MBMG's $45M Humana Sale Leaves $479M Debt Stack Under Water

MBMG Holding, LLC and fifteen affiliated debtors filed chapter 11 petitions on October 13, 2024 in the U.S. Bankruptcy Court for the Southern District of Florida, lead case number 24-20576-CLC, with a sale already in hand. The operator of Clinical Care Medical Centers entered bankruptcy under a prearranged agreement to sell substantially all of its assets to Conviva Medical Center Management, LLC, a Humana affiliate, and pursued a going-concern sale rather than an operating reorganization. The cases were jointly administered before Judge Corali Lopez-Castro.

The filing carried roughly $479 million of funded debt against a $45 million purchase price. A $10 million debtor-in-possession facility from the first-lien agent bridged the debtors to a December 2024 closing, the court confirmed a liquidating plan on March 13, 2025, and the plan went effective on April 4, 2025. By the post-confirmation phase, a plan administrator was reconciling claims and making distributions that left first-lien lenders with single-digit recoveries and general unsecured creditors with little or nothing.

Debtor	MBMG Holding, LLC (16 jointly administered entities)
Court	U.S. Bankruptcy Court, Southern District of Florida (Miami Division)
Case Number	24-20576-CLC
Petition Date	October 13, 2024
Confirmation Date	March 13, 2025
Effective Date	April 4, 2025
Judge	Hon. Corali Lopez-Castro
Purchaser	Conviva Medical Center Management, LLC (Humana affiliate) — $45 million, closed December 12, 2024
DIP Facility	$10.0 million delayed-draw term loan ($4.0M interim / $6.0M final); KKR Loan Administration Services LLC as DIP and collateral agent

Open the public case profile for docket context, hearings, advisors, and plan updates.

From Sun Capital Buyout to Prearranged chapter 11

MBMG operated a Florida-focused primary care platform doing business as Clinical Care Medical Centers, running 26 primary care centers that served approximately 35,000 patients across South Florida. The business ran on a managed-care risk model: it accepted recurring per-member-per-month payments from health plans and, in exchange, assumed responsibility for its members' healthcare costs. The first-day declaration of Nicholas K. Campbell identified roughly 18,000 Medicare Advantage members and 15,000 Medicaid members and named major counterparties including Aetna, CarePlus, Centene, Elevance Health, Healthsun, Humana, Optum, Solis, and UnitedHealthcare.

The platform had been built through acquisitions under private equity ownership. Sun Capital Partners backed the company, and the leveraged buyout structure left it carrying a debt load that the underlying primary care operations could not support. A 2021 acquisition of Florida Family Primary Care Centers broadened the footprint that later entered bankruptcy as sixteen affiliated entities.

Management attributed the distress to a combination of revenue pressure and cost inflation. Court filings and contemporaneous reporting tied the decline to changes in Medicare and Medicaid reimbursement together with rising post-pandemic operating costs, which compressed margins on the capitated payments the company depended on. The Private Equity Stakeholder Project, which tracks healthcare buyouts, characterized the company as a PE-owned primary care chain serving low-income Floridians that went bankrupt under leveraged-buyout debt. Rather than attempt a standalone turnaround, the debtors negotiated a sale agreement before filing and used chapter 11 to implement it while preserving continuity of care and keeping most of the company's more than 800 employees in place through the transition.

Capital Structure and $479 Million Funded Debt

The debtors entered chapter 11 with a heavily leveraged balance sheet. As of the petition date, the First Day Declaration reported approximately $17.0 million outstanding under a revolving credit facility, $201.3 million under a first lien term loan, and $33.8 million under a delayed-draw term loan facility. Below that first-lien debt sat $195.6 million of second lien notes, $31.4 million of unsecured notes, and roughly $2.0 million of general unsecured trade payables.

Those figures put funded debt at roughly $479 million before trade obligations, against a business that would ultimately sell for $45 million. Contemporaneous reporting placed the total debt at up to $500 million, consistent with the filing-level figures. The deficiency ran below the first-lien tranche: the second lien notes, unsecured notes, and trade debt were all under water at the petition date.

