(Address, Including Zip
Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
(Name, Address, Including
Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
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 7(a)(2)(B) of the Securities Act. ¨
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
We make forward-looking statements in this
prospectus, any prospectus supplement and the documents incorporated by reference herein and therein within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations for future financial
performance, business strategies or expectations for our business. These statements may be preceded by, followed by or include
the words “may,” “might,” “will,” “will likely result,” “should,” “estimate,”
“plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,”
“believe,” “seek,” “continue,” “target” or similar expressions.
These forward-looking statements are based
on information available to us as of the date they were made, and involve a number of risks and uncertainties which may cause them
to turn out to be wrong. 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. Some factors that could cause
actual results to differ include:
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competition and the ability of our business to grow and manage growth profitably;
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changes in applicable laws or regulations;
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fluctuations in the U.S. and/or global stock markets;
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the possibility that we may be adversely affected by other economic, business, and/or competitive factors;
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the impact of the coronavirus (COVID-19) pandemic and our response to it;
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failure to consummate or realize the expected benefits of the acquisition of AeroCare Holdings, Inc.; and
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other risks and uncertainties set forth in this prospectus or in any applicable prospectus supplement, as well as the documents
incorporated by reference herein and therein.
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FREQUENTLY USED TERMS
“A&R AdaptHealth Holdings LLC
Agreement” means the Fifth Amended and Restated Limited Liability Company Agreement of AdaptHealth Holdings, dated as
of November 8, 2019;
“A&R Registration Rights Agreement”
means the Amended and Restated Registration Rights Agreement, dated as of July 1, 2020, by and among AdaptHealth, AdaptHealth Holdings,
and certain investors party thereto, as amended on December 1, 2020;
“AdaptHealth Holdings”
means AdaptHealth Holdings LLC, a Delaware limited liability company
“AdaptHealth Units” means
units representing limited liability company interests in AdaptHealth Holdings;
“Business Combination”
means our business combination with AdaptHealth Holdings, which we completed on November 8, 2019;
“Class A Common Stock”
means our Class A Common Stock, par value $0.0001 per share;
“Class B Common Stock”
means our Class B Common Stock, par value $0.0001 per share;
“Common Stock” means
our Class A Common Stock and our Class B Common Stock, collectively;
“Consideration Unit”
means one AdaptHealth Unit together with one share of Class B Common Stock;
“Deerfield Private Design Fund
IV” means Deerfield Private Design Fund IV, L.P.;
“Deerfield Management”
means, collectively, entities affiliated with Deerfield Management Company, L.P.;
“Deerfield Partners”
means Deerfield Partners, L.P., a Delaware limited partnership;
“Exchange Agreement”
means the Exchange Agreement, dated as of November 8, 2019, by and among AdaptHealth, AdaptHealth Holdings, and holders of AdaptHealth
Units;
“OEP Investment” means
the investment whereby the OEP Purchaser purchased, on July 1, 2020, in a private placement, 10,930,471 shares of Class A Common
Stock and 39,706 shares of Series A Preferred Stock for an aggregate purchase price of $190 million;
“OEP Purchaser” means
OEP AHCO Investment Holdings, LLC, a Delaware limited liability company;
“RAB Ventures” means
RAB Ventures (DFB) LLC;
“Series A Preferred Stock”
means the series of preferred stock of the Company designated as “Series A Convertible Preferred Stock,” par value
$0.0001 per share;
“Series B-1 Preferred Stock”
means the series of preferred stock of the Company designated as “Series B-1 Convertible Preferred Stock,” par value
$0.0001 per share;
“Series B-2 Preferred Stock”
means the series of preferred stock of the Company designated as “Series B-2 Convertible Preferred Stock,” par value
$0.0001 per share;
“Series C Preferred Stock”
means the series of preferred stock of the Company to be designated as “Series C Convertible Preferred Stock,” par
value $0.0001 per share; and
“Sponsor” means Deerfield/RAB
Ventures LLC.
THE COMPANY
We
are a leading provider of home healthcare equipment, medical supplies to the home and related services in the United States. We
focus primarily on providing (i) sleep therapy equipment, supplies and related services (including continuous positive airway pressure
and bilevel positive airway pressure 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. We service beneficiaries of Medicare, Medicaid and commercial insurance payors.
As of September 30, 2020, we serviced approximately 1.8 million patients annually in all 50 states through our network of 269 locations
in 41 states.
We were originally formed in November 2017
as a special purpose acquisition company under the name DFB Healthcare Acquisitions Corp. for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination involving one or more
businesses. On November 8, 2019, we completed our initial business combination with AdaptHealth Holdings. As part of the Business
Combination, we changed our name from DFB Healthcare Acquisitions Corp. to AdaptHealth Corp.
Our principal executive office is located
at 220 West Germantown Pike, Suite 250, Plymouth Meeting, Pennsylvania 19462, and its telephone number is (610) 630-6357. Our website
is https://www.adapthealth.com. The information on our website does not constitute part of, and is not incorporated by reference
in, this prospectus or any accompanying prospectus supplement, and you should not rely on our website or such information in making
a decision to invest in our securities.
Recent Developments
AeroCare Acquisition
On December 1, 2020, we entered into a merger
agreement (the “Merger Agreement”) pursuant to which we agreed to acquire AeroCare Holdings, Inc. (“AeroCare”),
subject to the satisfaction or waiver of certain conditions as described in the Merger Agreement (the “AeroCare Acquisition”).
