It appears that The Villages Health has been sold It appears that The Villages Health has been sold - Talk of The Villages Florida

It appears that The Villages Health has been sold

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  #1  
Old 09-09-2025, 06:35 PM
Rainger99 Rainger99 is offline
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Default It appears that The Villages Health has been sold

The document is 139 pages.

Perhaps a lawyer can summarize it and explain the ramifications?

https://cases.stretto.com/public/x45...0000000349.pdf

This is the AI summary of the order.
Summary of the legal document:

• The order approves the sale of substantially all assets of The Villages Health System, LLC (the Debtor) to CenterWell Senior Primary Care (FL), Inc. (the Buyer) pursuant to sections 363 and 365 of the Bankruptcy Code.

• Key aspects of the approved sale:

Sale is free and clear of all liens, claims, encumbrances and interests
Includes assumption and assignment of executory contracts and unexpired leases
Buyer designated as the Successful Bidder after competitive auction process
Purchase price represents highest and best offer for the assets
Sale conducted in good faith and at arms-length
• Key findings by the Court:

Sale process was fair, open and compliant with Bid Procedures
Buyer is good faith purchaser entitled to protections under section 363(m)
Adequate notice provided to all interested parties
Sale is in best interests of Debtor's estate and creditors
Transfer of assets free and clear of claims is appropriate under section 363(f)
• Notable provisions:

Buyer not assuming liabilities except as expressly provided
Healthcare Program Claims excluded from assumed liabilities
Court retains jurisdiction to enforce order
Order effective immediately upon entry
Includes procedures for assumption/assignment of contracts
• The order includes detailed provisions protecting the Buyer from successor liability while preserving certain rights of governmental authorities and healthcare programs to pursue claims unrelated to the asset purchase.

This order represents the final approval of the sale transaction and provides the legal framework for closing the sale and transferring the assets to the Buyer.
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Old 09-09-2025, 07:22 PM
BrianL99 BrianL99 is offline
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Generally, Bankruptcy sales are "asset sales", not the sale of a corporation. I'm far from an expert on Bankruptcy, but every business we've bought out of bankruptcy, were asset sales.

...

It seems if the proposed sale were to transform into an asset sale, a lot of the issues go away. The liabilities don't attach to the sale and the proceeds are held by the Bankruptcy Judge, to be used as he determines.

As TV Health apparently has limited assets (essentially, only its patient base), it seems this would be a logical way to go.

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Originally Posted by Rainger99 View Post
The document is 139 pages.


The order approves the sale of substantially all assets of The Villages Health System, LLC (the Debtor) to CenterWell Senior Primary Care (FL), Inc. (the Buyer) pursuant to sections 363 and 365 of the Bankruptcy Code.

• Key aspects of the approved sale:

Sale is free and clear of all liens, claims, encumbrances and interests
...
Purchase price represents highest and best offer for the assets
Sale conducted in good faith and at arms-length

• Key findings by the Court:
..
Transfer of assets free and clear of claims is appropriate under section 363(f)

• Notable provisions:

Buyer not assuming liabilities except as expressly provided
Healthcare Program Claims excluded from assumed liabilities



• The order includes detailed provisions protecting the Buyer from successor liability while preserving certain rights of governmental authorities and healthcare programs to pursue claims unrelated to the asset purchase.

This order represents the final approval of the sale transaction and provides the legal framework for closing the sale and transferring the assets to the Buyer.
Simple and typical Bankruptcy.

Asset sale.
Assume no liabilities.
Assume leases & contracts (assets).
Assume customer base, good name & reputation, including all intellectual property, trademarks, etc. (all assets).

Court holds the money for disbursal. Secured creditors get paid. Government is next in line. No personal liability, unless there was some sort of fraud that can be proven.

Seems like the best possible outcome for patients and employees and perhaps for the principals. It remains to be seen how that gets solved. Seems like Bob Trinh is out of a job, but he'll get another one.
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Last edited by BrianL99; 09-09-2025 at 07:40 PM.
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Old 09-09-2025, 07:31 PM
Altavia Altavia is offline
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Posted on FB.

. . .

September 9, 2025

Dear Valued Patient,

Today the Bankruptcy Court approved CenterWell Senior Primary Care, the healthcare business services of Humana Inc., as the buyer for TVH's assets. The transaction is not formally closed yet, and we are committed to providing you timely updates. Please be assured that there will be no changes to your care or lapse in coverage during this transition. You will continue to experience the same services you have come to know and expect from our teams.

We believe the sale to CenterWell will continue our mission of providing high-quality healthcare to our community through a national healthcare services organization that has the resources and expertise to enhance patient care. As we previously shared, CenterWell's care model aligns closely to ours, and we anticipate this will be a seamless transition.

