Possible Breach of Fiduciary Duty by the Board of Prospect Medical Holdings, Inc

Levi & Korsinsky is investigating the Board of Directors of Prospect Medical Holdings, Inc. PZZ for possible breaches of fiduciary duty and other violations of state law in connection with their attempt to sell the Company to an entity sponsored by Leonard Green & Partners, L.P. in which certain stockholders of Prospect will also participate. Under the terms of the transaction, Prospect Medical shareholders will receive $8.50 in cash for each Prospect Medical share of common stock they own for a total transaction value of approximately $363 million, including the assumption of debt. Some directors and officers of Prospect Medical that currently own nearly 50% of Prospect's outstanding shares have entered into a agreement in which they have agreed to vote all of their shares in favor of the transaction and have also agreed to exchange approximately 6.2 million of their Prospect shares for equity interests in the sponsored purchasing entity in lieu of their receipt of the cash merger consideration for those shares. The investigation concerns whether the Prospect Medical Board of Directors breached their fiduciary duties to Prospect Medical stockholders by failing to adequately shop the Company before entering into this transaction and whether Green is underpaying for Prospect Medical shares, thus unlawfully harming Prospect Medical stockholders. In particular, at least one analyst set a price target for Prospect Medical stock of $16.20 per share.