To Participants in the AHC Employee Stock Ownership Plan (ESOP):
This notice is to provide plan participants with an update on the AHC ESOP. The transaction to complete the sale of American Health Partners closed on April 6, 2021. In connection with the transaction, work is underway to complete the required administrative work to provide you with your distribution packets. Here are the next steps in the process:
This notice provides plan participants with an update on ESOP distributions.
- The ESOP was terminated on April 6, 2021. The first distribution packages were sent starting in June 2021; they provided for a one-time election to receive a distribution of up to 75% of the accounts (excluding any amounts held in escrow under the terms of the transaction). As a result, a large portion of the assets held in the ESOP trust have already been distributed.
- The ESOP has recently been amended to allow for a supplemental distribution before the final distribution is made. In 2023, a participant will be able to make an election to receive a lump-sum distribution of up to 75% percent of the participant’s account balance as of December 31, 2021. It is anticipated that distribution packages will be sent out in the first quarter of 2023. As with the prior distribution, participants will have the option to receive their distribution in cash or to roll over the distribution to another tax-qualified plan or IRA. They will receive a special tax notice with the distribution package and may want to consult with their tax advisors.
- The final distribution of then-remaining balance of the account of each participant will be made following the ESOP’s receipt of any contingent payments contemplated in the sale transaction. As noted in the Confidential ESOP Participant Information Statement (Statement), the sale transaction provided for certain funds to be held in escrow. These funds are held by an escrow agent to generally cover certain claims that may be made by the buyer against the sellers after closing of the sale transaction. The buyer has made claims against the escrow funds. As such, until those claims are resolved, the escrow funds will not be released. To the extent the escrow funds are released, the ESOP trust will have an additional amount available for the final distributions.
For additional information related to the ESOP, you may want to review the following documents:
- Special Tax Notice—This document provides you with information regarding tax issues relating to distributions. You will receive a copy of this notice with your distribution packages.
- AHC Employee Stock Ownership Plan Summary Plan Description—This document summarizes the material terms of the ESOP. There are also four other documents reflecting subsequent amendments to the ESOP:
Kenneth B. Lenoir
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Memphis, Tennessee 38120