--- title: "How Samuel Lee and David Topper bought out Leonard Green in 2021" language: en canonical: https://dossiertwist.com/dossiers/prospect-medical-holdings/ownership-change-2021/ as_of: 2026-10-15 keywords: ["Prospect Medical Holdings","Leonard Green & Partners","Samuel Lee","David Topper","Medical Properties Trust","Ivy Holdings","Chamber Inc.","Prospect CharterCARE","Crozer Health","Waterbury Hospital","Eastern Connecticut Health Network","Roger Williams Medical Center","Our Lady of Fatima Hospital","Chapter 11","sale-leaseback","dividend recapitalisation","Hospital Conversions Act","PHP Holdings","Astrana Health","NOR Healthcare Systems"] --- # How Samuel Lee and David Topper bought out Leonard Green in 2021 **Question.** How did Samuel Lee and David Topper become Prospect's sole owners, and on what conditions? **Answer.** Under an October 2019 merger agreement, Chamber Inc., owned by Samuel Lee and the Topper family trust, acquired Ivy Holdings, buying out Leonard Green's roughly 60% stake and the minority holders for $11,940,992, which the Rhode Island Attorney General found Lee and Topper expected to take out of PMH. The Attorney General approved the transaction on June 1, 2021 with conditions, including $80 million of escrows or letters of credit for the Rhode Island hospitals. ## The Chamber transaction - Analysis: Ivy Holdings Inc. and Chamber Inc. entered into an Agreement and Plan of Merger dated October 2, 2019 under which a Chamber subsidiary would merge into Ivy Holdings and Chamber would become its sole stockholder. Chamber is a Delaware corporation incorporated on September 17, 2019 to carry out the transaction, with bylaws essentially mirroring Ivy Holdings'; both companies gave their principal offices as 3415 South Sepulveda Blvd., 9th Floor, Los Angeles. Samuel S. Lee and the David & Alexa Topper Family Trust were to acquire all of Chamber's equity; Ivy Holdings would remain the parent of Ivy Intermediate Holding, and Ivy Intermediate would remain PMH's parent. The Rhode Island Attorney General's 2021 decision states that Ivy Holdings and Ivy Intermediate operate only as holding companies for PMH, with no financial activity other than lending funds to it. In the 2020 application Lee was identified as chief executive of Chamber, Ivy Holdings, Ivy Intermediate, PMH, Prospect East Holdings and Prospect East Hospital Advisory Services. Chamber submitted an initial application under Rhode Island's Hospital Conversions Act on December 13, 2019. [src-010] [src-003] - Analysis: The 2020 application stated that Ivy Holdings was owned by private equity partnerships, Lee, David Topper through the Topper family trust and other managers, that afterwards the Leonard Green investor and the minority management shareholders would hold no interest, and that the shareholders who were officers or directors, Lee, Topper, Dr. Jeereddi Prasad, Dr. Mitchell Lew and Bruce Grimshaw, had submitted conflict-of-interest statements; John Baumer, Alyse Wagner, Michael Solomon and Prasad received no compensation as board members. In their own statements in the filing, the parties said the transaction would be funded entirely with corporate cash, that they would incur no additional debt and pay no dividends to the acquirer as a result of it, that Chamber, Ivy Holdings, Ivy Intermediate, Prospect East Holdings and Prospect East Hospital Advisory Services had no financial statements because they had no financial activity, and that the member contribution to Prospect CharterCARE had risen from about $65.2 million to about $120.1 million. The Attorney General cited Section 6.09 of the merger agreement as barring dividends for two years or until Prospect made a mandated $50 million pension payment, in addition to an initial $70 million pension payment under Section 4.07. [src-010] [src-003] ## Price and ownership - Analysis: The Attorney General and the Attorney General's consultant found that the transaction contemplated Lee and Topper, through the Topper family trust, buying out Leonard Green's roughly 60% stake in Ivy Holdings and the stakes of minority shareholders for a total of $11,940,992.00; rather than use their own money, Lee and Topper anticipated taking the $11.9 million out of PMH, and Leonard Green would also be relieved of responsibility for PMH's roughly $3.1 billion of liabilities. The consultant stated that the price of about $12 million was to be accounted for as a share buyback directly from PMH. A 2020 investigative report gave similar terms, $12 million in cash plus the assumption of $1.3 billion of lease obligations, the money to be paid by Prospect rather than the two executives, with a drag-along provision forcing all shareholders to sell. The report quotes a statement by Prospect and Lee: “in effect, the company's money is their money.” It also reports that former chief financial officer Steve Aleman sued in California in February 2020 seeking restoration of stock options and a 2018 bonus. On June 1, 2021 the Attorney General approved the application with conditions. [src-003] [src-094] - Analysis: