0001104659-15-010382.txt : 20150213 0001104659-15-010382.hdr.sgml : 20150213 20150213161531 ACCESSION NUMBER: 0001104659-15-010382 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: DOUGLAS L. BECKER GROUP MEMBERS: ERIC D. BECKER GROUP MEMBERS: MERRICK M. ELFMAN GROUP MEMBERS: R. CHRISTOPHER HOEHN-SARIC GROUP MEMBERS: SC PARTNERS III, L.P. GROUP MEMBERS: SCP III AIV THREE-FCER CONDUIT, L.P. GROUP MEMBERS: SCP III AIV THREE-FCER, L.P. GROUP MEMBERS: STEVEN M. TASLITZ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Adeptus Health Inc. CENTRAL INDEX KEY: 0001602367 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 465037387 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88395 FILM NUMBER: 15614722 BUSINESS ADDRESS: STREET 1: 2941 SOUTH LAKE VISTA STREET 2: SUITE 200 CITY: LEWISVILLE STATE: TX ZIP: 75067 BUSINESS PHONE: 9728996666 MAIL ADDRESS: STREET 1: 2941 SOUTH LAKE VISTA STREET 2: SUITE 200 CITY: LEWISVILLE STATE: TX ZIP: 75067 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sterling Capital Partners III, LLC CENTRAL INDEX KEY: 0001611325 IRS NUMBER: 260139321 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O STERLING PARTNERS STREET 2: 401 NORTH MICHIGAN, SUITE 3300 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312 465 7000 MAIL ADDRESS: STREET 1: C/O STERLING PARTNERS STREET 2: 401 NORTH MICHIGAN, SUITE 3300 CITY: CHICAGO STATE: IL ZIP: 60611 SC 13G 1 a15-4007_1sc13g.htm SC 13G

 

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Adeptus Health Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

006855100

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

* 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).

 

 


 

CUSIP No. 006855100

13G

 

 

 

1.

Name of Reporting Persons:
SCP III AIV THREE-FCER, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
5,591,149

 

6.

Shared Voting Power:
0

 

7.

Sole Dispositive Power:
5,591,149

 

8.

Shared Dispositive Power:
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
5,591,149

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
36.2%

 

 

12.

Type of Reporting Person (See Instructions):
PN

 

2


 

CUSIP No. 006855100

13G

 

 

 

1.

Name of Reporting Persons:
SCP III AIV THREE-FCER Conduit, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
4,160,521

 

6.

Shared Voting Power:
0

 

7.

Sole Dispositive Power:
4,160,521

 

8.

Shared Dispositive Power:
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,160,521

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
42.3%

 

 

12.

Type of Reporting Person (See Instructions):
PN

 

3


 

CUSIP No. 006855100

13G

 

 

 

1.

Name of Reporting Persons:
SC Partners III, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
9,751,670

 

6.

Shared Voting Power:
0

 

7.

Sole Dispositive Power:
9,751,670

 

8.

Shared Dispositive Power:
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
9,751,670

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
63.2%

 

 

12.

Type of Reporting Person (See Instructions):
PN

 

4


 

CUSIP No. 006855100

13G

 

 

 

1.

Name of Reporting Persons:
Sterling Capital Partners III, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
9,751,670

 

6.

Shared Voting Power:
0

 

7.

Sole Dispositive Power:
9,751,670

 

8.

Shared Dispositive Power:
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
9,751,670

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
63.2%

 

 

12.

Type of Reporting Person (See Instructions):
OO

 

5


 

CUSIP No. 006855100

13G

 

 

 

1.

Name of Reporting Persons:
Steven M. Taslitz

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

 

6.

Shared Voting Power:
9,755,080

 

7.

Sole Dispositive Power:
0

 

8.

Shared Dispositive Power:
9,755,080

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
9,755,080

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
63.2%

 

 

12.

Type of Reporting Person (See Instructions):
IN

 

6


 

CUSIP No. 006855100

13G

 

 

 

1.

Name of Reporting Persons:
Merrick M. Elfman

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

 

6.

Shared Voting Power:
9,755,080

 

7.

Sole Dispositive Power:
0

 

8.

Shared Dispositive Power:
9,755,080

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
9,755,080

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
63.2%

 

 

12.

Type of Reporting Person (See Instructions):
IN

 

7


 

CUSIP No. 006855100

13G

 

 

 

1.

Name of Reporting Persons:
Douglas L. Becker

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

 

6.

Shared Voting Power:
9,755,080

 

7.

Sole Dispositive Power:
0

 

8.

Shared Dispositive Power:
9,755,080

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
9,755,080

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
63.2%

 

 

12.

