for the purposes of voting and

distribution.


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Notice Procedures

11. No later than seven (7) business days after entry of this Order, the Debtors will

cause to be served the Bar Date Notice, in substantially the form attached hereto as Exhibit 2, by

first class U.S. mail, postage prepaid, along with a copy of the Proof of Claim Form, on the

following parties.

i. The Office of the United States Trustee for the District of Delaware;

ii. Counsel to the Committee; iii. Counsel to MidCap Funding IV Trust; iv. All known holders of claims and their counsel (if known) listed on the

Schedules at the addresses stated therein; v. All parties known to the Debtors as having potential claims against the

Debtors’ estates as of the applicable Bar Date and their counsel (if known);

vi. All counterparties to the Debtors’ executory contracts and unexpired

leases listed on the Schedules (including all collective bargaining agreements) at the addresses stated therein (to be amended or supplemented as necessary);

vii. All parties to litigation with any of the Debtors (as of the date of the entry

of this Order) and their counsel (if known); viii. All parties who have requested notice pursuant to Bankruptcy Rule 2002; ix. All persons or entities that have previously filed Applications or proofs of

claim in these Chapter 11 Cases as of the date upon which this Order is entered;

x. The Internal Revenue Service; xi. All other taxing authorities for the jurisdictions in which the Debtors

maintain or conduct business; xii. All known Governmental Units in these Chapter 11 Cases; xiii. All known equity holders of the Debtors as of the Petition Date;


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xiv. All current employees, directors and officers and former employees, directors and officers (to the extent that contact information for a former employee, director or officer is available in the Debtors’ books and records);

xv. All relevant state attorneys general; xvi. All other entities listed on the Debtors’ matrix of creditors; xvii. All former patients of the Debtors; and xviii. Pursuant to Local Rule 2002-1(e), counsel to any of the foregoing, if

known.

12. The Debtors will mail the Bar Date Notice to each of the foregoing parties’ last

known addresses included in their books and records.

13. The Debtors shall publish the Publication Notice no later than twenty-one (21)

days prior to the Bar Date, in the Philadelphia Inquirer and either the Wall Street Journal or

USA Today, national editions, which Publication Notice is hereby approved in all respects and

which is deemed good, adequate and sufficient publication notice of the Bar Dates.

14. Nothing in this Order (i) shall impair, prejudice, waive or otherwise affect the

rights of the Debtors to dispute, or to assert offsets or defenses to, any claim as to amount,

liability, characterization or otherwise, or (ii) shall preclude the Debtors from objecting to any

claim on any grounds.

15. Entry of this Order is without prejudice to the Debtors’ right to seek any other or

further orders of this Court fixing a date by which holders of administrative expense claims must

file or assert such claims against the Debtors.

16. The Debtors are authorized and empowered to take such actions as may be

necessary and appropriate to implement the terms of this Order.


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17. This Court shall retain jurisdiction with respect to all matters relating to the

interpretation or implementation of this Order.


36555517.5.doc 03/13/2020

EXHIBIT 1

Proof of Claim Form


Filed OnClaim Number on court claims registry (if known)

Proof of Claim

From whom?

04/19

Official Form 410

Read the instructions before filling out this form. This form is for making a claim for payment in a bankruptcy case. Do not use this form to

make a request for payment of an administrative expense. Make such a request according to 11 U.S.C. § 503.

Filers must leave out or redact information that is entitled to privacy on this form or on any attached documents. Attach redacted copies of any

documents that support the claim, such as promissory notes, purchase orders, invoices, itemized statements of running accounts, contracts, judgments,

mortgages, and security agreements.

A person who files a fraudulent claim could be fined up to $500,000, imprisoned for up to 5 years, or both. 18 U.S.C. §§ 152, 157, and 3571.

Do not send original documents; they may be destroyed after scanning. If the documents are not available,

explain in an attachment.

Fill in all the information about the claim as of the date the case was filed. That date is on the notice of bankruptcy (Form 309) that you received.

Part 1: Identify the Claim

Name of the current creditor (the person or entity to be paid for this claim)

Other names the creditor used with the debtor

Who is the current creditor?

Has this claim been acquired

from someone else?

No

Yes

Where should notices and

payments to the creditor be

sent?

Federal Rule of Bankruptcy Procedure (FRBP) 2002(g)

4.

3.

1.

2.

