SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
[Rule 13d-101]
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)
 
(Amendment No. 2)*
 
Adeptus Health Inc.
 (Name of Issuer)
 
Class A Common Stock
 (Title of Class of Securities)
 
006855100
 (CUSIP Number)
 
David Clark
Elliot Press
Deerfield Mgmt, L.P.
780 Third Avenue, 37 th Floor
New York, New York 10017
(212) 551-1600
 
With a copy to:
 
Mark D. Wood, Esq.
Jonathan D. Weiner, Esq.
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, New York 10022
(212) 940-8800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
March 31, 2017
 (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) or 240.13d-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.
 
(Continued on following pages)

(Page 1 of 8 Pages)
 
* 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

  

SCHEDULE 13D 

CUSIP No.   006855100	Page 2 of 8 Pages	

1	NAME OF REPORTING PERSONS
 
Deerfield Mgmt, L.P.
	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 	(a) ☐
(b) ☒
 	
3	SEC USE ONLY

4	SOURCE OF FUNDS
 
AF	 	
5	CHECK BOX 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
 
1,600,861 (1)
	 	
	9
 	SOLE DISPOSITIVE POWER
 
0	 	
	10
 	SHARED DISPOSITIVE POWER
 
1,600,861 (1)
	 	
11
 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,600,861 (1)
	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 	☐ 	
13
 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.76% (1)
	 	
14	TYPE OF REPORTING PERSON
 
PN	 	

(1) Consists of shares of Class A Common Stock held by Deerfield Partners, L.P. and Deerfield International Master Fund, L.P., of each of which Deerfield Mgmt, L.P. is the general partner. The percentage of outstanding Class A Common Stock beneficially owned has been determined based on 16,395,599 shares of Class A Common Stock outstanding as of November 7, 2016, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016.

 
 SCHEDULE 13D

CUSIP No.   006855100	Page 3 of 8 Pages	

1	NAME OF REPORTING PERSONS
 
Deerfield Management Company, L.P.
	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 	(a) ☐
(b) ☒
 	
3	SEC USE ONLY

4	SOURCE OF FUNDS
 
AF	 	
5	CHECK BOX 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
 
1,600,861 (2)
	 	
	9
 	SOLE DISPOSITIVE POWER
 
0	 	
	10
 	SHARED DISPOSITIVE POWER
 
1,600,861 (2)
	 	
11
 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,600,861 (2)
	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 	☐ 	
13
 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.76% (2)
	 	
14	TYPE OF REPORTING PERSON
 
PN	 	

(2) Consists of shares of Class A Common Stock held by Deerfield Partners, L.P. and Deerfield International Master Fund, L.P., of each of which Deerfield Management Company, L.P. is the investment adviser. The percentage of outstanding Class A Common Stock beneficially owned has been determined based on 16,395,599 shares of Class A Common Stock outstanding as of November 7, 2016, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016.

 
SCHEDULE 13D

CUSIP No.   006855100	Page 4 of 8 Pages	

1	NAME OF REPORTING PERSONS
 
Deerfield Partners, L.P.
	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 	(a) ☐
(b) ☒
 	
3	SEC USE ONLY

4	SOURCE OF FUNDS
 
WC	 	
5	CHECK BOX 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
 
704,380
	 	
	9
 	SOLE DISPOSITIVE POWER
 
0	 	
	10
 	SHARED DISPOSITIVE POWER
 
704,380
	 	
11
 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
704,380
	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 	☐	
13
 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.30% (3)
	 	
14	TYPE OF REPORTING PERSON
 
PN

(3) The percentage of outstanding Class A Common Stock beneficially owned has been determined based on 16,395,599 shares of Class A Common Stock outstanding as of November 7, 2016, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016.

 SCHEDULE 13D

CUSIP No.   006855100	Page 5 of 8 Pages	

1	NAME OF REPORTING PERSONS
 
Deerfield International Master Fund, L.P.
	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 	(a) ☐
(b) ☒
 	
3	SEC USE ONLY

4	SOURCE OF FUNDS
 
WC	 	
5	CHECK BOX 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
 
896,481
	 	
	9
 	SOLE DISPOSITIVE POWER
 
0	 	
	10
 	SHARED DISPOSITIVE POWER
 
896,481
	 	
11
 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
896,481
	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 	☐	
13
 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.47% (4)
	 	
14	TYPE OF REPORTING PERSON
 
PN	 	

(4) The percentage of outstanding Class A Common Stock beneficially owned has been determined based on 16,395,599 shares of Class A Common Stock outstanding as of November 7, 2016, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016.