Type of Reporting Person (See Instructions):
IN

 

8


 

CUSIP No. 006855100

13G

 

 

 

1.

Name of Reporting Persons:
Eric D. Becker

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

 

6.

Shared Voting Power:
9,755,080

 

7.

Sole Dispositive Power:
0

 

8.

Shared Dispositive Power:
9,755,080

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
9,755,080

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
63.2%

 

 

12.

Type of Reporting Person (See Instructions):
IN

 

9


 

CUSIP No. 006855100

13G

 

 

 

1.

Name of Reporting Persons:
R. Christopher Hoehn-Saric

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

 

6.

Shared Voting Power:
9,755,080

 

7.

Sole Dispositive Power:
0

 

8.

Shared Dispositive Power:
9,755,080

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
9,755,080

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
63.2%

 

 

12.

Type of Reporting Person (See Instructions):
IN

 

10


 

Item 1.

 

(a).

Name of Issuer:
Adeptus Health Inc.  (the “Company”)

 

(b).

Address of Issuer’s Principal Executive Offices:
2941 South Lake Vista, Suite 200, Lewisville, Texas 75067

 

Item 2(a).

Name of Person Filing:

Item 2(b).

Address of Principal Business Office:

Item 2(c).

Citizenship:
(i) SCP III AIV THREE-FCER, L.P., a Delaware limited partnership

(ii) SCP III AIV THREE-FCER Conduit, L.P., a Delaware limited partnership

(iii) SC Partners III, L.P., a Delaware limited partnership

(iv) Sterling Capital Partners III, LLC, a Delaware limited liability company

(v) Steven M. Taslitz, a United States citizen

(vi) Merrick M. Elfman, a United States citizen

(vii) Douglas L. Becker, a United States citizen

(viii) Eric D. Becker, a United States citizen

(ix) R. Christopher Hoehn-Saric, a United States citizen

 

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”  The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is attached as Exhibit A to this statement on Schedule 13G, pursuant to which the Reporting Persons agreed to file this statement on Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

 

The address of each of the Reporting Persons is c/o Sterling Partners, 401 North Michigan Avenue, Suite 3300, Chicago, Illinois 60611.

Item 2(d).

Title of Class of Securities:
Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”)

Item 2(e).

CUSIP Number:
006855100

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable.

 

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:

 

The ownership percentages set forth below calculated pursuant to Rule 13d-3 of

 

11


 

 

 

the Securities Exchange Act of 1934, as amended (“Rule 13d-3”), are based on 9,845,016 shares of Class A Common Stock outstanding as of October 31, 2014, as reported in the Form 10-Q of the Issuer, filed with the Securities and Exchange Commission on November 7, 2014, plus the number of shares of Class A Common Stock that may be received upon exchange of limited liability company units of Adeptus Health LLC (“Units of Adeptus Health LLC”) beneficially owned by the Reporting Person.

 

As of December 31, 2014, SCP III AIV THREE-FCER Conduit, L.P. (“Sterling AIV Conduit”) beneficially owned 4,160,521 shares of Class A Common Stock, which represents 42.3% of the Class A Common Stock outstanding calculated pursuant to Rule 13d-3 and SCP III AIV THREE-FCER, L.P. (“Sterling AIV”) beneficially owned 5,591,149 shares of Class A Common Stock (based on the number of shares of Class A Common Stock that may be received in exchange of Units of Adeptus Health LLC), which represents 36.2% of the Class A Common Stock outstanding calculated pursuant to Rule 13d-3.  Sterling Capital Partners III, LLC is the general partner of SC Partners III, L.P., which is the general partner of each of Sterling AIV Conduit and Sterling AIV, and as a result, each of Sterling Capital Partners III, LLC and SC Partners III, L.P. may be deemed to beneficially own the securities beneficially owned by each of Sterling AIV Conduit and Sterling AIV, for an aggregate beneficial ownership of 9,751,670 shares of Class A Common Stock, which represents 63.2% of the Class A Common Stock outstanding calculated pursuant to Rule 13d-3.

 

In connection with the Issuer’s director compensation program, certain designees of the Reporting Persons were granted an aggregate of 3,410 shares of Class A Common Stock, which they hold for and on behalf of Sterling Fund Management, LLC, which acts as an advisor to Sterling AIV Conduit and Sterling AIV.  As (i) the managers of Sterling Fund Management Holdings GP, LLC, the general partner of Sterling Fund Management Holdings, L.P., the sole owner of Sterling Fund Management, LLC and (ii) the managers of Sterling Capital Partners III, LLC, each of Messrs. Taslitz, Elfman, D. Becker, E. Becker and R. Hoehn-Saric may be deemed to beneficially own the securities beneficially owned by each of Sterling AIV Conduit, Sterling AIV and Sterling Fund Management, LLC, for an aggregate beneficial ownership of 9,755,080 shares of Class A Common Stock, which represents 63.2% of the Class A Common Stock outstanding calculated pursuant to Rule 13d-3.

