United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~February 7~~ March 25, 2013

Integrated Healthcare Holdings, Inc. ~~(Exact Name of Registrant as Specified in Charter)~~

(Exact Name of Registrant as Specified in Charter)

Nevada

0-23511

87-0573331

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1301 N. Tustin Avenue, Santa Ana, California 92705 (Address of Principal Executive Offices) (Zip Code)

	1301 North Tustin Avenue, Santa Ana, California	92705
	(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (714) 953-3503

__________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~Item 1.01. ~~ENTRY~~Entry ~~INTO~~Into Aa ~~MATERIAL~~Material ~~DEFINITIVE~~Definitive ~~AGREEMENT~~Agreement.

Amendment toNo. ~~Credit~~5 ~~Agreement~~to ~~with~~Revolving ~~Silver Point~~Loan Facility

On ~~February~~March 725, 2013, Integrated Healthcare Holdings, Inc. (“IHHI”) and its subsidiaries, WMC-A, Inc., WMC-SA, Inc., Chapman Medical Center, Inc. and Coastal ~~Communities~~ Communities Hospital, Inc. (together with IHHI, the “Company ”), entered into ~~an “~~Amendment ~~and~~No. ~~Restatement~~ 5 to ~~the~~ Credit and Security Agreement” and Limited Waiver (the “Revolving Loan Amendment”), ~~with~~which ~~SPCP~~amends ~~Group~~the ~~IV,~~Credit ~~LLC,~~and ~~SPCP~~Security ~~Group~~Agreement, ~~LLC,~~dated ~~and~~as ~~Silver~~of ~~Point~~August ~~Finance~~30, ~~LLC~~2010, as ~~the~~amended ~~Lender Agent~~ (~~collectively,~~ the “~~Silver~~Revolving ~~Point~~Loan ~~Entities~~Agreement”), ~~Pacific~~with ~~Coast~~MidCap ~~Holdings~~Funding ~~Investment~~IV, LLC, as ~~(“PCHI”)~~assigned ~~and~~to ~~Ganesha~~it ~~Realty~~from MidCap Financial, LLC, as ~~(“Ganesha”)~~administrative agent and a lender.

~~Under~~Among ~~the~~other ~~Amendment~~things, the ~~$80,000,000~~Revolving Credit Agreement, dated as of October 9, 2007, as amended, to which IHHI and the Silver Point Entities are parties (the “Credit Agreement”) was amended and restated in its entirety in the form of the “Amended and Restated Credit Agreement ($47,277,000 Term Loan)” ~~attached as Exhibit A to the~~ Amendment ~~(the~~provides ~~“Restated Credit Agreement”). The~~for ~~Restated Credit Agreement reflects changes to~~ the ~~terms of the Credit Agreement that were previously made under various amendments entered into by the Company since inception of the Credit Agreement in October 2007.~~following:

In· ~~addition,~~an ~~the~~increase ~~following~~in ~~new amendments were made to~~ the ~~Credit~~Revolving ~~Agreement~~Loan ~~and~~Commitment ~~reflected~~amount infrom ~~the~~$30,000,000 ~~Restated~~to ~~Credit Agreement:~~$35,000,000;

· ~~The~~the ~~Stated~~Applicable ~~Maturity~~Margin ~~Date~~ was ~~extended~~changed: to(a) ~~April~~from ~~13,~~3.00% ~~2016~~to 2.25% ~~The~~with ~~Credit~~respect ~~Agreement~~to ~~was~~Revolving ~~previously~~Loans ~~due~~bearing tointerest ~~mature~~upon onthe ~~April~~Base ~~13,~~Rate ~~2013~~and (b) from 5.00% to 4.25% for all other Revolving Loans and Obligations;

· ~~The annual interest rate applicable to~~ the ~~loans~~Commitment ~~under~~Expiry ~~the~~Date ~~Credit Agreement~~ was ~~modified~~extended ~~from the previous fixed rate of 14.5%~~ to ~~LIBOR~~March ~~plus 10%~~25, with the LIBOR floor set at 2% (the effective interest rate is currently 12%), except upon an Event of Default. The Company may elect from one, two or three months LIBOR interest periods, except in an Event of Default when the interest period may not exceed one month.2016;

· ~~The~~certain ~~principal~~modifications ~~balance~~were ~~under~~made ~~the Credit Agreement was increased from $46,350,000~~ to ~~$47,277,000~~the todefinitions ~~reflect~~of ~~new~~Permitted ~~borrowings~~Indebtedness byand ~~the~~Prepayment ~~Company~~Fee ~~under~~and the ~~Restated~~lockbox ~~Credit~~requirements; ~~Agreement.~~and