The purchase price for the AeroCare Acquisition consists of $1.1 billion in cash plus shares of Class A Common Stock and shares
of Series C Preferred Stock, representing, in the aggregate, on an as-converted basis, the economic equivalent of 31 million shares
of Class A Common Stock, subject to customary adjustments to the cash portion of such consideration for cash, indebtedness, transaction
expenses and net working capital (as compared to an agreed target net working capital amount) and certain other adjustments and
subject to escrows to fund certain potential indemnification matters and potential amounts owed by AeroCare equityholders with
respect to post-closing purchase price adjustments, if any. We intend to fund the cash portion of the consideration for the AeroCare
Acquisition and associated costs through cash on hand and incremental debt.
The obligations of the parties to consummate
the transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver of, among other closing conditions,
the accuracy of the representations and warranties in the Merger Agreement, the compliance by the parties with the covenants in
the Merger Agreement, the absence of any legal order barring the AeroCare Acquisition, the termination or expiration of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the receipt of certain regulatory approvals.
Our obligation to effect the closing is also subject to the satisfaction or waiver of the condition that no more than 3.5% of the
shares of common stock of AeroCare issued and outstanding as of immediately prior to the closing have properly demanded appraisal
for such shares pursuant to Section 262 of the General Corporation Law of the State of Delaware.
Pursuant to the Merger Agreement, the parties
are provided with customary termination rights, including the right of either party to terminate the Merger Agreement if the consummation
of the AeroCare Acquisition has not occurred on or prior to May 31, 2021 unless the party electing to terminate the Merger Agreement
is in breach of its representations or obligations under the Merger Agreement and such breach caused the failure of a condition
to closing or was the primary cause of the failure to consummate the closing prior to outside date. We will be required to pay
a termination fee to AeroCare equal to $60 million if the Merger Agreement is terminated for breach by us that primarily gives
rise to the failure of certain conditions to closing of AeroCare or for our failure to close when required. The AeroCare Acquisition
is expected to close in the first quarter of 2021 subject to the satisfaction of the closing conditions as described above.
In connection with the entry into the Merger
Agreement, we entered into a debt commitment letter, dated as of December 1, 2020, pursuant to which Jefferies Finance LLC (together
with any additional commitment parties party thereto) committed to provide to us (i) a senior secured term loan B facility (the
“Term B Facility”) in an aggregate principal amount of up to $900.0 million and (ii) a senior unsecured bridge facility
(the “Bridge Facility”) in an aggregate principal amount of up to $450.0 million, on the terms and subject to certain
conditions as described in the debt commitment letter. The Term B Facility commitment consists of $250.0 million to backstop a
required amendment on our existing $250.0 million term loan A facility, which was received on December 14, 2020, and up to $650.0
million to finance the cash consideration payable in the AeroCare Acquisition and related fees and expenses (together with the
$450.0 million Bridge Facility). Additionally, on December 15, 2020, we priced an offering of $500.0 million aggregate principal
amount of 4.625% Senior Notes due 2029 (the “Notes”). The proceeds of the Notes will reduce commitments in respect
of the Bridge Facility on a dollar-for-dollar basis, and upon the consummation of such offering, we do not expect to enter into
the Bridge Facility. On or prior to the consummation of the AeroCare Acquisition, the commitments in respect of the Term B Facility
may be automatically reduced on a dollar-for-dollar basis by certain debt incurrences (excluding the Notes) and equity issuances
by the Company. We are currently considering various alternatives for our permanent capital structure with respect to the $600.0
million aggregate principal amount in new senior secured term loan borrowings that we expect to incur in connection with the AeroCare
Acquisition, which may include an incremental term loan A facility or a combination of a term loan B facility and an incremental
term loan A facility.
For more information on the AeroCare Acquisition
and the debt commitment letter, see “Where You Can Find More Information”.
Put/Call Agreement
We and AdaptHealth Holdings are party to
the Put/Call Option and Consent Agreement, dated as of May 25, 2020, as amended on October 16, 2020, with BlueMountain Foinaven
Master Fund L.P., BMSB L.P., BlueMountain Fursan Fund L.P. and BlueMountain Summit Opportunities Fund II (US) L.P. (the “Option
Parties”), pursuant to which the parties were granted certain put and call rights with respect to our securities. On December
9, 2020, we exercised our right under the agreement to purchase 1,898,967 shares of our Class A Common Stock from the Option Parties
at a price per share of $15.76, resulting in a $29.9 million payment to the Option Parties, which closed on December 15, 2020.
Up-C Unwinding
In anticipation of the closing of the AeroCare
Acquisition, we will complete an internal restructuring such that, for the fiscal year ending December 31, 2021, we will no longer
be an “Up-C”. In connection with this restructuring, our subsidiary will merge with and into AdaptHealth Holdings and
the members of AdaptHealth Holdings (other than us) will receive one share of Class A Common Stock in exchange for each Consideration
Unit. Following the Up-C Unwinding, AdaptHealth Holdings will be our wholly owned indirect subsidiary. The Up-C Unwinding is intended
to reduce our tax compliance costs and enhance our ability to structure future acquisitions and will result in the Class A Common
Stock being our only class of Common Stock outstanding.
