Dividends and insider payments at Steward, 2016–2024

analysisSteward's 2016 transactions with Medical Properties Trust (MPT) were followed by distributions whose size and character are disputed. Alan J. Carr, an independent manager of Steward Health Care Holdings LLC, stated in his plan-confirmation declaration that in October 2016 Cerberus used proceeds of the MPT transactions to pay certain Cerberus-related entities about $719.5 million, while Ralph de la Torre and other minority equity holders received about $68.8 million; that the investigation found no facts showing the recipients gave value in exchange; that there was a good-faith basis to believe Steward Health Care System LLC was then insolvent; and that the debtors had colorable fraudulent-transfer claims (claims to undo transfers made by an insolvent company without fair value in return, or made to defeat creditors) against the recipients. That is an account of potential estate claims, not a court finding. Cerberus said on September 19, 2024 that the transaction gave Steward $460 million in pre-tax liquidity, which it used to retire $385 million of interest-bearing secured debt, keeping the rest for working capital and investments; that part of the proceeds returned Cerberus's equity investment and provided a $473 million dividend, the first and only distribution from Steward to Cerberus; that de la Torre and his team received a $71 million dividend on account of their equity; and that Steward was solvent at all times during its ownership. An October 2024 investigative report said Steward's audited statement for 2016 showed $789 million in dividends paid that year to Cerberus, de la Torre and the management team, and cited internal emails describing a $600 million debt incurred in October 2016 for 'the Cerberus leveraged recap transaction'; Cerberus told the outlet it had not taken a recapitalization dividend and that the payment was a $246 million return on its investment and a $473 million dividend, and a spokesperson for de la Torre said management received $55 million in cash of a total $68 million dividend, the rest paid in MPT stock. The report described the management dividends as variously reported at $55 million to $71 million; the record does not reconcile these figures. No lawsuit against Cerberus was filed. In mid-July 2026 Cerberus signed a settlement with the SHC Creditor Litigation Trust, which called the 2016 payout a fraudulent transfer, after arguing, according to a news report on the settlement motion, that the claims lacked any merit and that it had defenses, including on timing grounds, that would block any recovery. Judge Christopher Lopez approved the settlement by July 30, 2026; the amount was redacted, the settlement releases Cerberus from the trust's Steward-related claims, and the agreement states that Cerberus continued to deny any wrongdoing or unlawful conduct. ^{1 2 3 4 5}

analysisTotals attributed to Cerberus vary. On February 15, 2024 Senators Elizabeth Warren and Edward J. Markey and nine Massachusetts members of the House of Representatives wrote to Cerberus Capital Management, citing press reports, that Cerberus invested $246 million in Caritas Christi in 2010, that the 2016 MPT deal 'returned Cerberus's initial investment' while leaving it a controlling stake, and that it owned the hospitals until 2021, completing 'an unusual exit' that brought $800 million in profit; they asked it to answer by February 28, 2024, among other questions, how much it retained from MPT's $1.25 billion investment and whether a dividend was paid after that deal. According to an October 2024 investigative report, Cerberus declined to tell Congress how much it received, saying it 'does not disclose the names of investors or the specific returns earned on CCM funds by investors'; in its September 19, 2024 statement it said the only distribution it received from Steward was the 2016 dividend paid via the MPT transaction. Ralph de la Torre's website states that, unlike him, Cerberus 'monetized approximately $1.1 billion from Steward' in the last four years of its ownership, resulting in $800 million profit for its investors; the October 2024 report said its own review confirmed that figure, made up of $719 million in debt-based dividends including a recapitalization, $335 million from the sale to Steward management and more than $77 million in other dividends. Cerberus called the claim 'false and inaccurate', saying no proceeds were exchanged at the 2020 management buyout and that when the note was voluntarily prepaid in 2021, four years early, the proceeds came from its obligors, affiliates of de la Torre and MPT, not from Steward. None of these totals is a finding. ^{6 2 5 7}

analysisThe master lease of October 3, 2016 between MPT-affiliated lessors and Steward lessee entities, filed with the SEC as Exhibit 10.33, calculates EBITDAR (earnings before interest, taxes, depreciation, amortization and rent) for Steward Health Care System LLC and its subsidiaries by adding back 'any management, monitoring, consulting or advisory fees or expenses paid to Cerberus Capital Management, L.P. or any of its Affiliates' during the period, to the extent otherwise permitted under the lease. The clause shows that such fees were contemplated; the lease text does not state whether any were paid or in what amount. ⁸