· ~~The~~the Company ~~repaid~~was ~~all~~granted ~~amounts~~a ~~owing~~waiver toof ~~SPCP~~certain ~~Group~~prior ~~IV,~~Events ~~LLC~~of Default or Defaults under the ~~Credit~~Revolving Loan Agreement, ~~consisting~~and of a ~~principal~~waiver ~~balance~~ of ~~$8,119,634 plus accrued interest of $19,622, and increased~~ the ~~principal~~requirement ~~amount owing~~ to ~~SPCP~~comply ~~Group,~~with ~~LLC under~~ the ~~Credit~~Fixed ~~Agreement~~Charge byCoverage ~~$9,046,634~~Ratio tocovenant ~~reflect~~for the ~~repayment~~Defined toPeriod ~~SPCP~~ending ~~Group~~March IV31, ~~LLC and other new borrowings~~2013.

· The ~~financial~~foregoing ~~covenants~~description ~~applicable~~of to the ~~Company~~Revolving ~~under~~Loan ~~the~~Amendment ~~Credit~~is not ~~Agreement~~complete ~~were~~and ~~amended,~~is ~~including~~qualified ~~the~~in ~~covenants~~its ~~requiring~~entirety ~~the~~by ~~Company~~reference to ~~maintain~~copy ~~minimum~~of ~~levels~~such ofagreement, ~~EBITDA~~which (is attached as Exhibit 99.1 to this Current Report on Form 8-K. The foregoing summary should be read in connection with such exhibit. Capitalized terms used but not defined in this Report have the ~~Restated~~meanings ~~Credit~~that ~~Agreement)~~are used or set forth in the Revolving Loan Amendment.

·Item ~~Upon~~2.03. ~~receipt~~Creation ~~by the Company~~ of ~~enhanced~~a ~~federal~~Direct ~~matching~~Financial ~~funds~~Obligation ~~from~~or ~~Medi-Cal~~an ~~under~~Obligation ~~the Quality Assurance Fee Program (defined as “Net QAF Funds”~~ under ~~the~~an ~~Restated~~Off-Balance ~~Credit~~Sheet ~~Agreement),~~Arrangement ~~the Company is required to make certain prepayments~~ of ~~principal~~a ~~under its Revolving Loan Agreement with MidCap Financial, LLC~~Registrant.

·The Adisclosure ~~prepayment~~under ~~fee~~Item ~~was~~1.01 ~~established~~of ~~for~~this ~~voluntary~~Report ~~prepayments~~is incorporated under ~~the~~this ~~Credit~~Item ~~Agreement~~by ~~equal to 5% for prepayments made on or prior to December 31, 2013, and 2% for prepayments made after January 1, 2014 and before December 31, 2014~~reference.

2ITEM 9.01 Financial Statements and Exhibits.

~~Warrant~~(d) ~~Transactions~~Exhibits.

In connection with the Amendment, on February 7, 2013, IHHI entered into the following transactions involving warrants:

EXHIBIT NUMBER	DESCRIPTION
99.1	Amendment No. 5 to Credit and Security Agreement, dated March 25, 2013, by and among the Company and MidCap Funding IV, LLC, as Agent and lender.

IHHI entered into a Warrant Repurchase Agreement with SPCP Group IV, LLC pursuant to which IHHI repurchased the outstanding Common Stock Warrant issued to SPCP Group IV, LLC on or about April 13, 2010 (the “Cancelled Warrant”). The Cancelled Warrant entitled the holder to purchase an aggregate of 16,817,365 shares of IHHI Common Stock at an exercise price of $0.07 per share. The Cancelled Warrant was repurchased by IHHI for a purchase price of $0.12 per share minus the exercise price of $0.07 per share, or a net purchase price of $0.05 per share, multiplied by 16,817,365 shares exercisable under the Warrant, or an aggregate purchase price of $840,868.25.2

Immediately following the warrant repurchase, IHHI issued a new Common Stock Warrant to SPCP Group, LLC for a price of $0.05 per share, on the same terms as the Cancelled Warrant entitling the holder to purchase an aggregate of 16,817,365 shares of Common Stock at an exercise price of $0.07 per share, except that the new warrant expires on April 13, 2016.SIGNATURES

~~Simultaneous~~Pursuant ~~with the transactions described above, IHHI also extended the expiration date from April 13, 2013~~ to ~~April 13, 2016 for (i)~~ the ~~warrant~~requirements ~~held by SPCP Group, LLC to purchase 79,182,635 shares at an exercise price~~ of ~~$0.07 per share, (ii)~~ the ~~warrant held by Dr. Kali P. Chaudhuri, M.D. to~~Securities ~~purchase~~Exchange ~~170,000,000~~Act ~~shares at an exercise price~~ of ~~$0.07 per share~~1934, ~~and (iii)~~ the ~~warrant~~registrant ~~held~~has byduly ~~KPC~~caused ~~Resolution~~this ~~Company,~~report ~~LLC~~ to ~~purchase~~be ~~139,000,000~~signed ~~shares~~on atits anbehalf ~~exercise~~by ~~price of $0.07 per share. The extension of~~ the ~~warrant~~undersigned ~~expiration~~hereunto ~~date~~duly ~~was intended to conform the term of the warrants to that of the Restated Credit~~authorized.