KKR DIP Bridge and Cash Collateral

KKR, which served as the prepetition first-lien agent, also financed the case. The court entered an interim DIP and cash-collateral order on October 16, 2024, days after the filing, and approved final terms on November 7, 2024. The final DIP order authorized a $10.0 million delayed-draw term loan facility, split into a $4.0 million interim amount and a $6.0 million final amount, with KKR Loan Administration Services LLC serving as DIP agent and collateral agent.

The order authorized the debtors to use cash collateral under an approved budget and granted the DIP lenders perfected priming liens and superpriority administrative expense claims, while providing adequate protection to the prepetition first-lien secured parties. It also restricted the use of DIP proceeds or cash collateral to fund challenges to the lenders' liens or actions that would impede their enforcement rights. At roughly two percent of the prepetition funded debt, the facility functioned as a short bridge to fund operations and professional costs through the sale and into the wind-down rather than as financing for a reorganization.

Section 363 Sale to Conviva

The sale was the centerpiece of the case, and the debtors moved quickly. On November 20, 2024, the court entered a sale order approving the sale of substantially all assets to Conviva Medical Center Management, LLC and finding Conviva to be a good-faith purchaser entitled to the protections of section 363(m). The order authorized a sale free and clear of liens and interests, with those liens and interests attaching to the net proceeds in their existing order of priority, and approved the assumption and assignment of designated executory contracts and leases to the buyer.

The sale closed on December 12, 2024. While the sale order itself did not state the purchase price, later filings and reporting consistently put it at $45 million: a Law360 report at the petition date was headlined "Fla. Medical Co. Hits Ch. 11 With Plans For Quick $45M Sale," and the figure was repeated in the confirmation declaration and fee applications. Conviva's status as a Humana affiliate kept the primary care members within Humana's care-delivery network after the transaction.

The sale order also addressed successor liability directly, stating that the transaction did not constitute a merger or de facto merger and that the buyer was not a successor to the debtors. That language is standard section 363 sale protection and limited the buyer's exposure to prepetition operational claims specific to the healthcare business.

Liquidating Plan, Recoveries, and Professional Fees

With the assets sold, the cases became a vehicle for distributing proceeds. The debtors filed their joint chapter 11 plan and disclosure statement on January 13, 2025, then amended the plan through a first amended plan and a second amended plan dated March 6, 2025 before confirmation. Judge Lopez-Castro entered the confirmation order on March 13, 2025.

The confirmation order treated Classes 1 and 2 as unimpaired. Classes 3 through 6 were impaired and entitled to vote, and all four voted to accept the plan. Classes 7, 8, and 9 were deemed to reject because they received no property under the plan. The confirmation declaration of Brian Bonaviri set out the projected recovery ranges that quantified the deficiency: Class 3 first lien credit agreement claims were projected to recover 0.7% to 3.1%, and Class 6 general unsecured claims 1.1% to 4.6%, while Classes 4, 5, 7, 8, and 9 were projected to recover nothing.

Class	Treatment	Projected recovery
Classes 1–2	Unimpaired	Paid or reinstated
Class 3 (first lien)	Impaired, accepted	0.7%–3.1%
Classes 4–5	Impaired	0%
Class 6 (general unsecured)	Impaired, accepted	1.1%–4.6%
Classes 7–9	Deemed to reject	0%

The plan designated Brian Bonaviri as plan administrator. On the effective date, management and board authority shifted to the plan administrator, who became responsible for distributions and wind-down administration. The plan and confirmation order included mutual releases, exculpation, and an injunction, which the confirmation order described as integral to the liquidation structure.

Professional retentions and fees. The debtors were represented by Berger Singerman, with Samuel J. Capuano among the counsel representing MBMG, retained Oppenheimer as investment banker for the sale process, and engaged MERU as financial advisor, which sought an incentive fee tied to the completed sale. On February 4, 2025, the court granted Oppenheimer a $3.0 million transaction fee, authorizing immediate payment of $2.625 million and leaving a $375,000 holdback, plus $4,317 of expense reimbursement. The court later granted Berger Singerman a first-and-final award of $1,646,876 in fees and $22,016.83 in expenses.