Does this claim amend one

already filed?No

Yes

Where should notices to the creditor be sent? Where should payments to the creditor be sent? (if

different)

Name

Number Street

City State ZIP Code

Contact Phone

Contact email

Contact Phone

Contact email

Uniform claim identifier for electronic payments in chapter 13 (if you use one)

MM / DD / YYYY

5. Do you know if anyone else

has filed a proof of claim for

this claim? Who made the earlier filing?

No

Yes

Name

Number Street

City State ZIP Code

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

Fill in the information to identify the case (Select only one Debtor per form):

Center City Healthcare, LLC Case No 19-11466

St. Christopher’s Healthcare, LLC Case No 19-11468

Philadelphia Academic Health System, LLC Case No 19-11467

Philadelphia Academic Medical Associates, LLC Case No 19-11469

SCHC Pediatric Associates, L.L.C. Case No 19-11471

HPS of PA, L.L.C. Case No 19-11470

St. Christopher’s Pediatric Urgent Care Center, L.L.C. Case No 19-11472

SCHC Pediatric Anesthesia Associates, L.L.C. Case No 19-11473

TPS of PA, L.L.C. Case No 19-11475

StChris Care at Northeast Pediatrics, L.L.C. Case No 19-11474

TPS II of PA, L.L.C. Case No 19-11476

TPS IV of PA, L.L.L. Case No 19-11478

TPS III of PA, L.L.C. Case No 19-11477

TPS V of PA, L.L.C. Case No 19-11479

Official Form 410 Proof of Claim Page 1


Nature of property:

Real Estate

Other

Motor Vehicle

Value of Property: $

Amount of the claim that is unsecured: $

$Amount of the claim that is secured:

Describe:

Annual Interest Rate: ____________%

Basis for perfection:

$

Amount necessary to cure any default as of the date of the petition:

6. Do you have any number you

use to identify the debtor?

Give Information About the Claim as of the Date the Case Was FiledPart 2:

Last 4 digits of the debtor's account or any number you use to identify the debtor:

No

Yes

7. How much is the claim?

Attach statement itemizing interest, fees, expenses, or other charges required by Bankruptcy Rule 3001(c)(2)(A).

No

Yes

Does this amount include interest or other charges?

8. What is the basis of the

claim?

Examples: Goods sold, money loaned, lease, services performed, personal injury or wrongful death, or credit card.

Attach redacted copies of any documents supporting the claim required by Bankruptcy Rule 3001(c).

Limit disclosing information that is entitled to privacy, such as health care information

9. Is all or part of the claim

secured?No

Yes The claim is secured by a lien on property

If the claim is secured by the debtor's principal residence, file a

(Official Form 410-A) with this

Mortgage Proof of Claim

Attachment Proof of Claim

Attach redacted copies of documents, if any, that show evidence of perfection of a security interest (for example,

a mortgage, lien, certificate of title, financing statement, or other document that shows the lien has been filed or

recorded.

$

(when case was filed)

10. Is this claim based on a

lease?

No

Yes Amount necessary to cure any default as of the date of the petition.

11. Is this claim subject to a

right of setoff?

No

Yes Identify the property:

(The sum of the secured and unsecured amounts should match the amount in line 7).

Fixed

Variable

$

12. Is this claim for the value

of goods received by the

debtor within 20 days

before the

commencement of this

case (11 U.S.C.

§503(b)(9)).?

No

Yes Amount of 503(b)(9) Claim: $



Is all or part of the claim

entitled to priority under

11 U.S.C. § 507(a)?

13.

Check all that apply

No

Yes

Domestic support obligations (including alimony and child support) under 11 U.S.C. § 507(a)(1)(A) or (a)(1)(B).

Part 3:

Up to $3,025* of deposits toward purchase, lease, or rental of property or services for personal, family, or household use. 11 U.S.C. § 507(a)(7).

Wages, salaries, or commissions (up to $13,650*) earned within 180 days before the bankruptcy petition is filed or the debtor's business ends, whichever is earlier. 11 U.S.C. § 507(a)(4).

Taxes or penalties owed to governmental units. 11 U.S.C. § 507(a)(8).

Contributions to an employee benefit plan 11 U.S.C. § 507(a)(5).

$

$

$

$

$

Other. Specify subsection of 11 U.S.C. § 507(a)(___) that applies. $

Amount entitled to priority

* Amounts are subject to adjustment on 4/01/22 and every 3 years after that for cases begun on or after the date of adjustment.

Sign Below

A claim may be partly priority and partly nonpriority. For example, in some categories, the law limits the amount entitled to priority.

The person completing

this proof of claim must

sign and date it.