In addition, on December 7, 2020 prior to
the Up-C Unwinding, certain members of our management elected to exchange an aggregate of 4,652,351 Consideration Units directly
or indirectly held thereby for Class A Common Stock subject to the terms of the Exchange Agreement. We elected to deliver an amount
in cash as set forth in the Exchange Agreement in lieu of delivering shares of Class A Common Stock for 1,507,808 of such Consideration
Units surrendered for exchange pursuant to the Exchange Agreement. The amount in cash delivered in lieu of shares of Class A Common
Stock was an amount sufficient to permit such members of our management to satisfy their tax obligations in connection with such
exchange.
Our Emerging Growth Company Status
We qualify as an “emerging growth company” as defined in the JOBS Act. As an
emerging growth company, we are eligible for certain exemptions from various reporting requirements applicable to other public
companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (i) the
exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404
of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), (ii) the exemptions from say-on-pay, say-on-frequency
and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our
periodic reports, proxy statements and registration statements.
We may take advantage of these
provisions until we are no longer an emerging growth company, which will occur on the earliest of (i) the last day of the
fiscal year in which the market value of our Class A Common Stock that is held by non-affiliates exceeds $700 million as of
June 30 of that fiscal year, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.07
billion or more during such fiscal year, (iii) the date on which we have issued more than $1.0 billion in non-convertible
debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of
the first sale of our common stock in the IPO, which would be December 31, 2023. We expect to exceed $1.07 billion in revenue
for the year ended December 31, 2021, meaning we would no longer be an emerging growth company as of December 31, 2021 or
sooner if our non-convertible debt exceeds $1.0 billion.
In addition, Section 107 of the JOBS Act
also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting
standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth
company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private
companies. We have elected to take advantage of such extended transition period, which means that when a standard is issued or
revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the
new or revised standard at the same time private companies adopt the new or revised standard.
Our Smaller Reporting Company Status
We are also currently a “smaller
reporting company,” meaning that as of the last business day of our most recent second fiscal quarter, we had a public
float of less than $250 million or annual revenues of less than $100 million. In the event that we are still considered a
“smaller reporting company” at such time as we cease being an “emerging growth company,” the
disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we
were not considered either an “emerging growth company” or a “smaller reporting company.”
Specifically, similar to “emerging growth companies,” “smaller reporting companies” are able to
provide simplified executive compensation disclosures in their filings; may be exempt from the provisions of Section 404(b)
of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the
effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their
SEC filings.
Accordingly, the information that we provide
you may be different than what you may receive from other public companies in which you hold equity interests.
Summary Risk Factors
Investment in our securities involves a
high degree of risk. You should consider carefully the risks and uncertainties described under the heading “Risk Factors”
in this prospectus, any applicable prospectus supplement and the documents incorporated herein by reference, before you decide
whether to purchase any of our securities. These risks could materially adversely affect our business, financial condition, results
of operations and cash flows, and you may lose part or all of your investment. Such risks include, but are not limited to:
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the coronavirus (COVID-19) pandemic and the global attempt to contain it;
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our reliance on relatively few suppliers for the majority of our patient service equipment and supplies;
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federal and state changes to reimbursement and other Medicaid and Medicare policies;
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healthcare reform efforts, including repeal of or significant modifications to the Affordable Care Act;
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continuing efforts by private third-party payors to control their costs;
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changes in governmental or private payor supply replenishment schedules;
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our reliance for a significant portion of our revenue on the provision of sleep therapy equipment and supplies to patients;
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consolidation among health insurers and other industry participants;
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our payor contracts being subject to renegotiation or termination;
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our ability to manage the complex and lengthy reimbursement process;
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changes in the authorizations or documentation necessary for our products;
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audits of reimbursement claims by various governmental and private payor entities;
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significant reimbursement reductions and/or exclusion from markets or product lines;
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our failure to maintain controls and processes over billing and collections or the deterioration of the financial condition
of our payors or disputes with third parties;
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our ability to maintain or develop relationships with patient referral sources;
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our ability to successfully design, modify and implement technology-based and other process changes;
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our dependence on information systems, including software licensed from third parties;
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competition from numerous other home respiratory and mobility equipment providers;
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changes in medical equipment technology and development of new treatments;
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the risk of rupture or other accidents due to our transport of compressed and liquid oxygen;
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our ability to comply with applicable law, including healthcare fraud and abuse and false claims laws and regulations, and
data protection, privacy and security, and consumer protection laws;
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our ability to maintain required licenses and accreditation;
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our ability to attract and retain key members of senior management and other key personnel;
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our ability to execute our strategic growth plan, which involves the acquisition of other companies;
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the impact if we were required to write down all or part of our goodwill;
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our ability to obtain additional capital to fund our operating subsidiaries and finance our growth;
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risks relating to our indebtedness, including our ability to meeting operating covenants and the impact from changes to LIBOR;
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the impact of political and economic conditions;
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the risk of substantial monetary penalties or suspension or termination from participation in the Medicare and Medicaid programs
if our subsidiary fails to comply with the terms of its Corporate Integrity Agreement;
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our exposure to unexpected costs from our current insurance program;
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the outsourcing of a portion of our internal business functions to third-party providers;
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our ability to generate the funds necessary to meet our financial obligations or to pay any dividends on our Class A Common
Stock;
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fluctuations in the price of our securities;
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our ability to timely and effectively implement controls and procedures required by the Sarbanes-Oxley Act;
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certain of our principal stockholders have significant influence over us;
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significant increased expenses and administrative burdens as a result of being a public company;
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our management’s limited experience in operating a public company;
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the ability of stockholders to receive any return on investment because we have no current plans to pay cash dividends on our
Class A Common Stock for the foreseeable future;
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risks related to the Tax Receivable Agreement we entered into at the closing of our Business Combination;
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our ability to continue to comply with the continued listing standards of Nasdaq;
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the impact of the private placement warrants on our Class A Common Stock;
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our status as an “emerging growth company” and a “smaller reporting company” which allow us to take
advantage of certain exemptions from various reporting requirements;
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certain provisions in our governing documents which may have the effect of discouraging lawsuits against our directors and
officers; and
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failure to consummate or realize the expected benefits of the AeroCare Acquisition.