analysisAccording to the debtors' July 15, 2025 complaint, on January 7, 2021 Ralph de la Torre caused an amendment to the LLC agreement of Steward Health Care System LLC (SHCS) allowing distributions to be approved by written consent of the members holding a majority of its interests, and on January 8, 2021 he approved a $111 million distribution by signing such a consent on behalf of Steward Health Care Holdings LLC, acting through Steward Health Care Investors LLC and RDLT-SHCI Manager LLC. The complaint alleges that SHCS was already insolvent; the plan-confirmation declaration of independent manager Alan J. Carr gives the same account. The complaint states that the same day SHCS transferred $100 million of the dividend directly to Steward Health Care Investors LLC, bypassing its immediate parent, and paid the remaining amount to an entity affiliated with Medical Properties Trust (MPT), and that Steward Health Care Investors LLC then transferred $80,741,534 and $750,000 to de la Torre's personal bank account, $10,260,688 to Michael Callum, $1,752,594 to Sanjay Shetty, $728,456 to James Karam and $4,338,274 to Steward Health Care International S.L., which the complaint describes, on information and belief, as majority-owned by de la Torre. De la Torre's website states that the dividend was approved by the requisite shareholders and paid by SHCS as part of a larger transaction in which MPT purchased Cerberus's interests; that his portion partially offset his guarantee of an approximately $200 million note, most of whose proceeds auditors deemed a capital contribution to SHCS; and that a third-party valuation at the time confirmed Steward retained value far in excess of the dividend. No court has ruled on the complaint, whose adversary proceeding was at the discovery-scheduling stage in July 2026. ^{1 2 3 4}

analysisThe part played by Medical Properties Trust (MPT) in the January 2021 $111 million dividend is described in two sources. An October 2024 investigative report based on leaked company records said that in internal emails in December 2020 MPT's chief financial officer wrote that MPT would expect to consent to a $111 million dividend after the 'Project Easter' deal, most of which would go to de la Torre, who by then owned 80.7 percent of Steward, with $11 million to MPT; Project Easter also let Steward change its operating agreement so that MPT lost its right to approve Steward dividends, leaving de la Torre free to issue dividends of up to $500 million. Responding to the outlet's detailed questions about its relationship and financial dealings with Steward, an MPT spokesperson said: 'We strongly reject the false and misleading premise of these assertions.' The debtors' complaint quotes MPT's executive vice president and chief financial officer telling de la Torre, before the January 7, 2021 LLC amendment and just over a week before the dividend, that de la Torre had been working to be 'free at last' to 'take a well-deserved distribution', and quotes MPT's counsel as observing that de la Torre wanted to circumvent the board approval process for distributions. The underlying emails are not in the record, and no court has ruled on these characterizations. ^{5 1 4}

analysisCerberus, replying in its September 19, 2024 statement to Ralph de la Torre's public account, said it 'had nothing to do with' the $111 million dividend paid to de la Torre, his management team and Medical Properties Trust (MPT) shortly after its exit; that it understood he owned or controlled the majority of Steward's equity at the time; and that the use of the dividend proceeds to pay down his personal obligation about one year after it was incurred reflected no benefit to Steward. It also said it had no knowledge of the $200 million loan he said he guaranteed. The debtors' complaint alleges that, without the knowledge of in-house counsel, de la Torre had been negotiating the MPT note transaction and the $111 million dividend with MPT and Cerberus for weeks before they were executed. ^{6 1}

