Zwick Partners v. Quorum Health Corporation

One of the purposes of the Notice is to inform you of the proposed Settlement of the Action for $18 million. You or someone in your family, or an investment account for which you serve as a custodian, may have purchased or otherwise acquired Quorum Health Corporation common stock between May 2, 2016 and August 10, 2016, both dates inclusive.

The Court directed that the Notice be sent to inform potential Class Members about the proposed Settlement and their options before the Court rules on the proposed Settlement. Additionally, the Class Members have the right to understand how this class action lawsuit may affect their legal rights. The Court held the Settlement Fairness Hearing on November 30, 2020. Following the hearing, the Court entered its Final Judgment Approving Class Action Settlement (which can be viewed here) and found the Settlement to be "fair, reasonable, and adequate" pursuant to Rule 23(e).

To review a copy of the Notice click here.

In a class action, one or more people called plaintiffs sue on behalf of people who have similar claims. The Court must certify the action to proceed as a class action and appoint the “class representatives.” All of the individuals and entities on whose behalf the class representatives are suing are known as “class members.” Bringing a case as a class action allows the adjudication of many similar claims that might be economically too small to bring individually. One court resolves the issues in the case for all class members, except for those who choose to exclude themselves from the class.

Plaintiff believes that the proposed Settlement is fair, reasonable, and adequate to, and in the best interests of, the Class. Plaintiff and its counsel have reached this conclusion after investigating and considering, among other things, the strengths and weaknesses of Plaintiff’s claims against Defendants, including the Defendants’ contentions that the Class’s claims are without merit, the uncertainties of this complex litigation, and the concrete benefits provided by the Settlement to the members of the Class.

The Court held the Settlement Fairness Hearing on November 30, 2020. Following the hearing, the Court entered its Final Judgment Approving Class Action Settlement (which can be viewed here) and found the Settlement to be "fair, reasonable, and adequate" pursuant to Rule 23(e). The Court granted Plaintiffs’ Motion for Final Approval of Class Action Settlement and Plan of Allocation of Settlement Proceeds (Doc. No. 347) and Plaintiff’s Motion for an Award of Attorneys’ Fees, Reimbursement of Expenses, and Compensatory Award to Class Representative (Doc. No. 349).

This Action alleges violations of the Federal Securities Laws (specifically Sections 10(b) and 20(a) of the Exchange Act (15 U.S.C. §78j(b) and 78(t)(a)) and Rule 10b-5 promulgated thereunder (17 C.F.R. §240.10b-5)) against Defendants.

Plaintiff alleges that, during the Class Period, Quorum’s stock price was artificially inflated as a result of a series of untrue or materially misleading statements regarding Quorum’s goodwill and long-lived assets

This action was commenced on September 9, 2016. On February 14, 2017, the Court appointed Zwick Partners, LP as Lead Plaintiff. Lead Plaintiff filed the Second Amended Class Action Complaint (“Complaint”) on April 17, 2017. In response, Defendants moved to dismiss Lead Plaintiff’s claims. On April 20, 2018, this Court denied Defendants’ motion.

On May 18, 2018, Defendants filed their Answers to the Complaint, denying all claims and wrongdoing asserted, as well as any liability arising out of the conduct alleged in the Complaint. The Defendants also asserted certain affirmative defenses to the claims made in the Complaint, including that any injury suffered by Class Members was not caused by the Defendants’ conduct.

By order dated March 29, 2019, the Court certified the Class, appointed Zwick Partners, LP as the Class Representative and Pomerantz LLP as Class Counsel. Certification of the Class means that the action was legally recognized as a Class Action pursuant to Rule 23 of the Federal Rules of Civil Procedure.

Defendants filed their motions for summary judgment on January 31, 2020, and trial was scheduled to commence on July 10, 2020 before the Parties agreed to the Settlement.

By Order dated July 27, 2020, the Court preliminarily approved the Settlement, authorized the notice of the Settlement to be provided to potential Class Members, and scheduled the Settlement Fairness Hearing to consider whether to grant final approval of the Settlement.

The Order of Preliminary Approval of Settlement can be viewed here.

The Court held the Settlement Fairness Hearing on November 30, 2020. Following the hearing, the Court entered its Final Judgment Approving Class Action Settlement (which can be viewed here) and found the Settlement to be "fair, reasonable, and adequate" pursuant to Rule 23(e).

The Settlement affects the rights of the members of the Class. The Class consists of:

All persons and entities who purchased or otherwise acquired Quorum Health Corporation common stock between May 2, 2016 and August 10, 2016, both dates inclusive.

Persons and entities that acquired Quorum common stock in the spin-off from Community Health Systems, Inc. (“CHSI”) during the Class Period may be members of the Class.

Excluded from the Class are Defendants, current and former officers and directors of Quorum and CHSI, and their families and affiliates.

If you are still not sure whether you are included, you can contact the Claims Administrator at Quorum Health Securities Litigation, P.O. Box 3230, Portland, OR 97208-3230; 1-866-977-0746 or info@QuorumHealthSecuritiesLitigation.com.

You can get also additional information by writing to the lawyers who were appointed Class Counsel:

Michael J. Wernke, Esq
Pomerantz LLP
600 Third Avenue
20th Floor
New York, NY 10016

If you are a Class Member and do nothing, you will be bound by all past, present and future orders and judgments in the Action, whether favorable or unfavorable. If you are a member of the Class and you did not submit a valid Claim Form, you will not be eligible to receive any payment from the Settlement Fund. You will, however, remain a member of the Class, which means that you give up your right to sue about the claims that are resolved by the Settlement and you will be bound by any judgments or orders entered by the Court in the Action.