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RISK FACTORS
Investment in our securities involves a
high degree of risk. You should consider carefully the following risks and the risks and uncertainties described under the heading
“Risk Factors” in any applicable prospectus supplement, our Annual Report on Form 10-K for the fiscal year ended December
31, 2019, as updated by our subsequent Quarterly Reports on Form 10-Q, and our other filings with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), which are incorporated herein
by reference, before you decide whether to purchase any of our securities. These risks could materially adversely affect our business,
financial condition, results of operations and cash flows, and you may lose part or all of your investment. For more information,
see “Where You Can Find More Information.”
Risks Related to the AeroCare Acquisition
We may experience difficulties in integrating
the operations of AeroCare into our business and in realizing the expected benefits of the AeroCare Acquisition.
The success of the AeroCare Acquisition
will depend in part on our ability to realize the anticipated business opportunities from combining the operations of AeroCare
with our business in an efficient and effective manner. The integration process could take longer than anticipated and could result
in the loss of key employees, the disruption of each company’s ongoing businesses, tax costs or inefficiencies, or inconsistencies
in standards, controls, information technology systems, procedures and policies, any of which could adversely affect our ability
to maintain relationships with customers, employees or other third parties, or our ability to achieve the anticipated benefits
of the AeroCare Acquisition, and could harm our financial performance. If we are unable to successfully or timely integrate the
operations of AeroCare with our business, we may incur unanticipated liabilities and be unable to realize the revenue growth, synergies
and other anticipated benefits resulting from the AeroCare Acquisition, and our business, results of operations and financial condition
could be materially and adversely affected.
We have incurred significant costs in connection
with the AeroCare Acquisition. The substantial majority of these costs are non-recurring expenses related to the AeroCare Acquisition.
These non-recurring costs and expenses are not reflected in the unaudited pro forma condensed combined financial information incorporated
by reference in the registration statement of which this prospectus forms a part. We may incur additional costs in the integration
of AeroCare’s business, and may not achieve cost synergies and other benefits sufficient to offset the incremental costs
of the AeroCare Acquisition.
USE OF PROCEEDS
We intend to use the net proceeds we receive
from the sale of securities by us as set forth in the applicable prospectus supplement. We will not receive any proceeds from the
sale of securities by any selling securityholder, but we are required to pay certain offering fees and expenses in connection with
the registration of the selling securityholders’ securities and to indemnify the selling securityholders against certain
liabilities.
DESCRIPTION OF CAPITAL
STOCK
The following summary of the material terms
of our capital stock is not intended to be a complete summary of the rights and preferences of our capital stock. We urge you to
read our second amended and restated certificate of incorporation, as in effect on the date of this prospectus (our “Charter”),
in its entirety for a complete description of the rights and preferences of our capital stock.
Authorized and Outstanding Stock
Our Charter authorizes the issuance of 250,000,000
shares of Common Stock, consisting of 210,000,000 shares of Class A Common Stock and 35,000,000 shares of Class B Common Stock,
and 5,000,000 shares of undesignated preferred stock, $0.0001 par value per share. The outstanding shares of our Common Stock are
duly authorized, validly issued, fully paid and non-assessable. As of December 15, 2020, there were 71,390,810 shares of Class
A Common Stock and 18,938,269 shares of Class B Common Stock issued and outstanding.
In anticipation of the closing of the AeroCare
Acquisition, we will complete an internal restructuring such that, for the fiscal year ending December 31, 2021, we will no longer
be an “Up-C”. In connection with this restructuring, our subsidiary will merge with and into AdaptHealth Holdings and
the members of AdaptHealth Holdings (other than us) will receive one share of Class A Common Stock in exchange for each Consideration
Unit. Following the Up-C Unwinding, AdaptHealth Holdings will be our wholly owned indirect subsidiary. The Up-C Unwinding is intended
to reduce our tax compliance costs and enhance our ability to structure future acquisitions and will result in the Class A Common
Stock being our only class of Common Stock outstanding.
Common Stock
Our
Charter provides for two classes of Common Stock, Class A Common Stock and Class B Common Stock. In connection with the Business
Combination, certain pre-Business Combination owners of AdaptHealth Holdings were issued AdaptHealth Units and an equal
number of shares of Class B Common Stock, and such parties collectively own all of our outstanding shares of Class B Common Stock.
