CERTAIN LEGAL MATTERS | CERTAIN LEGAL MATTERS United Litigation As previously disclosed, the Company and its wholly owned operating subsidiary ARA OpCo were named as defendants in a complaint filed by three affiliates of UnitedHealth Group Incorporated (“United”) in the United States District Court for the Southern District of Florida (the “Court”) on July 1, 2016. On August 12, 2016, ARA and ARA OpCo each filed a motion to dismiss the action. On September 2, 2016, plaintiffs filed an amended complaint, dropping one of the United affiliates as a plaintiff. On September 30, 2016, the Company and ARA OpCo each filed a motion to dismiss the amended complaint. On January 17, 2017, plaintiffs filed a motion seeking to file a second amended complaint, which would add American Renal Management LLC (“ARM”) as a defendant. On March 13, 2017, the Court granted leave to amend, and United filed its second amended complaint on the same day. On May 8, 2017, the Court granted the Company’s motion to dismiss for lack of personal jurisdiction and dismissed the Company from the lawsuit without prejudice. The lawsuit remains pending against ARA OpCo and ARM. ARA OpCo and ARM moved to dismiss the second amended complaint on March 27, 2017. The Court held a hearing on ARA OpCo and ARM's motions to dismiss the second amended complaint on June 23, 2017. On March 27, 2018, the Court entered an order granting the motion to dismiss in part and denying the motion in part. The second amended complaint relates to 30 patients who have received, and some of whom continue to receive, dialysis at 12 clinics in Florida and Ohio and who obtained coverage under one of United’s ACA-compliant individual marketplace plans. The plaintiffs assert various state law claims and allege violations of certain state laws that prohibit false insurance claims, healthcare kickbacks, patient brokering, and violations of the applicable commercial plan agreements in connection with, among other things, premium payment assistance by the American Kidney Fund. The second amended complaint seeks unspecified actual, consequential and punitive monetary damages, together with interest and costs, and declaratory and injunctive relief, as well as attorney’s fees and court costs. Jurisdictional discovery was completed and merits discovery has commenced and is continuing. The Company has received letters from other insurance companies seeking information regarding matters relating to the insurance companies’ covered patients similar in nature to the matters underlying the United complaint. On March 30, 2018, two affiliates of United, United Healthcare Insurance Company and United Healthcare Services, Inc. (together, “United Healthcare”), filed a complaint in the United States District Court for the District of Massachusetts against ARA OpCo and ARM. The complaint relates to patients who received, and some of whom continue to receive, dialysis at ARA OpCo facilities and who were insured under one of United Healthcare's commercial employer group health plans or COBRA plans. The plaintiffs assert various state law claims and allege violations of certain state laws that prohibit unfair or deceptive acts or practices in business transactions, healthcare kickbacks and false insurance claims in connection with, among other things, the submission of claims to United Healthcare, the referral of patients to ARA OpCo clinics by ARA OpCo’s nephrologist partners and premium payment assistance by the AKF. With respect to these claims, the complaint seeks unspecified actual, consequential and punitive monetary damages, together with interest and costs, as well as attorney’s fees and court costs. The plaintiffs also seek restitution and declaratory and injunctive relief, as well as attorney's fees and costs, under the Employee Retirement Income and Security Act of 1974 and other federal law for alleged violations of the applicable commercial plan agreements. We believe these lawsuits are without merit and will continue to vigorously defend ourselves. We expect to remain in active litigation with respect to the foregoing matters, and we also have continued to explore all our options for the resolution of our disputes with United, including settlement discussions and/or mediation. Certain Other Legal Matters On August 31, 2016 and September 2, 2016, putative shareholder class action complaints were filed in the United States District Court for the Southern District of New York and the United States District Court for the District of Massachusetts, respectively, against the Company and certain officers and directors of the Company. Both complaints asserted federal securities law claims against the Company and the individual defendants under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder by the SEC, and, in addition, the complaint filed in the United States District Court for the Southern District of New York asserted claims under Sections 11 and 15 of the Securities Act. The complaints alleged that the Company made material misstatements or omissions, including in connection with its initial public offering filings and other public filings. The complaints sought unspecified damages on behalf of the individuals or entities that purchased or otherwise acquired the Company’s securities from April 20, 2016 to August 18, 2016. On October 26, 2016, the complaint filed in the Southern District of New York was voluntarily dismissed by the plaintiff without prejudice. On November 30, 2016, Lead Plaintiff was appointed for the putative shareholder class action complaint pending in the United States District Court for the District of Massachusetts, captioned Esposito, et al. v. American Renal Associates Holdings, Inc., et al. , No. 16-cv-11797 (the “Esposito Action”). On February 1, 2017, the Lead Plaintiff in the Esposito Action filed an amended complaint against the Company, certain former and current officers and directors of the Company, Centerbridge Capital Partners L.P., and certain of the underwriters in our initial public offering. The amended complaint asserts federal securities laws claims under Securities Act Sections 11 and 15, as well as Exchange Act Sections 10(b) and 20(a) and SEC Rule 10b-5. On May 18, 2017, the Company filed a motion to dismiss the amended complaint. On July 17, 2017, the Lead Plaintiff filed a consolidated opposition to the motions to dismiss. On August 16, 2017, the Company filed a