UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
AdaptHealth
Corp.
(Exact
name of registrant as specified in its charter)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event
Reported): January 1, 2020
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Delaware
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001-38399
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82-3677704
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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220 West Germantown Pike, Suite 250
Plymouth Meeting, PA
(address of principal executive offices)
19462
(zip code)
(610) 630-6357
(Registrant’s telephone number, including area code)
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the
Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 UR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CPR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, par value $0.0001 per share
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AHCO
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The Nasdaq Stock Market LLC
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 1, 2020,
AdaptHealth LLC (“Buyer”), a Delaware limited liability company and wholly-owned indirect subsidiary of AdaptHealth
Corp., a Delaware corporation (the “Company”), completed its previously announced acquisition of NRE Holding Corporation,
a Delaware corporation (“NRE”) and subsidiary of McKesson Medical-Surgical, Inc., a Virginia corporation (“Seller”),
pursuant to the Securities Purchase Agreement, dated as of November 21, 2019 (the “Agreement”), by and among Buyer,
Seller, NRE and McKesson Patient Care Solutions, Inc., a Pennsylvania corporation and wholly-owned subsidiary of NRE (“PCS”).
On the terms and subject to the conditions set forth in the Agreement, at the closing of the Transaction (the “Closing”),
Buyer purchased from Seller all of the issued and outstanding equity interests of NRE (the “Transaction”).
Pursuant
to the Agreement, Buyer paid an amount in cash equal to $14 million minus certain adjustments for cash, indebtedness, transaction
expenses and net working capital (as compared to an agreed target net working capital amount) to Seller at the Closing. In addition, Buyer may be required to make an additional payment of $1,500,000
to Seller following the Closing pursuant to the terms and conditions of a Transition Services Agreement entered into in connection
with the Closing. The total
amount of Buyer’s investment in NRE, including restructuring costs relating to the integration of NRE’s business into the Company’s
platform, is expected to be approximately $30 million.
Item 7.01 Regulation FD Disclosure.
On January 3, 2020,
the Company issued a press release announcing the consummation of the Transaction, a copy of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference. Such exhibit and the information set
forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated
by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Forward-looking Statements
Certain statements
in this Current Report on Form 8-K may constitute “forward-looking statements” for purposes of the federal securities
laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations,
hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking
statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts
and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not
be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking
statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events
or otherwise, except as may be required under applicable securities laws.
As a result of a number
of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed
or implied by these forward-looking statements. A further description of such risks and uncertainties can be found in the Company’s
filings with the Securities and Exchange Commission, including the Company’s definitive proxy statement in connection with
the solicitation of proxies from its stockholders filed with the Securities and Exchange Commission on October 23, 2019.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements
required by this item with respect to the Transaction will be filed as soon as practicable, and in any event not later than 71
days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.
(b) Pro Forma Financial Information.
The pro forma financial
information required by this item with respect to the Transaction will be filed as soon as practicable, and in any event not later
than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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AdaptHealth Corp.
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By:
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/s/ Gregg Holst
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Gregg Holst
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Chief Financial Officer
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Dated: January 7, 2020
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Exhibit 99.1
FOR IMMEDIATE RELEASE
ADAPTHEALTH CORP. ACQUIRES PATIENT CARE SOLUTIONS
BUSINESS
FROM MCKESSON CORPORATION
NAMES RODNEY CARSON PRESIDENT OF ADAPTHEALTH
PATIENT CARE SOLUTIONS
Plymouth Meeting, PA –
January 3, 2020 – AdaptHealth Corp. (NASDAQ: AHCO) (“AdaptHealth”), the third largest provider of home
medical equipment (“HME”) in the United States, announced today that it has closed the previously announced
acquisition of the Patient Care Solutions business from McKesson Corporation and named healthcare industry veteran Rodney
Carson, as President of the newly-formed AdaptHealth Patient Care Solutions (“AdaptHealth PCS”). The PCS
acquisition adds urological and ostomy products to AdaptHealth’s HME product portfolio and increases the
company’s footprint in areas such as wound care, breast pumps, incontinence supplies, and diabetic care.
