---
title: "Steward Health Care — Steward and CareMax: the business sale, share distributions and later dispute"
language: en
canonical: https://dossiertwist.com/dossiers/steward-health-care/caremax-transaction/
as_of: 2026-10-14
keywords: ["Steward Health Care","Cerberus","Medical Properties Trust","Ralph de la Torre","hospital bankruptcy","hospital transactions","CareMax","TRACO","Malta"]
---

# Steward Health Care — Steward and CareMax: the business sale, share distributions and later dispute

**Question.** What passed to CareMax and how did shares move through the Steward chain?

**Answer.** The transaction involved the value-based care business and a separate securities-distribution chain. Later equity percentages and alleged transfer values describe different dates and measures.

## The business sale and the chain of CareMax shares

- Analysis: CareMax completed its acquisition of Steward’s Medicare value-based care business in November 2022. The securities filing describes $25 million of cash consideration, approximately $35.5 million for pre-closing Medicare receivables, and 23.5 million initial shares. Sparta retained 696,000 shares and distributed the rest, with further distributions through Investors. The filing documents an initial board-designation right and a conditional additional right if the earnout was achieved. [s-d14] [s-d20] [s-d26] [s-d27] [s-d28] [s-d102] [s-d115] [s-d147] [s-d278]
  - Qualification: The cash and shares were not all paid to the same legal person. The estate later challenged the diversion of securities to owner affiliates; the filings establish transaction mechanics, not the alleged unlawfulness. Carve-out accounts use allocations from the parent and are not standalone accounts for the entire group. Share value at closing is not realized sale proceeds or present value.
  - Response: De la Torre says he received no cash from CareMax and immediately pledged his shares to support Steward’s debt, without selling them.
  - Outcome: A retained chronology records CareMax’s own Chapter 11 filing in November 2024. That subsequent event does not itself decide the estate’s transfer claims.

## Sources

- [s-d14] Company statement source · s-d14
- [s-d20] Company statement concerning Steward or the identified proceeding, U.S. Securities and Exchange Commission <https://www.sec.gov/Archives/edgar/data/1813914/000119312522290085/d420384dsc13d.htm>
- [s-d26] Company statement concerning Steward or the identified proceeding, U.S. Securities and Exchange Commission <https://www.sec.gov/Archives/edgar/data/1813914/000119312522283690/d419128dex31.htm>
- [s-d27] Company statement concerning Steward or the identified proceeding, U.S. Securities and Exchange Commission <https://www.sec.gov/Archives/edgar/data/1813914/000119312522283690/d419128d8k.htm>
- [s-d28] Company statement source · s-d28
- [s-d102] Other source · s-d102
- [s-d115] Company statement concerning Steward or the identified proceeding, Massachusetts Health Policy Commission <https://masshpc.gov/sites/default/files/2023-02/20220715_steward-caremax_mcn_0.pdf>
- [s-d147] Other source · s-d147
- [s-d278] Company statement source · s-d278
