Thursday, May 10, 2012

The $700,000 cure for Church Street Health Management

This morning at 9:00 a hearing was to be held in Nashville Bankruptcy court whereby Church Street Health Management, LLC was asking the court to modify the final Debtors In Possession (DIP) Order and to reschedule the closing of the sale of Church Street Health Management ,LLC to CSHM, LLC. They want to set it for May 31, 2012 instead of May 30, 2012 and they want to remove a legal service agreement with King and Spalding. (lol…they are gonna miss that income!)
Church Street Health Management , LLC and CSHM, LLC are two completely different companies now, so keep that in mind from this point forward. Church Street Health Management, EEHC, LLC, FORBA NY, LLC and Small Smiles Holdings, LLC are now combined into one company, namely CSHM, LLC. At least that is what it will become when the sale closes with Garrision
In their “Assumption Notice” (Doc 301, 302, and 302 Schedule A) is listed all the contract and obligations the new buyer will assume and have possession of at closing of this Rule 363 sale. The first one filed May 1, 2012 had 14 pages of those phony Management Service Agreements with phony clinic owners and employment agreement contracts, intellectual property such as trademarks, non-compete contracts with the original founders-The DeRose-Padula family- and other miscellaneous agreement, contracts and business agreement. A new and amended Schedule A was filed the next day, May 2, 2012. Yes, there was a change, a tiny one; King and Spalding were removed as having a Legal Service Agreement with the new CSHM, LLC.
From reading the “Assumption Notice” , the new new CSHM, LLC will only “assume” a little over $700k ($707,399) (see assumptions and "cure" amounts here)of Church Street Health Management, LLC, EEHC, LLC, FORBA, NY, LLC and Small Smiles Holdings, LLC $23,607,147.40 of debt. (According to Form 1 Schedule F here-Doc 213, starting on page 51)
Suspiciously missing from the debt the new buyer would now assume is $4,911,378 listed as still being owed to several states on a March 23, 2012 report. (Here on page 51)
BTW, who were those $10,000 loans made to that were listed on the March 2012 expense report?! Who loans money when they are broke? (see here on page 6)
As a side thought here:
Let us say I owned dental clinics like Gloria King in Texas, Jodi Kuhn and Olivia Croom in Ohio, and Randy Ellis in Colorado for instance. Let us say the day-to-day operation; cracking the whip to keep the bank accounts full and the purse strings tight was not for me. Therefore, I called up this Church Street Health Management company do all that for me. As they promoted, it would allow me the freedom to could concentrate on my valued patients. (I am sure I received flier and such from Church Street Health Management or saw them at a booth at the trade fair about all the fine services they deliver –sarcasm.)
Since I was hiring them to do what I say, I am sure I would have “an out” if things did not work out well. If I hire and entered into a Management Service Agreement, like King, Kuhn, Croom and Ellis, with a company that would cause me to lose my business if they failed, I would be the true “village idiot” people talk about being missing; I would have been found!
So let us say I have the Management Service Agreement (MSA) was with Church Street Health Management and low and behold, they have to file Chapter 11 Bankruptcy. Somehow, they manage to regroup, I might not want to continue to do business with them, or their new buyer. Maybe I had done business with the new buyer before and found out they sucked. I realize I have a contract with Church Street, but I am not planning on going down with their ship! I can find another way to run my day-to-day operations, like with me, myself, and I!
You just have to admire the folks that came up with these corporate laws and damn near corrupt and certainly immoral bankruptcy ploys. I know it took years to fine-tune all of them and get them in harmony before the full extent of corruption could be utilized. For instance, EEHC, LLC employs, so I assumed must have hired the executives and office personnel to operate Church Street Health Management, LLC who is said to be contracted by unrelated dental clinics across the US to manage their day-to-day operations, like my imaginary one above.
So, what does Church Street Health Management, LLC actually do? My MSA contract was with Church Street Health Management, LLC. When you have a business, that has 3 or 4 entities to funnel the money for purchase and has three or four more to pay employees through and even business entities for each bathroom in the place, the chance of it being above board and slim to nada.
I really do believe the average Joe does not use the whole setup to their fullest. My husband should incorporate the house; let’s say Hagan Household, LLC (HH,LLC). I should set up a business entity called, DH Enterprises, LLC. HH,LLC hires DH Enterprises, LLC to run, manage oversee day-to-day operations of HH,LLC- terms of payment negotiable. All utilities, auto purchases and other debt would be in the Hagan Household, LLC name. Every penny spent is a business deduction, right? So how does HH, LLC make its income, well it has a Management Service Agreement with my husband to manage his wages. Under the agreement, husband is to deposit all wages into a bank account that I have complete access to, which I sweep clean after every payday-I have bills to pay for HH,LLC after all. We could file a corporate tax return, write off every dime we spend, get our K-1 with any tiny bit of flow through income on it, file a joint tax return, and get every dime back that was withheld from husband’s wages. I think this will work!
So HH,LLC goes bankrupt due to poor management or wages to manage dried up. Let’s say HH,LLC under my direction committed fraud and stole hundreds of millions of dollars from the neighbors. I get caught, but I was working for HH,LLC during this time, and just to settle the charges with the neighbors and make them shut up, I agree to follow some guidelines they set out, heck I even agree to pay a tiny amount back, over time of course. Since I’m representing HH,LLC, I’m not responsible for any of this. HH,LLC just can’t physically hold an ink pen, so I do it, well I use my husband’s rubber stamp signature, but what’s the difference.
Just register a new company, like HH-2, LLC, file bankruptcy on HH,LLC. Wipe away all the debt with this 363 sale and “onward Christian soldiers”. Oh, and neighbors, screw you! HH-2, LLC doesn’t owe you a nickel!
Wonder how this would work if I incorporated a business for my car?
BTW number two, if I hired CSHM, LLC to manage my dental center, I sure as hell would not pay them $40,000.00 a month to do so!!  (here on page 6)