Post-Confirmation Wind-Down and Plan Injunction

The case did not end at confirmation. The plan administrator filed a notice of the effective date on April 4, 2025, and the administration of claims and distributions continued well into 2026. On September 8, 2025, the administrator filed a final report and motion for a final decree stating that substantial consummation had occurred, that distributions had begun, and that the administrator was still reconciling secured, administrative, priority, and general unsecured claims. The court closed fifteen of the sixteen member cases on October 10, 2025, leaving the lead case open for remaining claims reconciliation and distributions.

The distribution picture sharpened in the quarter-end reporting. The post-confirmation report for the quarter ending December 31, 2025 stated that allowed administrative and priority claims had been paid in full, that secured creditors had received about $31.4 million on roughly $460.5 million of allowed claims, and that general unsecured creditors had received no distributions as of that quarter-end. The same report said the administrator expected to file an application for a final decree by August 15, 2026.

Unsecured-creditor mechanics surfaced in a January 2026 filing. The plan administrator moved to forfeit distributions for twenty-five non-responsive claim holders, stating that the plan cash pool consisted of $495,000 and that the non-responsive claimants' share of that pool totaled $14,170. The motion reflected the small absolute size of the unsecured distribution pool relative to the hundreds of millions of dollars in claims against the estates.

Residual litigation was handled through a narrow modification of the plan injunction. On January 14, 2026, the court approved a stipulation among the plan administrator, Allied World Surplus Lines Insurance Company, and Jose Hernandez that modified the injunction only enough to let Hernandez continue a Miami-Dade personal injury action, with MB Medical Operations named solely as a nominal defendant. Recovery was limited to insurance proceeds and other non-debtor sources, and the plaintiff withdrew his claims against the estates, leaving the injunction intact for estate assets.

Key Timeline

Date	Event
October 13, 2024	Sixteen affiliated debtors file chapter 11; first-day declaration discloses prearranged sale
October 16, 2024	Interim DIP and cash-collateral order entered
November 7, 2024	Final DIP and cash-collateral order entered
November 20, 2024	Sale order approving the Conviva transaction entered
December 12, 2024	Sale to Conviva closes
January 13, 2025	Joint plan and disclosure statement filed
March 13, 2025	Confirmation order entered
April 4, 2025	Notice of effective date filed
October 10, 2025	Court closes member cases, leaving lead case open
January 14, 2026	Court approves limited modification of plan injunction

Frequently Asked Questions

Who bought MBMG Holding's assets?

Conviva Medical Center Management, LLC, an affiliate of Humana, acquired substantially all of the assets of MBMG Holding and its affiliates for $45 million in a section 363 sale that closed on December 12, 2024. The court found Conviva to be a good-faith purchaser under section 363(m).

Why did MBMG Holding file for bankruptcy?

The company, which operated Clinical Care Medical Centers, carried roughly $479 million of funded debt from a private equity leveraged buyout while facing reduced Medicare and Medicaid reimbursement and rising post-pandemic costs. It filed chapter 11 to implement a prearranged going-concern sale rather than attempt a standalone reorganization.

What did creditors recover under the plan?

The confirmation declaration projected first lien credit agreement claims to recover 0.7% to 3.1% and general unsecured claims 1.1% to 4.6%, with several junior classes projected to recover nothing. As of the quarter ending December 31, 2025, secured creditors had received about $31.4 million on roughly $460.5 million of allowed claims and general unsecured creditors had received no distributions.

Who is administering the MBMG estate after confirmation?

Brian Bonaviri serves as plan administrator. On the effective date, management and board authority shifted to the administrator, who is responsible for distributions and wind-down administration, and who has indicated an application for a final decree is expected by August 15, 2026.

For related restructuring coverage, see Cano Health's prearranged chapter 11, Caduceus Medical Group's 363 sale and liquidating trust, American Physician Partners' liquidating plan, and the Shopko Sun Capital settlement.