analysisThe debtors' July 15, 2025 complaint traces part of Ralph de la Torre's share of the 2021 dividend to personal assets. It alleges that he personally received $81.5 million of the dividend and within months used dividend funds to buy the Amaral, a superyacht costing about $30 million: $3.05 million sent between February 1 and May 1, 2021 through the yacht broker to Mullet II Ltd., and $27 million on May 3, 2021 through the buyer's law firm. Exhibit A to the complaint lists five transfers to Mullet II Ltd. from February 3 to May 3, 2021 under a stated total of $30,500,000, and the complaint describes the Amaral as Mullet II Ltd.'s only asset. It further alleges that between July 2021 and April 2025 de la Torre transferred at least $32 million to Mullet II LLC, including dividend proceeds (its Exhibit B lists transfers totaling $31,535,000), and that on July 12, 2022 he sent $5,804,283.89 through a title company toward the purchase by 5326 Old Buena Vista Road LLC of a ranch in Waxahachie, Texas, followed by at least $2.25 million between August 2023 and April 2025 (Exhibit C total: $8,054,289.89). The complaint describes both companies as his alter egos, meaning entities that should be treated as the person himself. De la Torre's website states that no charges regarding his boats were ever passed on to the company. No court has ruled on these allegations; the adversary proceeding was at the discovery-scheduling stage in July 2026. ^{1 2 3}

analysisPress accounts give other values for de la Torre's boats. A July 2025 magazine article, citing earlier press reports, said the former CEO bought a 190-foot yacht worth $40 million and a 90-foot sportfishing boat worth $15 million, and an October 2024 investigative report, citing a newspaper, described the Amaral as a 190-foot superyacht that cost $40 million; both figures differ from the purchase cost of about $30 million in the debtors' complaint and are not established by the record. De la Torre's website states that no charges for his boats were passed on to the company, that the values cited by elected officials are inflated, and that the 90-foot boat, a 2017 Viking, was paid for in 2015. ^{4 5 1 2}

analysisA September 3, 2024 newspaper investigation reported, citing a bankruptcy court filing, that Ralph de la Torre and several other top Steward executives held a majority interest in Management Health Services (MHS), a firm that billed Steward about $30 million a year and employed 16 people, many of them Steward executives, and that a fall 2019 paystub showed de la Torre had received roughly $6.3 million from the firm in less than 10 months that year. The reporting rests on bankruptcy filings, internal documents and a paystub the newspaper obtained, and is not a court finding. The newspaper said Steward declined to comment and that de la Torre and his personal spokesperson did not respond. De la Torre's website states that MHS is not a consulting firm he owns but a payroll vendor set up long before 2021, while Cerberus was Steward's majority owner, and that the only payments he received from MHS were for his contractual salary. ^{1 2}

analysisThe September 2024 newspaper investigation also reported that Management Health Services (MHS) was owner of record of three private jets, a Bombardier Global 6000, a Dassault Falcon 2000LX and a Bombardier Challenger 300; that internal documents showed Steward Health Care provided MHS with funds to buy the jets and paid their yearly operating costs; and that all of the jets had since been sold, two of them shortly before Steward's bankruptcy filing. According to the plan-confirmation declaration of independent manager Alan J. Carr and the debtors' July 2025 complaint, which make the allegation on information and belief, Steward, at de la Torre's direction, financed more than $14.5 million in payments between September 1, 2017 and September 23, 2024 related to planes owned by Management Health Services LLC, a non-debtor pass-through entity, which de la Torre and others used for personal purposes; Carr cited this as a basis for corporate-waste claims and said counsel for the Investigation Sub-Committee demanded that MHS account for and segregate the proceeds of its sale of two planes, a Global Jet 6000 and a Falcon. De la Torre's website states that his employment contract incorporates personal use of the corporate jets, whose value was added to his taxed compensation; that two other entities, including Steward International, contributed significantly to the planes' costs; and that plane use as part of his compensation dates to 2016, when Cerberus was Steward's majority owner. No court has ruled on these allegations, and the complaint's adversary proceeding was at the discovery-scheduling stage in July 2026. ^{1 2 3 4 5}

analysisThe September 2024 newspaper investigation also reported that CREF, a construction management company run by general contractor Robert Gendron, who briefly held an executive role at Steward, joined Steward's ventures in Malta and Colombia, shared office space with Steward in Dallas and was paid more than $37 million in management fees by Steward Health Care between May 2023 and May 2024, according to a bankruptcy filing that is not in the record. Citing two people familiar with the matter, it reported that de la Torre acquired a 40 percent stake in CREF in spring 2021, and that emails showed he at least partially funded the investment with money from Steward Health Care International, the group's international arm: in an April 2021 exchange, an executive of that company answered a request to send $2 million to CREF entities on de la Torre's behalf by noting that there was only $1.7 million in the account. A CREF spokesman told the newspaper that de la Torre sold his stake in mid-August 2024. De la Torre's website states that he became a passive minority shareholder, that CREF made no cash payments to him and that all contract negotiations between CREF and Steward were handled by an independent committee without his involvement. These are press accounts, not court findings. ^{1 2}