We expect to continue to maintain a one-to-one ratio between the number of outstanding shares of Class B Common Stock and the number
of AdaptHealth Units held by persons other than AdaptHealth, so holders of AdaptHealth Units (other than AdaptHealth) will continue
to have a voting interest in AdaptHealth that is proportionate to their economic interest in AdaptHealth Holdings.
Shares of Class B Common Stock (i) may be
issued only in connection with the issuance by AdaptHealth Holdings of a corresponding number of AdaptHealth Units and only to
the person or entity to whom such AdaptHealth Units are issued and (ii) may be registered only in the name of (a) a person or entity
to whom shares of Class B Common Stock are issued as described above, (b) its successors and assigns, (c) their respective permitted
transferees or (d) any subsequent successors, assigns and permitted transferees. A holder of shares of Class B Common Stock may
transfer shares of Class B Common Stock to any transferee (other than AdaptHealth) only if, and only to the extent permitted by
the A&R AdaptHealth Holdings LLC Agreement, such holder also simultaneously transfers an equal number of such holder’s
AdaptHealth Units to the same transferee in compliance with the A&R AdaptHealth Holdings LLC Agreement.
Voting Power
Except as otherwise required by law or as
otherwise provided in any certificate of designation for any series of preferred stock, the holders of Common Stock possess all
voting power for the election of our directors and all other matters requiring stockholder action. Holders of Common Stock are
entitled to one vote per share on matters to be voted on by stockholders. Holders of shares of our Class B Common Stock vote together
as a single class with holders of shares of our Class A Common Stock on all matters properly submitted to a vote of the stockholders.
Dividends
Holders of Class A Common Stock are entitled
to receive such dividends, if any, as may be declared from time to time by our board of directors in its discretion out of funds
legally available therefor. In no event will any stock dividends or stock splits or combinations of stock be declared or made on
Class A Common Stock unless the shares of Class A Common Stock at the time outstanding are treated equally and identically. Holders
of shares of Class B Common Stock are not entitled to receive any dividends on account of such shares.
Liquidation, Dissolution and Winding
Up
In the event of our voluntary or involuntary
liquidation, dissolution, distribution of assets or winding-up, the holders of the Class A Common Stock will be entitled to receive
an equal amount per share of all of our assets of whatever kind available for distribution to stockholders, after the rights of
the holders of the preferred stock have been satisfied. Holders of shares of Class B Common Stock will not be entitled to receive
any of our assets on account of such shares.
Preemptive or Other Rights
Our stockholders have no preemptive or other
subscription rights and there are no sinking fund or redemption provisions applicable to our Common Stock.
Election of Directors
Our board of directors is divided into three
classes, each of which generally serves for a term of three years with only one class of directors being elected in each year.
There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the
shares voted for the election of directors can elect all of the directors.
Founder Shares
The shares that were issued to our Sponsor
in a private placement prior to our IPO (“founder shares”) are identical to the shares of Common Stock sold in our
IPO, and holders of founder shares have the same stockholder rights as public stockholders.
Preferred Stock
Our Charter provides that shares of preferred
stock may be issued from time to time in one or more series. Our board of directors is authorized to fix the voting rights, if
any, designations, powers and preferences, the relative, participating, optional or other special rights, and any qualifications,
limitations and restrictions thereof, applicable to the shares of each series of preferred stock. The board of directors is able
to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power
and other rights of the holders of the Common Stock and could have anti-takeover effects. The ability of our board of directors
to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control
of us or the removal of existing management.
The particular terms of any series of preferred
stock to be offered by this prospectus will be set forth in the prospectus supplement relating to the offering. The description
of the terms of a particular series of preferred stock that will be set forth in the applicable prospectus supplement does not
purport to be complete and will be qualified in its entirety by reference to the certificate of designation relating to the series.
As of the date hereof, we have 185,000 shares
of Series B-1 Preferred Stock authorized and 183,560.02 shares of Series B-1 Preferred Stock outstanding. Each share of Series
B-1 Preferred Stock is convertible into 100 shares of Class A Common Stock (subject to certain anti-dilution adjustments) at the
holder's election, except to the extent that, following such conversion, the number of shares of Class A Common Stock held by such
holder, its affiliates and any other persons whose beneficial ownership of Class A Common Stock would be aggregated with such holder’s
for purposes of Section 13(d) of the Exchange Act , including shares held by any “group” (as defined in Section 13(d)
of the Exchange Act and applicable regulations of the Securities and Exchange Commission) of which such holder is a member, but
excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have similar
limitations on the right to convert, exercise or purchase, exceed 4.9% of the outstanding Class A Common Stock. The Series B-1
Preferred Stock ranks senior to the Class A Common Stock with respect to rights on the distribution of assets on any voluntary
or involuntary liquidation, dissolution or winding up of the affairs of the Company, in respect of a liquidation preference equal
to its par value of $0.0001 per share. The Series B-1 Preferred Stock participates equally and ratably on an as-converted basis
with the holders of Class A Common Stock in all cash dividends paid on the Class A Common Stock. The Series B-1 Preferred Stock
is non-voting.
In
connection with the acquisition of AeroCare Holdings, Inc., we will issue shares of newly designated Series C Preferred Stock.
As of the date hereof, we have no shares of Series C Preferred Stock authorized or outstanding. For more information on the acquisition
and the Series C Preferred Stock to be issued, see “The Company—Recent Developments” and “Where
You Can Find More Information.”