 

On a fully diluted basis, the Reporting Persons may be deemed, in the aggregate, to be the beneficial owners of 47.3% of the outstanding Class A Common Stock, based on 9,845,016 shares of Class A Common Stock and 10,781,153 shares of Class B common stock, par value $0.01 per share, and an equal number of Units of Adeptus Health LLC outstanding as of October 31, 2014.

 

(b)

Percent of class:   

See Item 4(a) above.

 

(c)

Number of Shares as to which the Reporting Person has:

 

 

 

(i)

Sole power to vote or to direct the vote:

See Item 5 of each cover page

 

12


 

 

 

(ii)

Shared power to vote or to direct the vote:

See Item 6 of each cover page

 

 

(iii)

Sole power to dispose or to direct the disposition of:

See Item 7 of each cover page

 

 

(iv)

Shared power to dispose or to direct the disposition of:

See Item 8 of each cover page

 

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  o

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

See Item 4 above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and the persons named in Item 4 above and the partners, members, affiliates and shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not Applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not Applicable.

 

 

Item 10.

Certifications.

 

Not Applicable.

 

13


 

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:  February 13, 2015

 

 

 

 

 

 

SCP III AIV THREE-FCER, L.P.

 

 

 

By:

/s/ M. Avi Epstein

 

 

Name: M. Avi Epstein

 

 

Title: General Counsel

 

 

 

 

 

SCP III AIV THREE-FCER CONDUIT, L.P.

 

 

 

By:

/s/ M. Avi Epstein

 

 

Name: M. Avi Epstein

 

 

Title: General Counsel

 

 

 

 

 

SC PARTNERS III, L.P.

 

 

 

By:

/s/ M. Avi Epstein

 

 

Name: M. Avi Epstein

 

 

Title: General Counsel

 

 

 

 

 

STERLING CAPITAL PARTNERS III, LLC

 

 

 

By:

/s/ M. Avi Epstein

 

 

Name: M. Avi Epstein

 

 

Title: General Counsel

 

 

 

 

 

STEVEN M. TASLITZ

 

 

 

By:

/s/ M. Avi Epstein

 

 

Name: M. Avi Epstein

 

 

Title: Attorney-in-fact

 

 

 

 

 

MERRICK M. ELFMAN

 

 

 

By:

/s/ M. Avi Epstein

 

 

Name: M. Avi Epstein

 

 

Title: Attorney-in-fact

 

14


 

 

DOUGLAS L. BECKER

 

 

 

By:

/s/ M. Avi Epstein

 

 

Name: M. Avi Epstein

 

 

Title: Attorney-in-fact

 

 

 

 

 

ERIC D. BECKER

 

 

 

By:

/s/ M. Avi Epstein

 

 

Name: M. Avi Epstein

 

 

Title: Attorney-in-fact

 

 

 

 

 

R. CHRISTOPHER HOEHN-SARIC

 

 

 

By:

/s/ M. Avi Epstein

 

 

Name: M. Avi Epstein

 

 

Title: Attorney-in-fact

 

15


 

EXHIBIT LIST

 

Exhibit A

 

Joint Filing Agreement, dated as of February 13, 2015, by and among the Reporting Persons.

 

 

 

Exhibit B

 

Powers of Attorney, appointing M. Avi Epstein as attorney-in-fact.

 

16


 

Exhibit A

 

JOINT FILING AGREEMENT

 

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Class A Common Stock, par value $0.01 per share, of Adeptus Health Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Dated: February 13, 2015

 

 

SCP III AIV THREE-FCER, L.P.

 

 

 

By:

/s/ M. Avi Epstein

 

 

Name: M. Avi Epstein

 

 

Title: General Counsel

 

 

 

 

 

SCP III AIV THREE-FCER CONDUIT, L.P.

 

 

 

By:

/s/ M. Avi Epstein

 

 

Name: M. Avi Epstein

 

 

Title: General Counsel

 

 

 

 

 

SC PARTNERS III, L.P.