I also want to reiterate that you are expected to have continued access to your current health insurance provider following the closing of the transaction. CenterWell is payor-agnostic, which means you are not required to have a Humana health plan. You can also expect your individual patient care to remain the same.
We are extremely grateful for your patience throughout this process. TVH has always been committed to providing you with high-quality patient care, and we are confident CenterWell will continue to serve this community in the same manner.
Please note that although the transaction has been approved, the sale is not yet closed.

This will be an ongoing process and we will be sure to keep you informed during this transition.

On behalf of everyone at The Villages Health, we thank you for entrusting your care with uS.

Sincerely,

Bob Trinh
Chief Executive Officer
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Old 09-09-2025, 07:38 PM
Rainger99 Rainger99 is offline
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Originally Posted by BrianL99 View Post
Simple and typical Bankruptcy.

Asset sale.

Assume no liabilities.

Assume leases & contracts (assets).

Assume customer base, good name & reputation, including all intellectual property, trademarks, etc. (all assets).
Does anyone know if TVH owes any money to Medicare? Or to anyone else? Or has that all been canceled? If not, does anyone know what the next step is for Medicare, UHC, Florida Blue, and other creditors?
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Old 09-09-2025, 07:52 PM
BrianL99 BrianL99 is offline
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Does anyone know if TVH owes any money to Medicare? Or to anyone else? Or has that all been canceled? If not, does anyone know what the next step is for Medicare, UHC, Florida Blue, and other creditors?
Everyone stands in line, behind secure creditors. I have no idea who they are, but I'm sure they're listed on the BK filing.

Every one gets in line behind the secured creditors and the Government stands at the head of that line (in most instances).

I doubt fines or penalties (if imposed for any reason) get the same priority as "claw back", but I'm not sure.

The guys who delivered the coffee & donuts won't get paid. Miscellaneous suppliers, like disposables, stationary, trash can liners ... probably won't get paid a dime.

Medicare, UHC & Florida Blue are likely unsecured creditors. The stand in line.

I think we have a ways to go, before anyone has a clue where the proceeds of the sale are going to go. The judge will likely slow down disbursement to anyone he can put off, to see which way the wind in blowing with Medicare. Medicare also may be able to intervene in this case.

*I'm not a lawyer. I have a reasonable amount of experience with bankruptcies and asset sales, but there's plenty I don't know.*
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  #6  
Old 09-10-2025, 08:20 AM
OrangeBlossomBaby OrangeBlossomBaby is offline
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The sale has been approved by the court, but it hasn't been closed on yet. Nothing will happen until then.
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Old 09-10-2025, 08:21 AM
spinner1001 spinner1001 is offline
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All of this is general —

Conceptually, the sales proceeds ($50 million+/- ?) go into an escrowed bank account supervised by the bankruptcy court. The bankruptcy code prescribes the order of disbursements of these funds. This process will likely take months to resolve itself. A disbursement plan will be proposed to the court and approved or modified by the judge before actual payments.

First, disbursements go to certain bankruptcy administrative expenses defined in the bankruptcy code. Then to secured claims in priority of each claimant’s status (e..g., senior liens on leased equipment). Then to priority unsecured claimants. Then to general unsecured claimants in their proportionate share of total general unsecured claimants. Then to the bankrupt entity’s owners. This hierarchy is in the bankruptcy code (statute).

Any IRS tax liens that have been filed are secured claims.

I don’t believe any government claims for billing overpayments under the False Claims Act get any priority.

I have always thought that CMS first goes after the MA plan insurers for government overpayments because those insurers actually file the claims with CMS and directly receive government MA payments. (The MA plans pay TVH under their contract terms.) I guess the MA contracts between the MA plans and TVH have clauses sort of like indemnification for TVH billing errors giving the MA plans the right to seek recovery from TVH for government assessments against the MA plan.

The federal government might seek direct payment from TVH under the False Claims Act. If I am right, the government has a claim for overpayments against the MA plan insurers under their MA arrangement and also against TVH causing the overbilling to the government under the FCA.

I guess the MA plans will settle (outside the courts) with CMS and make payments for overbilling. In theory, the government cannot collect twice for overpayment damages from both the MA plans and TVH. All of this will likely take months to sort out. But the insurers may have already settled and made payments to CMS for the overbillings.
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Old 09-10-2025, 09:37 AM
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Default "TVH Lifestyle" is ending

Somehow TVH got extra money from government. That $100,000,000 a year supported the "TVH Lifestyle" and just like the rest of us when you over spend your budget and run up debt you must make some changes.
If the "TVH Lifestyle" was a good business model there would no bankruptcy and business would continue.
What those changes would be I have no idea but change is coming.
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Old 09-10-2025, 02:57 PM
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Default The bid

Reports say WellCenter won the bid. Were there even any other bidders? UnitedHealth was miffed at not being invited to the party. I assumed they would have made a pitch.
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Old 09-10-2025, 03:13 PM
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Reports say WellCenter won the bid. Were there even any other bidders? UnitedHealth was miffed at not being invited to the party. I assumed they would have made a pitch.
Everyone's invited to the party at a Bankruptcy sale. WellCenter was the stalking horse, anyone could have jumped in.
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Old 09-10-2025, 07:49 PM
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Thoughts on bankruptcy settlement.