Our Transfer Agent
The transfer agent for our Common Stock
is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in
its role as transfer agent, its agents and each of its stockholders, directors, officers and employees against all liabilities,
including judgments, costs and reasonable counsel fees that may arise out of acts performed or omitted for its activities in that
capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.
Certain Anti-Takeover Provisions of our
Charter and Bylaws
Our Charter provides that our board of directors
is classified into three classes of directors. As a result, in most circumstances, a person can gain control of our board only
by successfully engaging in a proxy contest at three or more annual meetings.
Our authorized but unissued Common Stock
and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate
purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized
but unissued and unreserved Common Stock and preferred stock could render more difficult or discourage an attempt to obtain control
of us by means of a proxy contest, tender offer, merger or otherwise.
Exclusive
forum for certain lawsuits. Our Charter requires, to the fullest extent permitted by law, other than any claim to
enforce a duty or liability created by the Exchange Act or any other claim for which federal courts have exclusive jurisdiction,
that derivative actions brought in our name, actions against directors, officers and employees for breach of fiduciary duty and
other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of the State
of Delaware, the stockholder bringing such suit will be deemed to have consented to service of process on such stockholder’s
counsel. Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law
in the types of lawsuits to which it applies, the provisions may have the effect of discouraging lawsuits against our directors
and officers. In addition, the federal district courts of the United States of America shall be the exclusive forum for the resolution
of any complaint asserting a cause of action arising under the Securities Act.
Special
meeting of stockholders. Our Amended and Restated Bylaws (our “Bylaws”) provide that special meetings
of our stockholders may be called only by a majority vote of our board of directors, by our Chief Executive Officer or by our chairman.
Advance
notice requirements for stockholder proposals and director nominations. Our Bylaws provide that stockholders seeking
to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual
meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s notice must
be received by the secretary to our principal executive offices not later than the close of business on the 90th day nor earlier
than the opening of business on the 120th day prior to the scheduled date of the annual meeting of stockholders. If our annual
meeting is called for a date that is not within 45 days before or after such anniversary date, a stockholder’s notice must
be received no earlier than the opening of business on the 120th day before the meeting and not later than the later of (x) the
close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which we
first publicly announce the date of the annual meeting. Our Bylaws also specify certain requirements as to the form and content
of a stockholder’s notice for an annual meeting. Specifically, a stockholder’s notice must include: (i) a brief description
of the business desired to be brought before the annual meeting, the text of the proposal or business and the reasons for conducting
such business at the annual meeting, (ii) the name and record address of such stockholder and the name and address of the beneficial
owner, if any, on whose behalf the proposal is made, (iii) the class or series and number of shares of our capital stock owned
beneficially and of record by such stockholder and by the beneficial owner, if any, on whose behalf the proposal is made, (iv)
a description of all arrangements or understandings between such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made and any other person or persons (including their names) in connection with the proposal of such business by
such stockholder, (v) any material interest of such stockholder and the beneficial owner, if any, on whose behalf the proposal
is made in such business and (vi) a representation that such stockholder intends to appear in person or by proxy at the annual
meeting to bring such business before such meeting. These notice requirements will be deemed satisfied by a stockholder as to any
proposal (other than nominations) if the stockholder has notified us of such stockholder’s intention to present such proposal
at an annual meeting in compliance with Rule 14a-8 of the Exchange Act, and such stockholder has complied with the requirements
of such rule for inclusion of such proposal in the proxy statement we prepare to solicit proxies for such annual meeting. Pursuant
to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods
contained therein. The foregoing provisions may limit our stockholders’ ability to bring matters before our annual meeting
of stockholders or from making nominations for directors at our annual meeting of stockholders.
Registration Rights
On July 1, 2020, we entered into the A&R
Registration Rights Agreement, which provides certain stockholders, including the selling stockholders named herein, with customary
registration rights with respect to (i) the shares of Class A Common Stock held by those parties at the closing of the Business
Combination or issuable upon the future exercise of private placement warrants or upon the future exchange of AdaptHealth Units
and shares of Class B Common Stock, (ii) the private placement warrants held by these parties, in each case held by them at the
closing of the Business Combination, (iii) such shares of Class A Common Stock issued to the OEP Purchaser in the OEP Investment,
and (iv) all shares of Class A Common Stock issued upon conversion of the Series A Preferred Stock and the shares of Class A Common
Stock issuable upon conversion of the Series B-1 Preferred Stock issued upon conversion of the Series B-2 Preferred Stock to Deerfield
Partners in the Deerfield Investment (collectively, “Registrable Securities”). The Registrable Securities also included
12,500,000 shares of Class A Common Stock issued in connection with the closing of the Business Combination. Our Sponsor was dissolved
on January 17, 2020, and its rights associated with equity securities of the Company were distributed to its members.
Pursuant to the A&R Registration Rights
Agreement, we agreed to file a registration statement under the Securities Act registering the resale of all of the Registrable
Securities. In addition, (i) certain holders of Registrable Securities may request such number of long-form registrations as provided
in the A&R Registration Rights Agreement, pursuant to which we would pay all registration expenses only if the aggregate market
price of Registrable Securities included exceeds $20 million, and (ii) certain holders of Registrable Securities may request an
unlimited number of short-form registrations, provided that we are not required to pay the expenses of any short-form registration
if the holders propose to include Registrable Securities with an aggregate market price of less than $5 million. The holders of
Registrable Securities also have certain “piggy-back” rights with respect to underwritten offerings initiated by us
or other of our stockholders.