If you file this claim electronically, FRBP 5005(a)(2) authorizes courts to establish local rules specifying what a signature is.

A person who files a

fraudulent claim could be

fined up to $500,000,

imprisoned for up to 5

years, or both.

18 U.S.C. §§ 152, 157, and

3571.

I am the creditor.

Check the appropriate box:

I am the creditor's attorney or authorized agent.

I am the trustee, or the debtor, or their authorized agent. Bankruptcy Rule 3004.

I am the guarantor, surety, endorser, or other codebtor. Bankruptcy Rule 3005.

I understand that an authorized signature on this

amount of the claim, the creditor gave the debtor credit for any payments received toward the debt.

Proof of Claim serves as an acknowlegment that when calculating the

I declare under penalty of perjury that the foregoing is true and correct.

I have examined the information in this Proof of Claim and have a reasonable belief that the information is true

and correct.

Executed on date

MM / DD / YYYY

Signature

Print the name of the person who is completing and signing this claim:

Name

First Name Middle Name Last Name

Title

Company

Identify the corporate servicer as the company if the authorized agent is a servicer.

Address

Contact Phone Email

Number Street

City State ZIP Code

FRBP 9011(b).



36555517.5.doc 03/13/2020

EXHIBIT 2

Bar Date Notice


36555517.5.doc 03/13/2020



)))) ) ) )

Chapter 11 Case No. 19-11466 (MFW) Jointly Administered

NOTICE OF DEADLINE FOR FILING PROOFS OF CLAIM,

INCLUDING SECTION 503(b)(9) CLAIMS

PLEASE TAKE NOTICE that on June 30 and July 1, 2019 (collectively, the “Petition Date”), Center City Healthcare, LLC, Philadelphia Academic Health System, LLC, St. Christopher’s Healthcare, LLC, Philadelphia Academic Medical Associates, LLC, HPS of PA, L.L.C., SCHC Pediatric Associates, L.L.C., St. Christopher’s Pediatric Urgent Care Center, L.L.C., SCHC Pediatric Anesthesia Associates, L.L.C., StChris Care at Northeast Pediatrics, L.L.C., TPS of PA, L.L.C., TPS II of PA, L.L.C., TPS III of PA, L.L.C., TPS IV of PA, L.L.C., and TPS V of PA, L.L.C. (together, the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101 – 1532 (the “Bankruptcy Code”).

PLEASE TAKE FURTHER NOTICE that on March 12, 2020, the Debtors filed the Motion of the Debtors for an Order (I) Establishing Deadlines for Filing Proofs of Claim, Including Section 503(b)(9) Claims, and (II) Approving the Form and Manner of Notice Thereof (the “Motion”).2

PLEASE TAKE FURTHER NOTICE that, on March [●], 2020, the United States

Bankruptcy Court for the District of Delaware (the “Court”), having jurisdiction over the Debtors’ chapter 11 cases, entered an order (the “Bar Date Order”) establishing:

Bar Date: May [ ], 2020 at 5:00 p.m. (ET) as the deadline for all persons or entities, including Governmental Units (as such term is defined in section 101(27) of the Bankruptcy Code), to file proofs of claim based on claims against any Debtor that arose prior to the Petition Date, including claims for the value of goods sold to any Debtor in



2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion.


2 36555517.5.doc 03/13/2020

the ordinary course of business and received by such Debtor within twenty (20) days before the Petition Date (each, a “Section 503(b)(9) Claim”).

Rejection Damages Bar Date: Any persons or entities, other than Governmental Units (as such term is defined in section 101(27) of the Bankruptcy Code), that assert a claim that arises from the rejection of an executory contract or unexpired lease must file a proof of claim based on such rejection by the later of (i) the Bar Date, or (ii) the date that is thirty (30) days following service of notice of the effective date of such rejection (unless the order authorizing such rejection provides otherwise).

A CLAIMANT SHOULD CONSULT AN ATTORNEY IF THE CLAIMANT HAS ANY

QUESTIONS, INCLUDING WHETHER TO FILE A PROOF OF CLAIM.

If you have any questions with respect to this notice, you may contact the Debtors’ claims agent, Omni Management Group (“Omni”) at (866) 662-2281, or by email at [email protected]. Please note that Omni is not permitted to give you legal advice. Omni cannot advise you how to file, or whether you should file, a Proof of Claim Form.