 

 

 

By:

/s/ M. Avi Epstein

 

 

Name: M. Avi Epstein

 

 

Title: General Counsel

 

 

 

 

 

STERLING CAPITAL PARTNERS III, LLC

 

 

 

By:

/s/ M. Avi Epstein

 

 

Name: M. Avi Epstein

 

 

Title: General Counsel

 

 

 

 

 

STEVEN M. TASLITZ

 

 

 

By:

/s/ M. Avi Epstein

 

 

Name: M. Avi Epstein

 

 

Title: Attorney-in-fact

 

17


 

 

MERRICK M. ELFMAN

 

 

 

By:

/s/ M. Avi Epstein

 

 

Name: M. Avi Epstein

 

 

Title: Attorney-in-fact

 

 

 

 

 

DOUGLAS L. BECKER

 

 

 

By:

/s/ M. Avi Epstein

 

 

Name: M. Avi Epstein

 

 

Title: Attorney-in-fact

 

 

 

 

 

ERIC D. BECKER

 

 

 

By:

/s/ M. Avi Epstein

 

 

Name: M. Avi Epstein

 

 

Title: Attorney-in-fact

 

 

 

 

 

R. CHRISTOPHER HOEHN-SARIC

 

 

 

By:

/s/ M. Avi Epstein

 

 

Name: M. Avi Epstein

 

 

Title: Attorney-in-fact

 

18


 

Exhibit B

 

POWER OF ATTORNEY

 

Know all by these presents that Steven M. Taslitz, does hereby make, constitute and appoint M. Avi Epstein as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (in the undersigned’s individual capacity), to execute and deliver such forms and reports that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s beneficial ownership of or transactions in securities of Adeptus Health Inc. pursuant to Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedules 13D and/or 13G (including any amendments thereto). The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms and reports with regard to his ownership of or transactions in securities of Adeptus Health Inc., unless earlier revoked in writing. The undersigned acknowledges that M. Avi Epstein is not assuming any of the undersigned’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

 

 

By:

/s/ Steven M. Taslitz

 

 

Steven M. Taslitz

 

 

 

Date:

February 13, 2015

 

19


 

POWER OF ATTORNEY

 

Know all by these presents that Merrick M. Elfman, does hereby make, constitute and appoint M. Avi Epstein as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (in the undersigned’s individual capacity), to execute and deliver such forms and reports that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s beneficial ownership of or transactions in securities of Adeptus Health Inc. pursuant to Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedules 13D and/or 13G (including any amendments thereto). The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms and reports with regard to his ownership of or transactions in securities of Adeptus Health Inc., unless earlier revoked in writing. The undersigned acknowledges that M. Avi Epstein is not assuming any of the undersigned’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

 

 

By:

/s/ Merrick M. Elfman

 

 

Merrick M. Elfman

 

 

 

Date:

February 13, 2015

 

20


 

POWER OF ATTORNEY

 

Know all by these presents that Douglas L. Becker, does hereby make, constitute and appoint M. Avi Epstein as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (in the undersigned’s individual capacity), to execute and deliver such forms and reports that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s beneficial ownership of or transactions in securities of Adeptus Health Inc. pursuant to Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedules 13D and/or 13G (including any amendments thereto). The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms and reports with regard to his ownership of or transactions in securities of Adeptus Health Inc., unless earlier revoked in writing. The undersigned acknowledges that M. Avi Epstein is not assuming any of the undersigned’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

 

 

By:

/s/ Douglas L. Becker

 

 

Douglas L. Becker

 

 

 

Date:

February 13, 2015

 

21


 

POWER OF ATTORNEY

 

Know all by these presents that Eric D. Becker, does hereby make, constitute and appoint M. Avi Epstein as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (in the undersigned’s individual capacity), to execute and deliver such forms and reports that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s beneficial ownership of or transactions in securities of Adeptus Health Inc. pursuant to Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedules 13D and/or 13G (including any amendments thereto). The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms and reports with regard to his ownership of or transactions in securities of Adeptus Health Inc., unless earlier revoked in writing. The undersigned acknowledges that M. Avi Epstein is not assuming any of the undersigned’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

 

 

By:

/s/ Eric D. Becker

 

 

Eric D. Becker

 

 

 

Date:

February 13, 2015

 

22


 

POWER OF ATTORNEY

 

Know all by these presents that R. Christopher Hoehn-Saric, does hereby make, constitute and appoint M. Avi Epstein as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (in the undersigned’s individual capacity), to execute and deliver such forms and reports that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s beneficial ownership of or transactions in securities of Adeptus Health Inc. pursuant to Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedules 13D and/or 13G (including any amendments thereto). The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms and reports with regard to his ownership of or transactions in securities of Adeptus Health Inc., unless earlier revoked in writing. The undersigned acknowledges that M. Avi Epstein is not assuming any of the undersigned’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

 

 

By:

/s/ R. Christopher Hoehn-Saric

 

 

R. Christopher Hoehn-Saric

 

 

 

Date:

February 13, 2015

 

23