Except as set forth above, we are required
to bear all expenses incurred in connection with the filing of any such registration statements and any such offerings, other than
underwriting discounts and commissions on the sale of Registrable Securities and the fees and expenses of counsel to holders of
Registrable Securities. The A&R Registration Rights Agreement also included customary provisions regarding indemnification
and contribution.
The A&R Registration Rights Agreement
also provides that, subject to certain exceptions, if requested by the managing underwriter(s), in connection with any underwritten
public offering, each holder that beneficially owns 1% or more of the outstanding Class A Common Stock will enter into a lock-up
agreement with the managing underwriter(s) of such underwritten public offering in such form as agreed to by such managing underwriter(s).
We are registering the resale of the
80,479,526 shares of Class A Common Stock on the registration statement of which this prospectus forms a part pursuant to the
A&R Registration Rights Agreement.
In connection with the entry into the Merger
Agreement, we entered into an amendment to the A&R Registration Rights Agreement, pursuant to which, among other things, the
stockholders of AeroCare receiving Class A Common Stock and Series C Preferred Stock pursuant to the Merger Agreement and that
deliver a joinder to the A&R Registration Rights Agreement to the Company, effective as of the closing of the AeroCare Acquisition,
will be provided with certain registration rights with respect to the shares of Class A Common Stock and the shares of Class A
Common Stock issuable upon conversion (subject to the terms and conditions of the certificate of designations relating thereto)
of the Series C Preferred Stock to be issued pursuant to the Merger Agreement.
Quotation of Securities
Our Class A Common Stock is listed on Nasdaq
and trades under the symbol “AHCO”.
DESCRIPTION OF DEBT
SECURITIES
We may issue debt securities from time to
time, in one or more series. The paragraphs below describe the general terms and provisions of the debt securities we may offer
under this prospectus. When we offer to sell a particular series of debt securities, we will describe the specific terms of the
securities in a prospectus supplement, including any additional covenants or changes to existing covenants relating to such series.
The prospectus supplement also will indicate whether the general terms and provisions described in this prospectus apply to a particular
series of debt securities.
If we issue debt securities at a discount
from their principal amount, then, for purposes of calculating the aggregate initial offering price of the offered securities issued
under this prospectus, we will include only the initial offering price of the debt securities and not the principal amount of the
debt securities.
We have summarized below the material provisions
of the indenture that will govern debt securities that we may issue, or indicated which material provisions will be described in
the related prospectus supplement. The prospectus supplement relating to any particular securities offered will describe the specific
terms of the securities, which may be in addition to or different from the general terms summarized in this prospectus. We have
included the form of the indenture as an exhibit to our registration statement of which this prospectus is a part, and it is incorporated
herein by reference. Because the summary in this prospectus and in any applicable prospectus supplement does not contain all of
the information that you may find useful, you should read the documents relating to the securities that are described in this prospectus
or in any applicable prospectus supplement. These documents will be filed as an exhibit to the registration statement of which
this prospectus forms a part or will be incorporated by reference from another report that we file with the SEC. See “Where
You Can Find More Information.” References to an “indenture” are references to the indenture, including any applicable
supplemental indenture, under which a particular series of debt securities is issued.
General
The indenture:
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does not limit the amount of debt securities that we may issue;
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allows us to issue debt securities in one or more series;
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does not require us to issue all of the debt securities of a series at the same time; and
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allows us to reopen a series to issue additional debt securities without the consent of the holders of the debt securities
of such series.
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The prospectus supplement for each offering
of debt securities will provide the following terms, where applicable:
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the title of the debt securities and whether they are senior, senior subordinated or subordinated debt securities;
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the aggregate principal amount of the debt securities being offered and any limit on their aggregate principal amount, and,
if the series is to be issued at a discount from its face amount, the method of computing the accretion of such discount;
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the price at which the debt securities will be issued, expressed as a percentage of the principal and, if other than the full
principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity
thereof or, if applicable, the portion of the principal amount of such debt securities that is convertible into common stock or
preferred stock or the method by which any such portion shall be determined;
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if convertible, the terms on which such debt securities are convertible, including the initial conversion price or rate or
the method of calculation, how and when the conversion price or exchange ratio may be adjusted, whether conversion or exchange
is mandatory, at the option of the holder or at our option, the conversion or exchange period, and any other provision in relation
thereto, and any applicable limitations on the ownership or transferability of common stock or preferred stock received on conversion;
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the date or dates, or the method for determining the date or dates, on which the principal of the debt securities will be payable;
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the fixed or variable interest rate or rates of the debt securities, or the method by which the interest rate or rates is determined;
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the date or dates, or the method for determining the date or dates, from which interest will accrue;
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the dates on which interest will be payable;
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the record dates for interest payment dates, or the method by which we will determine those dates;
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the persons to whom interest will be payable;
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the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months;
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any collateral securing the performance of our obligations under the debt securities;
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the place or places where the principal of, premium, if any, and interest on, the debt securities will be payable;
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where the debt securities may be surrendered for registration of transfer or conversion or exchange;
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where notices or demands to or upon us in respect of the debt securities and the applicable indenture may be served;
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any provisions regarding our right to redeem or purchase debt securities or the right of holders to require us to redeem or
purchase debt securities;
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any right or obligation we have to redeem, repay or purchase the debt securities pursuant to any sinking fund or analogous