--PROCEDURES FOR SUBMITTING PROOFS OF CLAIM-- 1. WHO MUST FILE A PROOF OF CLAIM

You MUST file a Proof of Claim if you have a claim that arose prior to the Petition Date and it is not a claim described in Section 2 below. Acts or omissions of the Debtors that arose prior to the Petition Date may give rise to claims against the Debtors that must be filed by the applicable Bar Dates, notwithstanding that such claims may not have matured or become fixed or liquidated as of the Petition Date.

Under section 101(5) of the Bankruptcy Code and as used herein, the word “claim” means: (a) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; or (b) a right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured.

2. WHO NEED NOT FILE A PROOF OF CLAIM

The following persons or entities are NOT required to file a proof of claim in accordance with the procedures set forth herein:

a) any person or entity that has already properly filed a proof of claim with Omni or the Court in a form substantially similar to Official Form 410;

Creditors are encouraged to confirm that their claim is recorded as intended on the claims register by either reviewing


3 36555517.5.doc 03/13/2020

https://omnimgt.com/centercityhealthcare or by contacting the Center City Healthcare, LLC, et. al. Claims Processing Center at (866) 662-2281.

b) any person or entity whose claim is listed on a Debtor’s Schedule D or E/F, and (i) the claim is not described as “disputed,” “contingent,” or “unliquidated,” (ii) such person or entity agrees with the amount, nature, and priority of the claim set forth in the Schedules, and (iii) such person or entity agrees that the claim is an obligation of the specific Debtor that listed the claim in its Schedules;

c) any person or entity whose claim has been allowed by order of the Court entered

on or before the applicable Bar Date;

d) any person or entity whose claim has been satisfied in full by the Debtors or any other party prior to the applicable Bar Date;

e) any holder of a claim for which the Court has already fixed a specific deadline to

file a proof of claim;

f) an employee of a Debtor if an order of this Court authorized such Debtor to honor the employee’s claim in the ordinary course of business, and the Debtor actually paid such claim, such as a wage, commission or benefit claim; provided however, that an employee must submit a proof of claim by the Bar Date for all other claims, including claims for deferred compensation, wrongful termination, discrimination, harassment, hostile work environment, retaliation, claims covered by the Debtors’ workers’ compensation insurance, or any other litigation or pre-litigation claim;

g) any Debtor having a claim against another Debtor; and

h) any holder of an equity interest in a Debtor need not file a proof of interest with

respect to the ownership of such equity interest at this time; provided, however, that any holder of an equity interest who wishes to assert a claim against a Debtor, including a claim relating to such equity interest or the purchase or sale of such interest, must file a proof of claim asserting such claim on or prior to the Bar Date pursuant to procedures set forth herein.

3. CLAIMS ARISING UNDER EXECUTORY CONTRACTS AND UNEXPIRED

LEASES If you are a party to an executory contract or unexpired lease with a Debtor and assert a claim for amounts accrued pursuant to such executory contract or unexpired lease and unpaid as of the Petition Date, you must file a proof of claim for such amounts on or before the applicable Bar Date, unless an exception in Section 2 otherwise applies.


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If, in addition, you hold a claim that arises from the rejection of an executory contract or unexpired lease, you must file a proof of claim based on such rejection on or before the Rejection Damages Bar Date. 4. WHEN AND WHERE TO FILE A PROOF OF CLAIM All proofs of claim must be filed so as to be received on or before the applicable Bar Date at the following address:

Center City Healthcare, LLC, et. al. Claims Processing c/o Omni Management Group 5955 DeSoto Ave., Suite 100 Woodland Hills, CA 91367

Proofs of claim can also be submitted electronically through Omni’s website, at the

following web address, www.omniagentsolutions.com/PAHSPOCSubmission, and by clicking on “Submit a Proof of Claim.”

Proofs of claim will be deemed timely filed only if actually received by the Omni Claims Processing Center on or before the applicable Bar Date. Proofs of claim may not be delivered by facsimile, telecopy, or electronic mail transmission, with the exception of proofs of claim submitted through the Omni case website, as described above. 5. HOW TO FILE A PROOF OF CLAIM Enclosed herewith is a copy of Official Form 410. Additional copies of Official Form 410 may be obtained at www.omniagentsolutions.com/PAHSPOCSubmission. The enclosed Proof of Claim Form may already contain information (based on the Debtors’ records) including your name, address and the appropriate Debtor. If you believe the information is incorrect, you may cross out that information and write in the correct information prior to submitting the Proof of Claim Form. If you file a proof of claim, your filed Proof of Claim Form must (i) be in writing and signed by the claimant or, if the claimant is not an individual, by an authorized agent of the claimant; (ii) include supporting documentation or, if voluminous, a summary of supporting documents and an explanation as to why documentation is not available and identify where such supporting documentation may be obtained; (iii) be in English; (iv) be denominated in United States currency; and (v) conform substantially with Official Form 410.

