UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 3)
Quorum Health Corporation
(Name of Issuer)
Common Stock, Par Value $0.0001
(Title of Class of Securities)
74909E106
(CUSIP Number)
Shulamit Leviant, Esq.
Davidson Kempner Capital Management LP
520 Madison Avenue, 30th Floor
New York, NY 10022
(212)446-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 13, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of§§240.13d-1(e),240.13d-1(f) or240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See§240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Securities Exchange Act”) or otherwise subject to the liabilities of that section of the Securities Exchange Act but shall be subject to all other provisions of the Securities Exchange Act (however, see the Notes).
CUSIP No. 74909E106
| (1) | Name of reporting person
M. H. Davidson & Co. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
OO (see Item 3) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
New York | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power:
0 | ||||
| (8) | Shared voting power:
24,367 | |||||
| (9) | Sole dispositive power:
0 | |||||
| (10) | Shared dispositive power:
24,367 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person:
24,367 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
0.07% | |||||
| (14) | Type of reporting person (see instructions):
PN | |||||
CUSIP No. 74909E106
| (1) | Name of reporting person
Davidson Kempner Partners | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
OO (see Item 3) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
New York | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power:
0 | ||||
| (8) | Shared voting power:
149,171 | |||||
| (9) | Sole dispositive power:
0 | |||||
| (10) | Shared dispositive power:
149,171 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person:
149,171 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
0.46% | |||||
| (14) | Type of reporting person (see instructions):
PN | |||||
CUSIP No. 74909E106
| (1) | Name of reporting person
Davidson Kempner Institutional Partners, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
OO (see Item 3) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power:
0 | ||||
| (8) | Shared voting power:
328,354 | |||||
| (9) | Sole dispositive power:
0 | |||||
| (10) | Shared dispositive power:
328,354 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person:
328,354 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
1.01% | |||||
| (14) | Type of reporting person (see instructions):
PN | |||||
CUSIP No. 74909E106
| (1) | Name of reporting person
Davidson Kempner International, Ltd. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
OO (see Item 3) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
British Virgin Islands | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power:
0 | ||||
| (8) | Shared voting power:
359,257 | |||||
| (9) | Sole dispositive power:
0 | |||||
| (10) | Shared dispositive power:
359,257 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person:
359,257 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
1.1% | |||||
| (14) | Type of reporting person (see instructions):
CO | |||||
CUSIP No. 74909E106
| (1) | Name of reporting person
Davidson Kempner Distressed Opportunities Fund LP | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
OO (see Item 3) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power:
0 | ||||
| (8) | Shared voting power:
782,997 | |||||
| (9) | Sole dispositive power:
0 | |||||
| (10) | Shared dispositive power:
782,997 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person:
782,997 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
2.4% | |||||
| (14) | Type of reporting person (see instructions):
PN | |||||
CUSIP No. 74909E106
| (1) | Name of reporting person
Davidson Kempner Distressed Opportunities International Ltd. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
OO (see Item 3) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
Cayman Islands | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power:
0 | ||||
| (8) | Shared voting power:
1,327,380 | |||||
| (9) | Sole dispositive power:
0 | |||||
| (10) | Shared dispositive power:
1,327,380 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person:
1,327,380 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
4.06% | |||||
| (14) | Type of reporting person (see instructions):
CO | |||||
CUSIP No. 74909E106
| (1) | Name of reporting person
Davidson Kempner Capital Management LP | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
AF (see Item 3) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power:
0 | ||||
| (8) | Shared voting power:
2,971,526 | |||||
| (9) | Sole dispositive power:
0 | |||||
| (10) | Shared dispositive power:
2,971,526 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person:
2,971,526 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
9.1% | |||||
| (14) | Type of reporting person (see instructions):
PN | |||||
CUSIP No. 74909E106
| (1) | Name of reporting person
Anthony A. Yoseloff | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
AF (see Item 3) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
United States | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power:
0 | ||||
| (8) | Shared voting power:
2,971,526 | |||||
| (9) | Sole dispositive power:
0 | |||||
| (10) | Shared dispositive power:
2,971,526 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person:
2,971,526 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
9.1% | |||||
| (14) | Type of reporting person (see instructions):
IN | |||||
Explanatory Note
This Amendment No. 3 to the Schedule 13D (this “Amendment No. 3”) filed by the Reporting Persons relates to the continuation of discussions between the Reporting Persons and Quorum Health Corporation, a Delaware corporation (the “Issuer”) since the date of the Schedule 13D filed on April 11, 2019, as amended by Amendment No. 1 filed on February 5, 2020 and Amendment No. 2 filed on April 10, 2020, with respect to the Common Stock of the Issuer (the “Schedule 13D Filing”). This Amendment No. 3 amends and supplements the Schedule 13D Filing. Except as otherwise specified in this Amendment No. 3, all previous Items are unchanged. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings as are ascribed to such terms in the Schedule 13D Filing.
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented as follows:
As described by the Issuer in its Current Report on Form 8-K dated April 13, 2020 (the “Second Issuer 8-K”), the Issuer, certain of the Consenting Stakeholders, as lenders, including certain affiliates of DKCM, and the other parties thereto, entered into a Superpriority Secured Debtor-in-Possession Credit Agreement, dated April 10, 2020 (the “DIP Credit Agreement”) to provide the Issuer debtor-in-possession financing for working capital and other purposes. In connection with the Chapter 11 Cases, the Bankruptcy Court approved the DIP Credit Agreement on April 9, 2020, on an interim basis. Material terms of the DIP Credit Agreement are described in the Second Issuer 8-K.
The foregoing description of the DIP Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the agreement, filed as Exhibit 99.3 hereto, and is incorporated herein by reference.
Item 6. Agreements
Item 6 is hereby amended and supplemented as follows:
The information set forth in Item 4 above is incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
Item 7 is hereby amended and supplemented as follows:
| Exhibit 99.3 | Debtor-in-Possession Credit Agreement, dated April 10, 2020, by and among the Issuer and certain of the Consenting Stakeholders, incorporated herein by reference to Exhibit 10.1 to the Second Issuer8-K. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated as of April 13, 2020
| By: | /s/ Anthony A. Yoseloff | |
| Name: | ANTHONY A. YOSELOFF,(i) individually, (ii) as Executive Managing Member of: (a) Davidson Kempner Capital Management LP, (x) for itself and (y) as Investment Manager of Davidson Kempner International, Ltd., (b) M.H. Davidson & Co. GP, L.L.C., as General Partner of M.H. Davidson & Co., (c) MHD Management Co. GP, L.L.C., as General Partner of MHD Management Co. as General Partner of Davidson Kempner Partners, (d) DK Group LLC, as General Partner of Davidson Kempner Distressed Opportunities Fund LP and (e) DK Stillwater GP LLC, as General Partner of DK Management Partners LP, as Investment Manager of Davidson Kempner Distressed Opportunities International Ltd., and (iii) as Director of Davidson Kempner Advisers Inc. as General Partner of Davidson Kempner Institutional Partners, L.P. |
