SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
ADAPTHEALTH CORP.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per
share
(Title of Class of Securities)
00653Q102
(CUSIP Number)
Eric M. Albert
Assured Investment Management LLC
280 Park Avenue, 12th Floor
New York, New York 10017
212-905-5647
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 16, 2020
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note:Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See § 240.13d-7 for other
parties to whom copies are to be sent.
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The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
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The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
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| CUSIP No. 00653Q102 |
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Page 2 |
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1 |
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NAMES OF REPORTING PERSONS
Assured Investment Management LLC
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions)
(a) ☒ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS (See instructions)
OO
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
☐
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 |
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SOLE VOTING POWER
0
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8 |
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SHARED VOTING POWER
3,647,353
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9 |
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SOLE DISPOSITIVE POWER
0
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10 |
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SHARED DISPOSITIVE POWER
3,647,353
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,647,353
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)
☐
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5% (1)
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14 |
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TYPE OF REPORTING PERSON (See instructions)
IA
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| (1) |
The percentage set forth in Row 13 of this Cover Page
is based on the 56,334,882 shares of Class A Common Stock (as
defined in Item 1) outstanding as of August 4, 2020, as
reported on Form 10-Q (as
defined in Item 5).
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| CUSIP No. 00653Q102 |
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Page 3 |
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1 |
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NAMES OF REPORTING PERSONS
Assured Investment Management GP Holdings LLC
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions)
(a) ☒ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS (See instructions)
OO
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
☐
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 |
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SOLE VOTING POWER
0
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8 |
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SHARED VOTING POWER
2,804,585
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9 |
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SOLE DISPOSITIVE POWER
0
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10 |
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SHARED DISPOSITIVE POWER
2,804,585
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,804,585
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)
☐
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% (1)
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14 |
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TYPE OF REPORTING PERSON (See instructions)
OO
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| (1) |
The percentage set forth in Row 13 of this Cover Page
is based on the 56,334,882 shares of Class A Common Stock
outstanding as of August 4, 2020, as reported on Form
10-Q.
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| CUSIP No. 00653Q102 |
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Page 4 |
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1 |
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NAMES OF REPORTING PERSONS
BlueMountain Summit Opportunities GP II, LLC
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions)
(a) ☒ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS (See instructions)
OO
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
☐
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 |
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SOLE VOTING POWER
0
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8 |
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SHARED VOTING POWER
2,115,972
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9 |
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SOLE DISPOSITIVE POWER
0
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10 |
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SHARED DISPOSITIVE POWER
2,115,972
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,115,972
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)
☐
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8% (1)
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14 |
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TYPE OF REPORTING PERSON (See instructions)
OO
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| (1) |
The percentage set forth in Row 13 of this Cover Page
is based on the 56,334,882 shares of Class A Common Stock
outstanding as of August 4, 2020, as reported on Form
10-Q.
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| CUSIP No. 00653Q102 |
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Page 5 |
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1 |
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NAMES OF REPORTING PERSONS
BMSB L.P.
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions)
(a) ☒ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS (See instructions)
OO
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
☐
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 |
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SOLE VOTING POWER
0
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8 |
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SHARED VOTING POWER
2,115,972
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9 |
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SOLE DISPOSITIVE POWER
0
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10 |
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SHARED DISPOSITIVE POWER
2,115,972
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,115,972
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)
☐
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8% (1)
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14 |
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TYPE OF REPORTING PERSON (See instructions)
PN
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| (1) |
The percentage set forth in Row 13 of this Cover Page
is based on the 56,334,882 shares of Class A Common Stock
outstanding as of August 4, 2020, as reported on Form
10-Q.
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| CUSIP No. 00653Q102 |
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Page 6 |
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1 |
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NAMES OF REPORTING PERSONS
BlueMountain Foinaven GP, LLC
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions)
(a) ☒ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS (See instructions)
OO
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
☐
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 |
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SOLE VOTING POWER
0
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8 |
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SHARED VOTING POWER
688,613
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9 |
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SOLE DISPOSITIVE POWER
0
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10 |
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SHARED DISPOSITIVE POWER
688,613
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
688,613
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)
☐
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2% (1)
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14 |
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TYPE OF REPORTING PERSON (See instructions)
OO
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| (1) |
The percentage set forth in Row 13 of this Cover Page
is based on the 56,334,882 shares of Class A Common Stock
outstanding as of August 4, 2020, as reported on Form
10-Q.