SCHEDULE 13D

CUSIP No.   006855100	Page 6 of 8 Pages	

1	NAME OF REPORTING PERSONS
 
James E. Flynn
	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 	(a) ☐
(b) ☒
 	
3	SEC USE ONLY

4	SOURCE OF FUNDS
 
AF	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 	☐ 	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America	 	

  NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	7	SOLE VOTING POWER
 
0	 	
	8	SHARED VOTING POWER
 
1,600,861 (5)
	 	
	9
 	SOLE DISPOSITIVE POWER
 
0	 	
	10
 	SHARED DISPOSITIVE POWER
 
1,600,861 (5)
	 	
11
 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,600,861 (5)
	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 	☐	
13
 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.76 % (5)
	 	
14	TYPE OF REPORTING PERSON
 
IN	 	

(5) Consists of shares of Class A Common Stock held by Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. James E. Flynn is the managing member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P., the general partner and the investment adviser, respectively, of Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. The percentage of outstanding Class A Common Stock beneficially owned has been determined based on 16,395,599 shares of Class A Common Stock outstanding as of November 7, 2016, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016.

 

This Amendment No. 2 (this “ Amendment ”) to Schedule 13D amends the Schedule 13D (as previously amended, the “ Schedule 13D ”) filed by (i) Deerfield Mgmt, L.P. (“ Deerfield Mgmt ”), (ii) Deerfield Management Company, L.P. (“ Deerfield Management ”), (iii) Deerfield Partners, L.P. (“ Deerfield Partners ”), (iv) Deerfield International Master Fund, L.P. (“ DIMF ” and, together with Deerfield Partners, collectively referred to herein as the “ Funds ”) and (v) James E. Flynn, a natural person (“ Flynn ” and, collectively with Deerfield Mgmt, Deerfield Management, Deerfield Partners, and DIMF, the “ Reporting Persons ”), with respect to the securities of Adeptus Health Inc. (the “ Company ”), on September 19, 2016, as amended by Amendment No. 1 thereto, filed by the Reporting Persons on February 6, 2017.
 
Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
 
Item 4.         Purpose of Transaction.
 
Item 4 of the Schedule 13D is hereby supplemented and amended by adding the following:

As previously reported by the Reporting Persons, the Reporting Persons have been evaluating and have engaged in discussions regarding a potential investment in the Company. As previously disclosed by the Company, on March 7, 2017 the Company and certain of its subsidiaries obtained bridge financing capital from certain of its existing senior lenders. That bridge financing matured unpaid on March 31, 2017. On April 3, 2017, the Reporting Persons and certain of their affiliates acquired the entire $212.7 million senior debt position, including the bridge loan debt, and are engaging in discussions with the Company and certain of its creditors (including MPT Operating Partnership, L.P. with which the Reporting Persons have entered into an agreement in principle regarding master lease facilities) regarding a potential transaction in which the Funds would provide further bridge and debtor-in-possession financing to the Company, in connection with a court-supervised restructuring of the Company , its debt and outstanding securities, with an ultimate goal on the part of the Reporting Persons of obtaining control of the Company or key assets thereof, and, following consummation of such series of transactions, operating the company or such assets. There can be no assurance that such discussions will result in consummation of such transactions or, if consummated, as to the terms or structure of any such transactions. 
 
Assuming consummation of such transactions, the Reporting Persons and their affiliates intend to fund the operations of the acquired business such that it can continue to provide the highest quality services and support its employees, independent contractors and partners.

 
SIGNATURE
 
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated: April 3, 2017

	DEERFIELD MGMT, L.P.
 
By: J.E. Flynn Capital, LLC, General Partner
 
By: /s/ Jonathan Isler
Name: Jonathan Isler 
Title: Attorney-in-Fact
 
DEERFIELD PARTNERS, L.P.
 
By: Deerfield Mgmt, L.P., General Partner 
By: J.E. Flynn Capital, LLC, General Partner
 
By: /s/ Jonathan Isler
Name: Jonathan Isler 
Title: Attorney-in-Fact
 
DEERFIELD INTERNATIONAL MASTER FUND, L.P.
 
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
 
By: /s/ Jonathan Isler
Name: Jonathan Isler
Title: Attorney-in-Fact
 
DEERFIELD MANAGEMENT COMPANY, L.P.
 
By: Flynn Management LLC, General Partner
 
By: /s/ Jonathan Isler
Name: Jonathan Isler 
Title: Attorney-in-Fact
 
JAMES E. FLYNN
 
/s/ Jonathan Isler
Jonathan Isler, Attorney-in-Fact