Each proof of claim asserting a Section 503(b)(9) Claim must also: (i) include the value of the goods delivered to and received by the applicable Debtor in the twenty (20) days prior to the Petition Date; (ii) attach documentation identifying the particular invoices corresponding to the asserted Section 503(b)(9) Claim; and (iii) attach documentation demonstrating that the goods were received by the Debtors within the 20 days preceding the Petition Date.


5 36555517.5.doc 03/13/2020

Each Proof of Claim Form must specify the name of the Debtor against which the claim is asserted. Any holder of a claim against more than one Debtor must file a separate proof of claim against each Debtor, and all holders of claims must identify on their proof of claim the specific Debtor against which such claim is asserted and the case number of that Debtor’s bankruptcy case. The Debtors’ names and case numbers can be found at the top of the first page of the Proof of Claim Form.

Notably, if more than one Debtor is listed on a Proof of Claim Form, the Debtors will treat such claim as being filed only against the first listed Debtor. In addition, any claim filed under the joint administration case number (No. 19-11466) that does not identify a specific Debtor against which the claim is asserted shall be deemed as filed only against Center City Healthcare, LLC. If you file a proof of claim and wish to receive a file-stamped receipt copy by return mail, you must include with your Proof of Claim Form an additional copy of your Proof of Claim Form and a self-addressed, postage-paid envelope. 6. THE DEBTORS’ SCHEDULES AND ACCESS THERETO You may be listed in the Schedules as the holder of a claim against the Debtors. Interested parties may examine copies of the Schedules, the Bar Date Order and other filings in these cases free of charge at https://omnimgt.com/centercityhealthcare or on the Court’s electronic docket for a fee at http://ecf.deb.uscourts.gov (a PACER login and password are required and can be obtained through the PACER Service Center at http://pacer.psc.uscourts.gov). Alternatively, you may request that a copy of the Schedules be mailed to you by contacting the Debtors’ claims agent, Omni, at (866) 662-2281, or by email at [email protected]. If you rely on the Debtors’ Schedules, it is your responsibility to determine that your claim is accurately listed in the Schedules. As set forth above, if you agree with the nature, amount, and status of your claim as listed in the Debtors’ Schedules, and if you do not dispute that your claim is only against the Debtor specified, and if your claim is not described as “disputed,” “contingent,” or “unliquidated,” you need not file a proof of claim. Otherwise, if you decide to file a proof of claim, you must do so before the applicable Bar Date, in accordance with the procedures set forth in this notice. In the event the Debtors file an amendment (a “Schedules Amendment”) to any of their Schedules and such Schedules Amendment (i) reduces the undisputed, noncontingent, and liquidated amount of a claim, (ii) reclassifies a scheduled, undisputed, liquidated, noncontingent claim as disputed, unliquidated, or contingent, or (iii) adds a new claim to the Schedules described as “disputed,” “contingent” or “unliquidated,” the deadline for each applicable claimant to file a proof of claim with respect to such amended or new claim shall be the later of (y) the Bar Date or (z) 5:00 p.m. (ET) on the date that is twenty-one (21) days after service of a notice on such claimant of the Schedules Amendment (the “Amended Schedules Bar Date”);


6 36555517.5.doc 03/13/2020

provided, however, that no such proof of claim need be filed if the claimant has already properly filed a proof of claim in a form substantially similar to Official Form 410.

CONSEQUENCES OF FAILURE TO FILE A PROOF OF CLAIM BY THE APPLICABLE BAR DATE

Absent further order of the Court to the contrary, except with respect to the

excluded claims described above, any holder of a claim against any Debtor who receives notice of the applicable Bar Date (whether such notice was actually or constructively received) and is required, but fails, to file a proof of claim, as applicable, in accordance with the Bar Date Order on or before the applicable Bar Date shall not be treated as a creditor with respect to such claim for the purposes of voting and distribution.

[remainder of page left intentionally blank]


7 36555517.5.doc 03/13/2020

RESERVATION OF RIGHTS The Debtors reserve the right to dispute, or to assert offsets or defenses against, any claim

and nothing contained in the Bar Date Order or this notice shall preclude the Debtors from objecting to any filed claim on any grounds.