Amendment to Revolving Loan Facility with MidCap

	INTEGRATED HEALTHCARE HOLDINGS, INC.

Date: March 29, 2013	By:	/s/ Steven R. Blake
		Steven R. Blake
		Chief Financial Officer

On February 7, 2013, the Company entered into “Amendment No. 4 to Credit and Security Agreement and Limited Consent” (the “Revolving Loan Amendment”) with MidCap Funding IV, LLC and Silicon Valley Bank, as lenders (the “Lenders”), and MidCap Financial, LLC, as agent (the “Agent”).3

The Revolving Loan Amendment amends the Credit and Security Agreement, dated as of August 30, 2010, as amended, to which the Company, the Lenders and the Agent are parties (the “ Revolving Loan Agreement”), to reflect the following changes:

· The maximum face amount of the Letter of Credit Liabilities permitted under the Revolving Loan Agreement was increased to $760,755.39, and the Lenders consented to the issuance of a Letter of Credit in the same amount by Wells Fargo Bank, National Association.

· The Commitment Expiry Date under the Revolving Loan Agreement was amended to allow for an extension from August 30, 2013 to January 31, 2014 at Agent’s and Lenders’ sole option, which option can be exercised at any time prior to March 31, 2013.

· The period during which the Prepayment Fee of 1% is applicable was extended from three years from the original closing date to the Commitment Expiry Date (if it is extended by the Agent and Lenders).

· The Agent and Lenders consented to the Company’s entry into the Amendment with the Silver Point Entities and the Restated Credit Agreement thereunder.

The foregoing descriptions of the Amendment, Restated Credit Agreement, Common Stock Warrant, Warrant amendments, and Revolving Loan Amendment are summary in nature and qualified in their entirety by copies of such agreements, copies of which are filed as exhibits hereto and incorporated by reference herein.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

The disclosure under Item 1.01 of this Report is hereby incorporated herein by reference.

The sale of securities referenced in Item 1.01 of this Report have not been registered under the Securities Act of 1933, as amended (“Securities Act”), or any state securities laws, and were sold in a private transaction exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number	Description
4.1	Warrant to purchase 16,817,365 shares of common stock, dated February 7, 2013, issued to SPCP Group, LLC (incorporated by reference to Exhibit 10.14 to the Registrant’s Quarterly Report on Form 10-Q filed on February 12, 2013).
4.2	Amendment No. 1 to Common Stock Warrant (79,182,635 shares), dated February 7, 2013, by and between IHHI and SPCP Group, LLC (incorporated by reference to Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-Q filed on February 12, 2013).
4.3	Amendment No. 1 to Common Stock Warrant (170,000,000 shares), dated February 7, 2013, by and between IHHI and Dr. Kali P. Chaudhuri, M.D. (incorporated by reference to Exhibit 10.16 to the Registrant’s Quarterly Report on Form 10-Q filed on February 12, 2013).
4.4	Amendment No. 1 to Common Stock Warrant (139,000,000 shares), dated February 7, 2013, by and between IHHI and KPC Resolution Company, LLC (incorporated by reference to Exhibit 10.15 to the Registrant’s Quarterly Report on Form 10-Q filed on February 12, 2013).
99.1	Amendment and Restatement to the Credit Agreement, dated February 7, 2013, by and among the Company, the Silver Point Entities, PCHI and Ganesha (incorporated by reference to Exhibit 10.12 to the Registrant’s Quarterly Report on Form 10-Q filed on February 12, 2013). *
99.2	Warrant Repurchase Agreement, dated February 7, 2013, by and between IHHI and SPCP Group IV, LLC (incorporated by reference to Exhibit 10.13 to the Registrant’s Quarterly Report on Form 10-Q filed on February 12, 2013). *
99.3	Amendment No. 4 to Credit and Security Agreement and Limited Consent, by and among the Company, MidCap Funding IV, LLC and Silicon Valley Bank, as lenders, and MidCap Financial, LLC, as agent (incorporated by reference to Exhibit 10.18 to the Registrant’s Quarterly Report on Form 10-Q filed on February 12, 2013). *

* Certain exhibits, schedules and/or annexes have been omitted. A copy of any omitted exhibit, schedule or annex will be furnished supplementally to the Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Integrated Healthcare Holdings, Inc. By: /s/ Steven R. Blake Name: Steven R. Blake Title: Chief Financial Officer

Date: February 12, 2013

Filing Compare · Integrated Healthcare Holdings Inc