reply brief in further support of its motion to dismiss. The Company intends to vigorously defend itself against these claims. On November 27, 2017, the Company and the Lead Plaintiff engaged in a mediation, following which the parties agreed in principle on the terms of a settlement. The parties thereafter engaged in negotiations regarding the final terms of such settlement and, on January 30, 2018, entered into a Stipulation of Settlement, which was filed with the Court on January 31, 2018. The Stipulation of Settlement, which is subject to Court approval, provides for a total settlement payment of $4,000 , inclusive of administrative fees and fees for the Lead Plaintiff’s counsel. The Company expects that substantially all of the settlement will be funded by insurance proceeds. The proposed settlement releases all claims asserted against the Company and the other named defendants in the Esposito Action without any liability or wrongdoing attributed to them. In addition, the Company received a demand letter, dated January 27, 2017, from Stephen Bushansky, a shareholder, relating to the subject matter covered by the United complaint and the class action complaints described above. By letter dated May 8, 2017, attorneys for the shareholder were informed that the board of directors had determined not to pursue potential claims against individuals as set forth in the demand letter. On May 23, 2017, the board of directors received further correspondence from the shareholder requesting additional information concerning the board's determination not to pursue potential claims against individuals. On June 6, 2017, the board sent a response letter to the shareholder declining to provide additional information. On October 25, 2017, Mr. Bushansky filed a derivative lawsuit purportedly on behalf of us against the members of our board of directors. The lawsuit was filed in the United States District Court for the District of Massachusetts. The lawsuit asserts claims for violations of Section 14(a) of the Exchange Act, breach of fiduciary duty, gross mismanagement, unjust enrichment and indemnification based on, generally, the subject matter covered by the United complaint and related class action complaints, alleged misstatements and omissions in the Company’s 2017 proxy statement, and the board of directors’ conduct in responding to the January 2017 demand letter. The lawsuit seeks, among other things, recovery of damages sustained by the Company as a result of the individual defendants’ alleged misconduct, reforms to the Company’s compliance, internal control systems and corporate governance practices and procedures, restitution, disgorgement, and costs and attorney’s fees. On January 26, 2018, the parties engaged in a mediation during which an agreement in principle to settle the case was reached. On March 29, 2018, the parties entered into a settlement agreement and filed the agreement with the Court. The settlement agreement, which is subject to Court approval, provides for, among other things, a settlement payment of $350 , inclusive of attorney’s fees, and certain corporate governance changes. The payment will be made by the Company’s insurer. The settlement will resolve the claims currently asserted against all defendants in the action without any liability or wrongdoing attributed to them. On January 3, 2017, the Company received a subpoena from the United States Attorney’s Office, District of Massachusetts, requesting information relating to the Company’s payments and other interactions with the AKF and any efforts to educate patients qualified or enrolled in Medicare or Medicaid about enrollment in ACA-compliant individual marketplace plans, among other related matters under applicable healthcare laws for the period from January 1, 2013 through the present. As it has done with the other regulators who have expressed interest in such matters, the Company has cooperated fully with the government and will continue to do so. In the event that the United States Attorney’s Office, District of Massachusetts, were to find violations of any federal criminal or civil laws, our business, financial condition and results of operations could be materially adversely affected. Other From time to time, we are subject to various legal actions and proceedings involving claims incidental to the conduct of our business, including contractual disputes and professional and general liability claims, as well as audits and investigations by various government entities, in the ordinary course of business. Based on information currently available, established reserves, available insurance coverage and other resources, we do not believe that the outcomes of any such pending actions, proceedings or investigations are likely to be, individually or in the aggregate, material to our business, financial condition, results of operations or cash flows. However, legal actions and proceedings are subject to inherent uncertainties and it is possible that the ultimate resolution of such matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or cash flows. No assurance can be given as to the timing or outcome of the legal matters discussed above, nor can any assurance be given as to whether the filing of these lawsuits and any inquiries will affect the Company’s other relationships, or the Company’s business generally. We cannot predict the outcome of any of these matters and an adverse result in one or more of them could have a material adverse effect on our business, results of operations and financial condition. Although we are not currently subject to any regulatory proceedings, in light of the heightened scrutiny with respect to the matters described above, there is no assurance that formal regulatory investigations or proceedings will not be commenced by any U.S. federal or state healthcare or other regulatory agencies. In addition, we may in the future be subject to additional inquiries, litigation or other proceedings or actions, regulatory or otherwise, arising in relation to the matters described above and related litigation and investigative matters. An unfavorable outcome of any such litigation or regulatory proceeding or action could have a material adverse effect on our business, financial condition and results of operations . We also record in Certain legal matters legal fees and other expenses relating to matters outside the ordinary course of our business. |