It is possible that you were mailed more than one Notice because you were identified as a potential class member by more than one entity who provided us with your information. You may discard the other mailing(s).

During the Class Period, Quorum common stock traded on the New York Stock Exchange under the ticker symbol “QHC”. The CUSIP was 74909E106.

The $18,000,000 Settlement Amount and any interest earned thereon shall be the Settlement Fund. The Settlement Fund less taxes, approved costs, fees, and expenses (the “Net Settlement Fund”) shall be distributed, pro rata, to members of the Class who submit valid Proofs of Claim (“Authorized Claimants”).

At this time, it is not possible to make any determination as to how much any individual Class Member may receive from the Settlement.

Your share of the Net Settlement Fund will depend on several factors, including the following: how many Class Members submit timely and valid Proof of Claim and Release Forms; the total Recognized Losses represented by the valid Proof of Claim and Release Forms that the Class Members send in; your Recognized Losses, based on the number of Quorum common stock shares you purchased during the Settlement Class Period, how much you paid for them, when you purchased them, and, if you sold them, when and for how much you sold them.

By following the instructions in the Plan of Allocation, you can calculate what is called your Recognized Loss. It is unlikely that you will get a payment for all of your Recognized Loss. After all Class Members have sent in their Proof of Claim and Release Forms, the payment you get will be a part of the Net Settlement Fund equal to your Recognized Loss divided by the total of everyone’s Recognized Losses.

The Plan of Allocation is described in more detail in the Notice.

To be eligible for a payment, you must have submitted a timely and valid Claim Form. The Claim Form was enclosed with the Notice.

Claim Forms must have been postmarked, if mailed, or received online on or before November 23, 2020.

It is not possible at this time to determine when the Settlement proceeds will be distributed to eligible Class Members. The Court held a Settlement Fairness Hearing on November 30, 2020 and found the Settlement to be "fair, reasonable, and adequate" pursuant to Rule 23(e). However, there might be appeals. It is always uncertain whether appeals can be resolved, and if so, how long it would take to resolve them. It also takes time for all the Claim Forms to be processed. All Claim Forms need to have been submitted by November 23, 2020. Once all the Claim Forms are processed and claims are calculated, Class Counsel, without further notice to the Class, will apply to the Court for an order distributing the Net Settlement Fund to Class Members. Please be patient.

We are the Claims Administrator, an independent neutral third party hired to administer the Settlement. We do not have direct access to any shareholder data. You must provide documentation of your valid transactions in Quorum common stock during the Class Period to be eligible for this settlement.

You may review your own records, or contact your broker or financial advisor for documentation of your transactions.

Acceptable supporting documentation includes trade confirmations, official monthly, quarterly or year-end broker statements or other account statements to verify purchases, sales or beginning or ending holdings. Include documentation to support each transaction.

If you no longer have the supporting documentation you should consult with your broker or financial advisor, who may be able to obtain the documents for you. In the case that you cannot locate your supporting documentation, you can ask your broker to write a letter on letterhead detailing purchases, sales and beginning and ending holdings.

We recommend that you file your claim to the best of your ability, as accurately as possible. Ultimately, however, you may be required to provide independent supporting documentation to verify your claim.

Unless you excluded yourself, you remain a member of the Class, which means that upon the Effective Date you will release all Released Plaintiffs’ Claims against Defendants’ Releasees. For additional information and definition of these terms, please review the Notice.

No. All Class Members who have not requested exclusion shall conclusively be deemed to have released and shall thereafter be barred from asserting any of the Released Plaintiffs’ Claims against the Defendants’ Releasees.

No. If you exclude yourself, you may not send in a Proof of Claim and Release Form to ask for any money from this Settlement.

The deadline to request exclusion from the Class was November 13, 2020. It is no longer possible to request exclusion.

The Class is represented by:

Michael J. Wernke, Esq
Pomerantz LLP
600 Third Avenue
20th Floor
New York, NY 10016
Telephone: 212-661-1100

Unless you elect to retain your own personal lawyer, if you remain in the Class, you will not have any direct obligations to pay the costs of the litigation. If there is a recovery by the Class in this Action, all costs and expenses of the Action, including Class Counsel’s attorneys’ fees, will be paid from that recovery in an amount approved by the Court.

If you did not request exclusion from the Class, you may, if you so desire, enter an appearance through an attorney of your own choice. If you wish, you may also consult with your own counsel concerning your rights in this action.

The deadline to object has passed. Your objection must have been received on or before November 13, 2020.

Objecting is telling the Court that you do not like something about the Settlement. You can still recover money from the Settlement. You can object only if you did not request exclusion from the Class. Excluding yourself is telling the Court that you do not want to be part of the Class. If you excluded yourself, you cannot object to the Settlement because it does not affect you. The deadline to exclude yourself was November 13, 2020.

The Court held the Settlement Fairness Hearing on November 30, 2020. Following the hearing, the Court entered its Final Judgment Approving Class Action Settlement (which can be viewed here) and found the Settlement to be "fair, reasonable, and adequate" pursuant to Rule 23(e). The Court granted Plaintiffs’ Motion for Final Approval of Class Action Settlement and Plan of Allocation of Settlement Proceeds (Doc. No. 347) and Plaintiff’s Motion for an Award of Attorneys’ Fees, Reimbursement of Expenses, and Compensatory Award to Class Representative (Doc. No. 349).

No, you did not have to attend the Settlement Fairness Hearing on November 30, 2020.

The Settlement Fairness Hearing was held on November 30, 2020.