- Best case scenario for debtor (TVH and controlling parties). Problem is gone and hands are washed of liabilities without further investigation into diagnostic coding and funds possibly diverted out of the business entity.

- Best case scenario for patients of TVH. Relatively quick sale to seasoned health care provider that should help minimize disruptions to services. It obviously remains to be seen how future care under the Humana umbrella will stack up to past services provided by TVH.

- Not good for creditors other than the most senior secured class (DIP financing from Citizens First) as there will be next to nothing left after their claims are satisfied. Unless something was negotiated favorably between the objectors (The U .S. Government, Florida Blue, and United Healthcare) and the Debtor that isn’t disclosed in the court settlement, then they got totally screwed. It’s not unusual for creditors to get totally screwed in bankruptcy.

- Not a good outcome for CMS (Medicare) and everyone who has paid Medicare taxes out of their hard earned paychecks. Also, not good for the long term financial solvency of Medicare. This sets a dangerous legal precedent that careless over billing, and associated penalties, can be avoided through bankruptcy and does not put up a significant deterrent for this happening in the future.

- How this works out for Centerwell (Humana) remains to be seen. They paid good money for the right to provide healthcare to TVH’s patients, without assuming any liabilities of significance. Hopefully they can make a reasonable profit doing that using acceptable diagnostic coding without sacrificing patient services?

At the end of the day, this is good news for Villager's since availability of healthcare is extremely important to a senior citizen community.
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Old Yesterday, 05:00 AM
BrianL99 BrianL99 is offline
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Originally Posted by BrianL99 View Post
Simple and typical Bankruptcy.

Asset sale.
Assume no liabilities.
Assume leases & contracts (assets).
Assume customer base, good name & reputation, including all intellectual property, trademarks, etc. (all assets).

Court holds the money for disbursal. Secured creditors get paid. Government is next in line. No personal liability, unless there was some sort of fraud that can be proven.
.
Quote:
Originally Posted by BrianL99 View Post
Everyone stands in line, behind secure creditors.

Every one gets in line behind the secured creditors and the Government stands at the head of that line (in most instances).

I doubt fines or penalties (if imposed for any reason) get the same priority as "claw back", but I'm not sure.

I think we have a ways to go, before anyone has a clue where the proceeds of the sale are going to go. The judge will likely slow down disbursement to anyone he can put off, to see which way the wind in blowing with Medicare. Medicare also may be able to intervene in this case.

*I'm not a lawyer. I have a reasonable amount of experience with bankruptcies and asset sales, but there's plenty I don't know.*
Quote:
Originally Posted by spinner1001 View Post
All of this is general —

Conceptually, the sales proceeds ($50 million+/- ?) go into an escrowed bank account supervised by the bankruptcy court. The bankruptcy code prescribes the order of disbursements of these funds. This process will likely take months to resolve itself. A disbursement plan will be proposed to the court and approved or modified by the judge before actual payments.

I don’t believe any government claims for billing overpayments under the False Claims Act get any priority.

The federal government might seek direct payment from TVH under the False Claims Act. If I am right, the government has a claim for overpayments against the MA plan insurers under their MA arrangement and also against TVH causing the overbilling to the government under the FCA.

All of this will likely take months to sort out.
Based on the Objection filed by AUSA, they're claiming liability and criminal liability stay attached.

It's not over until it's over. The approved sale is far from the end of the road.
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Old Yesterday, 05:36 AM
Caymus Caymus is online now
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Does anyone have a guess what the transition period would look like? Some reports claim they are only "buying" the patients and not the buildings and equipment. Do they shut down while they negotiate contracts with the medical staff and building/equipment purchase/lease agreements?
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Old Yesterday, 05:59 AM
spinner1001 spinner1001 is offline
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Based on the Objection filed by AUSA, they're claiming liability and criminal liability stay attached.

It's not over until it's over. The approved sale is far from the end of the road.
You might be right. But the language in the judge’s order approving the sale (link in the OP’s original post) seems comprehensive in protecting the buyer from TVH’s conduct before closing the sale. See especially page 15 of the order.
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Old Yesterday, 06:07 AM
spinner1001 spinner1001 is offline
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Originally Posted by Caymus View Post
Does anyone have a guess what the transition period would look like? Some reports claim they are only "buying" the patients and not the buildings and equipment. Do they shut down while they negotiate contracts with the medical staff and building/equipment purchase/lease agreements?
I believe it is very unlikely of a shut down for a ‘transition period’. I guess TVH’s CEO stays on at least for a while and he has previously been communicating with the Humana entity working toward a relatively smooth transition.

If you really want to know what is being bought and assumed in the sale, read the judge’s order approving the sale in the original post of this thread. The order is quite explicit.
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