Mr. Carson brings nearly two decades of
healthcare operations experience to AdaptHealth PCS. He most recently served as President and CEO of CCS Medical, one of the country’s
leading providers of home medical supplies. Prior to CCS, Mr. Carson was President of Operations of MDLIVE, a national provider
of telemedicine services, as well as EVP of Operations at NationsHealth, and President of Liberty Medical Supply.
“We believe that AdaptHealth PCS
is an important component of AdaptHealth’s continued expansion of its HME supply business and will allow AdaptHealth to further
enrich our product portfolio and offer our patients, healthcare professionals and commercial payor partners a truly robust suite
of products,” said Luke McGee, CEO of AdaptHealth. “Rodney is an experienced, proven and creative leader who brings
to AdaptHealth PCS a record of success in building businesses, enhancing customer experiences, and driving operational efficiencies.
He is an ideal choice to help implement our growth strategies and we are excited to welcome him to our team.”
“I am honored to be joining AdaptHealth
to lead the Patient Care Solutions business at this important moment in the company’s history,” said Mr. Carson. “I
believe the company is well-positioned to successfully execute its role as a full-service provider of home medical equipment and
supplies that places the highest priority on its patients and partners.”
About AdaptHealth Corp.
AdaptHealth Corp. (“AdaptHealth”)
is the third largest provider of home medical equipment in the United States. AdaptHealth provides a full suite of medical products
and solutions designed to help patients manage chronic conditions in the home, adapt to life and thrive. Product and services
offerings include sleep therapy equipment (CPAP and BiPAP machines and supplies), respiratory equipment (including oxygen, invasive
and non-invasive ventilation), mobility equipment, wheelchairs, walkers, and hospital beds. AdaptHealth also provides custom bracing
services, hospice focused HME services, wound therapy and nutritional HME services. The company is proud to partner with an extensive
and highly diversified network of referral sources, including acute care hospitals, sleep labs, pulmonologists, skilled nursing
facilities, and clinics. AdaptHealth services beneficiaries of Medicare, Medicaid and commercial insurance payors. As of September
30, 2019, AdaptHealth services over one million patients annually in 49 states through its network of 189 locations. Learn more
at www.adapthealth.com.
Forward-Looking Statements
This press release includes certain statements
that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States
Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not
limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics and
projections of market opportunity and expectations. These statements are based on various assumptions and on the current expectations
of AdaptHealth Corp. management and are not predictions of actual performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many actual events and circumstances are beyond the control of AdaptHealth Corp. These forward-looking
statements are subject to a number of risks and uncertainties, including the outcome of judicial and administrative proceedings
to which AdaptHealth Corp. may become a party or governmental investigations to which AdaptHealth Corp. may become subject that
could interrupt or limit AdaptHealth Corp.’s operations, result in adverse judgments, settlements or fines and create negative
publicity; changes in AdaptHealth Corp.’s clients’ preferences, prospects and the competitive conditions prevailing
in the healthcare sector. A further description of such risks and uncertainties can be found in AdaptHealth Corp.’s filings
with the Securities and Exchange Commission. If the risks materialize or assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking statements. There may be additional risks that AdaptHealth Corp. presently
knows or that AdaptHealth Corp. currently believes are immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements reflect AdaptHealth Corp.’s expectations, plans
or forecasts of future events and views as of the date of this press release. AdaptHealth anticipates that subsequent events and
developments will cause AdaptHealth Corp.’s assessments to change. However, while AdaptHealth Corp. may elect to update these
forward-looking statements at some point in the future, AdaptHealth Corp. specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as representing AdaptHealth Corp.’s assessments as of any date subsequent
to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Contact:
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AdaptHealth Corp.
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The Equity Group Inc.
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Brittany Lett
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Devin Sullivan
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Vice President, Marketing
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Senior Vice President
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(909) 915-4983
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(212) 836-9608
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blett@adapthealth.com
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dsullivan@equityny.com
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Kalle Ahl, CFA
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Vice President
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(212) 836-9614
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kahl@equityny.com
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