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| CUSIP No. 00653Q102 |
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Page 7 |
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1 |
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NAMES OF REPORTING PERSONS
BlueMountain Foinaven Master Fund L.P.
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions)
(a) ☒ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS (See instructions)
OO
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
☐
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 |
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SOLE VOTING POWER
0
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8 |
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SHARED VOTING POWER
688,613
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9 |
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SOLE DISPOSITIVE POWER
0
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10 |
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SHARED DISPOSITIVE POWER
688,613
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
688,613
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)
☐
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2% (1)
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14 |
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TYPE OF REPORTING PERSON (See instructions)
PN
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| (1) |
The percentage set forth in Row 13 of this Cover Page
is based on the 56,334,882 shares of Class A Common Stock
outstanding as of August 4, 2020, as reported on Form
10-Q.
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| CUSIP No. 00653Q102 |
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Page 8 |
Item 1. Security of the Issuer.
This Amendment No. 2 amends the Schedule 13D related to the
shares of Class A Common Stock, par value $0.0001 per share
(the “Class A Common Stock”), of
AdaptHealth Corp., a Delaware corporation (the “Issuer”).
The Issuer’s principal executive office is located at 220 West
Germantown Pike, Suite 250, Plymouth Meeting, Pennsylvania
19462.
Item 2. Identity and Background.
Paragraphs (a), (b), (c) and (f) of the Schedule 13D are
hereby deleted and replaced with the following:
(a-c) This Statement is
being filed by the following beneficial owners of Class A
Common Stock (each, a “Reporting Person”):
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(i) |
BMSB L.P., a Delaware limited partnership
(“BMSB”), with respect to the Class A Common Stock
directly owned by it;
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(ii) |
BlueMountain Summit Opportunities GP II, LLC, a
Delaware limited liability company (“BMSB GP”), with respect
to the Class A Common Stock directly owned by BMSB;
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(iii) |
BlueMountain Foinaven Master Fund L.P., a Cayman
Islands exempted limited partnership (“BMFV” and, together
with BMSB, the “AssuredIM Funds”), with respect to the
Class A Common Stock directly owned by it;
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(iv) |
BlueMountain Foinaven GP, LLC, a Delaware limited
liability company (“BMFV GP” and, together with BMSB GP, the
“General Partners”), with respect to the Class A Common
Stock directly owned by BMFV;
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(v) |
Assured Investment Management GP Holdings LLC, a
Delaware limited liability company (f/k/a BlueMountain GP Holdings,
LLC) (“GP Holdings”), which serves as the sole owner of each
General Partner, with respect to the Class A Common Stock
directly owned by each AssuredIM Fund; and
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(vi) |
Assured Investment Management LLC, a Delaware limited
liability company (f/k/a BlueMountain Capital Management, LLC)
(“AssuredIM” or the “Investment Manager”), with
respect to the Class A Common Stock directly owned by it and
with respect to the Class A Common Stock directly owned by the
AssuredIM Funds and over which AssuredIM has investment
discretion.
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The principal business of: (i) each AssuredIM Fund is to serve
as a private investment fund; (ii) each General Partner is to
serve as the general partner of the applicable AssuredIM Fund;
(iii) GP Holdings is to serve as the sole owner of each of the
General Partners; and (iv) the Investment Manager is to serve
as investment manager to, and to make investment decisions on
behalf of, certain private investment funds including the AssuredIM
Funds.
The executive officers, directors and control persons of the
Reporting Persons are as follows:
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| David Buzen |
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Chief Executive Officer and Chief Investment
Officer of the Investment Manager; Chief Executive Officer and
Chief Investment Officer of GP Holdings |
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| Alan Gerstein |
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Manager of BMSB GP; Manager of BMFV GP |
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| Elizabeth Gile |
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Manager of BMSB GP |
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| Gary Linford |
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Manager of BMSB GP; Manager of BMFV GP |
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| Mark Shapiro |
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Manager of BMSB GP; Manager of BMFV GP |
The business address of BMFV is c/o Maples Corporate Services
Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The business
address of BMSB, each General Partner, GP Holdings, the Investment
Manager, Mr. Buzen, Mr. Gerstein, Ms. Gile and
Mr. Shapiro is 280 Park Avenue, 12th Floor, New York, New
York 10017. The business address of Mr. Linford is c/o
HighWater, Pavilion Commercial Centre, 1st Floor, 802 West Bay
Road, P.O. Box 30599, KY1-1203, Grand Cayman, Cayman
Islands.