The Attorney General's decision describes Ivy Holdings, in rounded figures, as about 60% owned by Leonard Green and about 40% by Lee and Topper, and characterises the transaction as an in-house buy-out of majority stockholders whose representatives made up 60% of the board, after which Lee and Topper would be Prospect's sole owners. The Rhode Island Department of Health's decision of the same day gives the exact holdings: Green Equity Investors V 44.48%, Green Equity Investors Side V 13.34%, Lee 19.51% and the Topper family trust 14.45%, with other managers under 10% each, and records that afterwards Ivy Holdings would be wholly owned by Chamber, held 66.67% by Lee and 33.33% by the trust. PYA's report to the department put Lee and Topper's combined stake at about 34% before the transaction and 100% after, noted that the new owners also led the operating companies, and said Leonard Green would vacate three of the five seats on Ivy Holdings' board. The department's 2024 decision notes that the 2024 application reported Lee and the trust each owning 50% of Chamber, and that it was unclear when the change occurred. [src-003] [src-037] - Analysis: The Attorney General's decision also states that in November 2019 the chief executive of Prime Healthcare Services offered $50 million for PMH; the offer document is not retained. [src-003] ## Rhode Island's conditions - Analysis: The conditions of the June 1, 2021 approval required Prospect and Leonard Green to set aside $80 million in escrow or letters of credit for the Rhode Island hospitals, to pay all operating losses for five years, to invest $72 million in capital expenditure through fiscal 2026 (at least $10 million a year) and to forgo management fees, among other things; Chamber, as acquirer, had to pay for compliance monitoring through an escrow. The $10,000,000 payable to Leonard Green under the merger agreement had to go into the escrows, which were funded before closing as a $12,000,000 global conditions escrow (Prospect $4,000,000, Leonard Green $8,000,000), a $41,000,000 capital expenditure escrow (Prospect $14,200,000, Leonard Green $26,800,000) and a $27,000,000 escrow for Medicare advance repayments funded entirely by Prospect. According to the debtors' October 2025 bankruptcy motion, the cash escrow was held under an agreement of June 1, 2021 among City National Bank as escrow agent, Prospect and Leonard Green affiliates and James P. Carris as escrow trustee, to be released in instalments as capital spending thresholds were met. The Senate Budget Committee's December 2023 letter summarises Leonard Green's share as a $34.8 million contribution to an escrow fund protecting the hospitals, including the $10 million it would otherwise have received. [src-003] [src-037] [src-005] - Analysis: Other conditions protected the hospitals' assets. Their real estate could not be pledged or used as collateral without the Attorney General's approval, and no Prospect CharterCARE property worth more than $100,000 could be sold, transferred or encumbered during the monitoring period without 60 days' notice and approval; the Attorney General noted that Prospect CharterCARE's cash was swept daily to Prospect. Prospect had to extend the maturity of the TRS note held by Medical Properties Trust by five years from April 30, 2021, during which Prospect CharterCARE's assets could not be used to repay it, including through a sale-leaseback, and any later transfer of those assets required approval. PYA's report also records that in December 2020 subsidiaries of Ivy Holdings agreed to pay $27.5 million in settlement of pension-funding litigation, of which about $22.5 million was expensed in fiscal 2020 and about $5 million was allocated to buying the 15% residual interest in Prospect CharterCARE held by CharterCARE Community Board. [src-003] ## The ownership chain afterwards - Analysis: Debtor filings in the 2025 Chapter 11 case describe Chamber Inc. as a Delaware corporation owned by Lee and the David Topper family trust and as the sole owner of Ivy Holdings Inc., which is the sole owner of Ivy Intermediate Holding, Inc., which is the sole owner of PMH. In November 2024 PMH and Prospect Crozer, LLC filed a corporate disclosure statement in the Eastern District of Pennsylvania naming Ivy Intermediate Holding, Ivy Holdings and Chamber. [src-037] [src-069] ## Sources - [src-010] Chamber Inc. and Ivy Holdings Inc. Hospital Conversions Act application (resubmitted March 18, 2020), Office of the Rhode Island Attorney General (applicant filing), 2020-03-18 - [src-003] Rhode Island Attorney General decision on the Chamber Inc. / Ivy Holdings Inc. Hospital Conversions Act application, Office of the Rhode Island Attorney General, 2021-06-01 - [src-094] Media source · src-094 - [src-037] Court record source · src-037 - [src-005] Letter of the chair and ranking member of the U.S. Senate Budget Committee to Leonard Green & Partners, Prospect Medical Holdings and Medical Properties Trust, Office of Senator Chuck Grassley, U.S. Senate, 2023-12-06 - [src-069] Court record source · src-069