AdaptHealth Announces Proposed Offering of $500 Million Senior Notes Due 2029
December 14 2020 - 7:30AM
Business Wire
AdaptHealth Corp. (NASDAQ: AHCO) (“AdaptHealth” or the
“Company”), a leading provider of home healthcare equipment,
medical supplies to the home and related services in the United
States, announced today that its subsidiary, AdaptHealth LLC (the
“Issuer”), has commenced, subject to market and other conditions,
an offering of $500 million aggregate principal amount of senior
notes due 2029 (the “senior notes”).
The gross proceeds from the offering will be deposited into a
segregated escrow account pending completion of the Company’s
previously announced acquisition of AeroCare Holdings, Inc.
(“AeroCare”). At the closing of the AeroCare acquisition, the net
proceeds from the offering will be released from escrow and,
together with term loan borrowings and cash on hand, will be used
to finance the cash portion of the consideration for the AeroCare
acquisition and to pay related fees and expenses. The gross
proceeds from the offering will replace the outstanding bridge
commitment the Issuer has in place with Jefferies Finance LLC in
connection with funding the AeroCare acquisition.
The AeroCare acquisition is expected to close in the first
quarter of 2021, subject to customary closing conditions. If the
AeroCare acquisition is not completed by May 31, 2021 (or such
earlier date on which the Issuer determines that the escrow release
conditions cannot be satisfied), the Issuer will be required to
redeem the senior notes at a redemption price equal to 100% of the
principal amount of the senior notes, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date.
The senior notes will be guaranteed by certain of the Issuer’s
current and future subsidiaries (including AeroCare and its
subsidiaries after the consummation of the AeroCare acquisition),
as well as the Issuer’s direct parent, AdaptHealth Intermediate
Holdco LLC, on a senior unsecured basis.
The senior notes and related guarantees are being offered only
to investors who are reasonably believed to be “qualified
institutional buyers” in reliance on the exemption from
registration set forth in Rule 144A under the Securities Act of
1933, as amended (the “Securities Act”), and outside the United
States to non-U.S. persons in reliance on the exemption from
registration set forth in Regulation S under the Securities Act.
The senior notes and the related guarantees have not been
registered under the Securities Act, or the securities laws of any
state or other jurisdiction, and may not be offered or sold in the
United States without registration or an applicable exemption from
the Securities Act and applicable state securities or blue sky laws
and foreign securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of senior notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
About AdaptHealth Corp.
AdaptHealth is a leading provider of home healthcare equipment,
medical supplies to the home and related services 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 (i) sleep therapy equipment, supplies and related services
(including CPAP and bi PAP services) to individuals suffering from
obstructive sleep apnea, (ii) medical devices and supplies to
patients for the treatment of diabetes (including continuous
glucose monitors and insulin pumps), (iii) home medical equipment
(HME) to patients discharged from acute care and other facilities,
(iv) oxygen and related chronic therapy services in the home, and
(v) other HME medical devices and supplies on behalf of chronically
ill patients with wound care, urological, incontinence, ostomy and
nutritional supply needs. 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. AdaptHealth
services approximately 1.8 million patients annually in all 50
states through its network of 269 locations in 41 states.
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 and the Company’s acquisition pipeline. These
statements are based on various assumptions and on the current
expectations of AdaptHealth 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 the Company.
These forward-looking statements are subject to a number of
risks and uncertainties, including the outcome of judicial and
administrative proceedings to which the Company may become a party
or governmental investigations to which the Company may become
subject that could interrupt or limit the Company’s operations,
result in adverse judgments, settlements or fines and create
negative publicity; changes in the Company’s clients’ preferences,
prospects and the competitive conditions prevailing in the
healthcare sector; and the impact of the coronavirus (COVID-19)
pandemic and the Company’s response to it. A further description of
such risks and uncertainties can be found in the Company’s filings
with the Securities and Exchange Commission from time to time. 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 the
Company presently knows or that the Company 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 the Company’s expectations,
plans or forecasts of future events and views as of the date of
this press release. The Company anticipates that subsequent events
and developments will cause the Company’s assessments to change.
However, while the Company may elect to update these
forward-looking statements at some point in the future, the Company
specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing the Company’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.
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version on businesswire.com: https://www.businesswire.com/news/home/20201214005420/en/
AdaptHealth Corp. Jason Clemens, CFA Chief Financial
Officer (484) 301-6599 jclemens@adapthealth.com Brittany Lett Vice
President, Marketing (909) 915-4983 blett@adapthealth.com The
Equity Group Inc. Devin Sullivan Senior Vice President (212)
836-9608 dsullivan@equityny.com Kalle Ahl, CFA Vice President (212)
836-9614 kahl@equityny.com
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