(f) Mr. Buzen, Mr. Gerstein, Ms. Gile and
Mr. Shapiro are each U.S. citizens. Mr. Linford is a
South African citizen.
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| CUSIP No. 00653Q102 |
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Page 9 |
Item 5. Interest in Securities of the Issuer.
Paragraphs (a), (b) and (c) of the Schedule 13D are hereby
deleted and replaced with the following:
(a-b) All percentages set
forth in this Schedule 13D are based on the Issuer’s 56,334,882
shares of Class A Common Stock outstanding as of
August 4, 2020, as reported on the Issuer’s Form 10-Q filed with the Securities and
Exchange Commission on August 7, 2020 (“Form 10-Q”). The information set forth
in Rows 7-13 of each Cover
Page of this Schedule 13D is hereby incorporated herein by
reference.
Each General Partner and GP Holdings expressly declare that this
filing shall not be construed as an admission that each is, for the
purposes of sections 13(d) or 13(g) of the Act, the beneficial
owner of any securities covered by this filing. AssuredIM expressly
declares that this filing shall not be construed as an admission
that it is, for the purposes of sections 13(d) or 13(g) of the Act,
the beneficial owner of any securities owned by the AssuredIM
Funds.
None of the Reporting Persons beneficially own any other shares of
Class A Common Stock of the Issuer.
(c) During the last 60 days, no transactions in the Class A
Common Stock were effected by any of the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended to include the
following:
(viii) Amendment to Put/Call Option and Consent Agreement
On October 16, 2020, the Issuer entered into an Amendment to
Put/Call Option and Consent Agreement (the “Put/Call Option
Agreement Amendment”) with BMSB, BMFV and the other parties
identified therein (the “Option Parties”) pursuant to which
the Issuer and the Option Parties agreed to amend the Put/Call
Option Agreement by and among the Issuer and the Option Parties
dated as of May 25, 2020 to extend the exercise period under
such agreement to December 31, 2020.
The foregoing description of the Put/Call Option Agreement
Amendment is a summary only and is qualified in its entirety by
reference to the Put/Call Option Agreement Amendment, which is
filed as Exhibit 4 hereto and is incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits.
Item 7 of the 13D is hereby amended to include the following:
12. Put/Call Option and Consent Agreement Amendment dated as of
October 16, 2020 by and among the parties identified therein,
attached as Exhibit 4 hereto.
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| CUSIP No. 00653Q102 |
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Page 10 |
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set
forth in this statement with respect to the undersigned is true,
complete and correct.
Date: October 20, 2020
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| ASSURED INVESTMENT MANAGEMENT LLC |
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| By: |
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/s/ ERIC
M. ALBERT |
| Name: Eric M. Albert, Chief Compliance
Officer |
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| ASSURED INVESTMENT MANAGEMENT GP
HOLDINGS LLC |
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| By: |
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/s/ ERIC
M. ALBERT |
| Name: Eric M. Albert, Chief Compliance
Officer |
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| BLUEMOUNTAIN SUMMIT OPPORTUNITIES GP
II, LLC |
| BY: ASSURED INVESTMENT MANAGEMENT GP
HOLDINGS LLC |
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| By: |
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/s/ ERIC
M. ALBERT |
| Name: Eric M. Albert, Chief Compliance
Officer |
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| BMSB L.P. |
| BY: BLUEMOUNTAIN SUMMIT OPPORTUNITIES
GP II, LLC |
| BY: ASSURED INVESTMENT MANAGEMENT GP
HOLDINGS LLC |
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| By: |
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/s/ ERIC
M. ALBERT |
| Name: Eric M. Albert, Chief Compliance
Officer |
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| BLUEMOUNTAIN FOINAVEN GP, LLC |
| BY: ASSURED INVESTMENT MANAGEMENT GP
HOLDINGS LLC |
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| By: |
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/s/ ERIC
M. ALBERT |
| Name: Eric M. Albert, Chief Compliance
Officer |
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| BLUEMOUNTAIN FOINAVEN MASTER FUND
L.P. |
| BY: BLUEMOUNTAIN FOINAVEN GP, LLC |
| BY: ASSURED INVESTMENT MANAGEMENT GP
HOLDINGS LLC |
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| By: |
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/s/ ERIC
M. ALBERT |
| Name: Eric M. Albert, Chief Compliance
Officer |
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| CUSIP No. 00653Q102 |
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Page 11 |
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner
of the filing person), evidence of the representative’s authority
to sign on behalf of such person shall be filed with the statement;
provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