analysisAccording to the plan-confirmation declaration of independent manager Alan J. Carr and the debtors' July 2025 complaint, Steward funded a $2.5 million donation in 2023 to the Greenhill School, a private school in Dallas, Texas. A September 2024 newspaper investigation, citing bankruptcy filings, reported that Steward Health Care System LLC made $3 million in donations to the school between May and August 2023, although de la Torre had announced in February 2022 a $10 million pledge from his family foundation for a new science center there, whose construction CREF, partly owned by him, oversaw; a July 2025 magazine article said the gift was made with Steward funds. The newspaper reported that a Steward spokesperson declined to address questions about the donations and that the school did not respond; a CREF spokesman said CREF won the project through competitive bidding and was paid a market-rate management fee. The same magazine article, citing press reports, said that in 2023 the former CEO made a $100,000 donation to two charities, including a Dallas museum, and then reimbursed himself for it from Steward Health Care; the underlying records are not in the record. The amounts differ between sources, and no court has ruled on these allegations; the complaint's adversary proceeding was at the discovery-scheduling stage in July 2026. ^{4 1 3 5 6}

analysisA September 2024 newspaper investigation reported that internal emails and financial documents indicated that Steward Health Care International bought an 8.1 million euro apartment in Madrid for Ralph de la Torre in 2021, and that an internal spreadsheet titled 'RDLT' showed Steward wiring roughly $11.3 million on his behalf to secure and renovate it, including a deposit moved from the company's Spanish Bank of America account to his personal account. An October 2024 investigative report based on leaked records said 8.8 million euros went toward the Madrid residence in 2021. The reports rest on leaked internal emails and documents, give different amounts, and no court has ruled on the transactions. The newspaper said Steward declined to comment and that de la Torre and his personal spokesperson did not respond to its requests. ^{1 7}

analysisAn October 2024 investigative report said leaked emails showed that in 2021 Madrid-based Steward Health Care International offered Ralph de la Torre a credit line of up to $27 million, with repayment transferred to companies he owned; that in late 2022 Mark Rich asked the company, in an email titled 'cash for the boss', to deposit 500,000 euros into an account controlled by de la Torre, writing that he doubted it would be repaid soon; and that Armin Ernst, president of the international arm, received a $2 million loan from it. The same report said a February 2023 email from Rich showed that the $200 million in cash to be raised from the sale of the Utah hospitals would not be found by auditors because it had been paid out to partners, quoting him: 'It's all buried probably in partner's equity.' It also cited an internal 'Project Easter' presentation on $200 million of value from Malta's intangible assets sold to Manolete, a company created by de la Torre and Medical Properties Trust. These are the report's readings of leaked documents, not court findings. A spokesperson for de la Torre said that in 2018 Steward Healthcare International was a subsidiary of Steward Healthcare System, so any loan between them reflected a parent-subsidiary arrangement, and that they were not aware of promissory notes from Steward Health Care System for $27 million or $3 million. A spokesperson for Rich said he was not CFO from 2017 until March 2023 and was therefore not in a position to oversee the vast majority of the matters raised, and that he has never received a loan from the company; the report said Ernst did not respond to a request for comment. ⁷

analysisA July 2024 news report on the debtors' statements of financial affairs said that in the year before the May 6, 2024 bankruptcy filing Ralph de la Torre received $5.2 million, including a salary of about $3.8 million, expense reimbursements and $161,000 for 'non-business flights'; regional president Brian Dunn received $3.7 million; and Mark Rich and Michael Callum were among other leaders paid at least $1 million. Other reports put de la Torre's salary from SHCS for May 2023 to May 2024 at $3.7 million gross (the September 2024 newspaper investigation) and $4.2 million (the October 2024 investigative report). The underlying filings are not in the record, the debtors revised some compensation details after the first report, and the outlets give different salary amounts for the same period. Steward declined to answer most of the reporter's questions on executive compensation. A spokesperson for de la Torre said a nationally recognized compensation consultant found his salary at the lower end of the recommended range, and his website states that his compensation, even including use of a plane, was well below market. ^{1 2 3 4}