YOU SHOULD NOT FILE A PROOF OF CLAIM IF YOU DO NOT HAVE A

CLAIM AGAINST ANY OF THE DEBTORS. THE FACT THAT YOU HAVE RECEIVED THIS NOTICE DOES NOT MEAN THAT YOU HAVE A CLAIM OR THAT THE DEBTORS OR THE COURT BELIEVE THAT YOU HAVE A CLAIM.

Dated: March __, 2020 SAUL EWING ARNSTEIN & LEHR LLP __________________________________

Mark Minuti (DE Bar No. 2659) Monique B. DiSabatino (DE Bar No. 6027) 1201 N. Market Street, Suite 2300 P.O. Box 1266 Wilmington, DE 19899 Telephone: (302) 421-6800 Fax: (302) 421-5873 [email protected] [email protected] -and- Jeffrey C. Hampton Adam H. Isenberg Melissa A. Martinez Centre Square West 1500 Market Street, 38th Floor Philadelphia, PA 19102 Telephone: (215) 972-7777 Fax: (215) 972-7725 [email protected] [email protected] [email protected]

Counsel for Debtors and Debtors-in-Possession


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EXHIBIT 3

Publication Notice


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)))) ) ) )

Chapter 11 Case No. 19-11466 (MFW) Jointly Administered

NOTICE OF DEADLINE FOR FILING PROOFS OF CLAIM,

INCLUDING SECTION 503(b)(9) CLAIMS

PLEASE TAKE NOTICE that on June 30, 2019 and July 1, 2019 (the “Petition Date”), Center City Healthcare, LLC d/b/a Hahnemann University Hospital, Philadelphia Academic Health System, LLC, St. Christopher’s Healthcare, LLC, Philadelphia Academic Medical Associates, LLC, HPS of PA, L.L.C., SCHC Pediatric Associates, L.L.C., St. Christopher’s Pediatric Urgent Care Center, L.L.C., SCHC Pediatric Anesthesia Associates, L.L.C., StChris Care at Northeast Pediatrics, L.L.C., TPS of PA, L.L.C., TPS II of PA, L.L.C., TPS III of PA, L.L.C., TPS IV of PA, L.L.C., and TPS V of PA, L.L.C. (together, the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101 – 1532 (the “Bankruptcy Code”).

PLEASE TAKE FURTHER NOTICE that, on March [●], 2020, the United States

Bankruptcy Court for the District of Delaware (the “Court”), having jurisdiction over the Debtors’ chapter 11 cases, entered an order (the “Bar Date Order”)2 establishing:

Bar Date: May [ ], 2020 at 5:00 p.m. (ET) as the deadline for all persons or entities, including Governmental Units (as such term is defined in section 101(27) of the Bankruptcy Code), to file proofs of claim based on claims against any Debtor that arose prior to the Petition Date, including claims for the value of goods sold to any Debtor in the ordinary course of business and received by such Debtor within twenty (20) days before the Petition Date (each, a “Section 503(b)(9) Claim”).

Rejection Damages Bar Date: Any persons or entities, other than Governmental Units (as such term is defined in section 101(27) of the Bankruptcy Code), that assert a claim



2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Bar Date Order.


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that arises from the rejection of an executory contract or unexpired lease must file a proof of claim based on such rejection by the later of (i) the Bar Date or (ii) the date that is thirty (30) days following service of notice of the effective date of such rejection (unless the order authorizing such rejection provides otherwise).

A claimant should consult an attorney if the claimant has any questions. For more

detailed information regarding who must file a proof of claim and the specific requirements regarding the filing of a proof of claim, or to obtain a Proof of Claim Form, you may (i) contact the Debtors’ claims agent, Omni Management Group (“Omni”), by telephone at (866) 662-2281, or by email at [email protected], (ii) contact the Debtors’ attorneys, Saul Ewing Arnstein & Lehr LLP, Attn: Monique B. DiSabatino, Esq., by email ([email protected]) or telephone (302) 421-6800, or (iii) visit the case website maintained by Omni at https://omnimgt.com/centercityhealthcare. Please note that Omni is not permitted to give you legal advice. Omni cannot advise you how to file, or whether you should file, a proof of claim.

Interested parties may examine copies of the Schedules, the Bar Date Order and other

filings in these cases free of charge at https://omnimgt.com/centercityhealthcare or on the Court’s electronic docket for a fee at http://ecf.deb.uscourts.gov (a PACER login and password are required and can be obtained through the PACER Service Center at http://pacer.psc.uscourts.gov).


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