provision;
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the currency or currencies (including any composite currency) in which the debt securities are denominated and payable if other
than United States dollars, and the currency or currencies (including any composite currency) in which principal, premium, if any,
and interest, if any, will be payable, and if such payments may be made in a currency other than that in which the debt securities
are denominated, the manner for determining such payments, including the time and manner of determining the exchange rate between
the currency in which such securities are denominated and the currency in which such securities or any of them may be paid, and
any additions to, modifications of or deletions from the terms of the debt securities to provide for or to facilitate the issuance
of debt securities denominated or payable in a currency other than U.S. dollars;
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whether the amount of payments of principal of, premium, if any, or interest on, the debt securities may be determined according
to an index, formula or other method and how such amounts will be determined;
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whether the debt securities will be in registered form, bearer form or both, and the terms of these forms;
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whether the debt securities will be issued in whole or in part in the form of a global security and, if applicable, the identity
of the depositary for such global security;
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any provision for electronic issuance of the debt securities or issuance of the debt securities in uncertificated form;
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whether and upon what terms the debt securities of such series may be defeased or discharged, if different from the provisions
set forth in the indenture for the series to which the supplemental indenture or authorizing resolution relates;
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any provisions granting special rights to holders of securities upon the occurrence of such events as specified in the applicable
prospectus supplement;
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any deletions from, modifications of, or additions to our events of default or covenants or other provisions set forth in the
indenture for the series to which the supplemental indenture or authorizing resolution relates; and
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any other material terms of the debt securities, which may be different from the terms set forth in this prospectus.
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Events of Default
Unless the applicable prospectus supplement
states otherwise, when we refer to “events of default” as defined in the indenture with respect to any series of debt
securities, we mean:
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our failure to pay interest on any debt security of such series when the same becomes due and payable and the continuance of
any such failure for a period of 30 days;
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our failure to pay the principal or premium of any debt security of such series when the same becomes due and payable at maturity,
upon acceleration, redemption or otherwise;
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our failure or the failure of any restricted subsidiary to comply with any of its agreements or covenants in, or provisions
of, the debt securities of such series or the indenture (as they relate thereto) and such failure continues for a period of 90
days after our receipt of notice of the default from the trustee or from the holders of at least 25 percent in aggregate principal
amount of the then outstanding debt securities of that series (except in the case of a default with respect to the provisions of
the indenture regarding the consolidation, merger, sale, lease, conveyance or other disposition of all or substantially all of
the assets of us (or any other provision specified in the applicable supplemental indenture or authorizing resolution), which will
constitute an event of default with notice but without passage of time); or
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certain events of bankruptcy, insolvency or reorganization occur with respect to the Company or any restricted subsidiary of
the Company that is a significant subsidiary (as defined in the indenture).
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If an event of default occurs and is continuing
with respect to debt securities of any series outstanding, then the trustee or the holders of 25% or more in principal amount of
the outstanding debt securities of that series will have the right to declare the principal amount of all the debt securities of
that series to be due and payable immediately. However, the holders of at least a majority in principal amount of outstanding debt
securities of such series may rescind and annul such declaration and its consequences, except an acceleration due to nonpayment
of principal or interest on such series, if the rescission would not conflict with any judgment or decree and if all existing events
of default with respect to such series have been cured or waived.
The indenture also provides that the holders
of at least a majority in principal amount of the outstanding debt securities of any series, by notice to the trustee, may, on
behalf of all holders, waive any existing default and its consequences with respect to such series of debt securities, other than
any event of default in payment of principal or interest.
The indenture will require the trustee to
give notice to the holders of debt securities within 90 days after the trustee obtains knowledge of a default that has occurred
and is continuing. However, the trustee may withhold notice to the holders of any series of debt securities of any default, except
a default in payment of principal or interest, if any, with respect to such series of debt securities, if the trustee considers
it in the interest of the holders of such series of debt securities to do so.
The holders of a majority of the outstanding
principal amount of the debt securities of any series will have the right to direct the time, method and place of conducting any
proceedings for any remedy available to the trustee with respect to such series, subject to limitations specified in the indenture.
Modification, Amendment, Supplement
and Waiver
Without notice to or the consent of any
holder of any debt security, we and the trustee may modify, amend or supplement the indenture or the debt securities of a series:
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to cure any ambiguity, omission, defect or inconsistency;
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to comply with the provisions of the indenture regarding the consolidation, merger, sale, lease, conveyance or other disposition
of all or substantially all of our assets;
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to provide that specific provisions of the indenture shall not apply to a series of debt securities not previously issued or
to make a change to specific provisions of the indenture that only applies to any series of debt securities not previously issued
or to additional debt securities of a series not previously issued;
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to create a series and establish its terms;
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to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
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to release a guarantor in respect of any series which, in accordance with the terms of the indenture applicable to such series,
ceases to be liable in respect of its guarantee;
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to add a guarantor subsidiary in respect of any series of debt securities;
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to secure any series of debt securities;
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to add to the covenants of the Company for the benefit of the holders or surrender any right or power conferred upon the Company;
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to appoint a successor trustee with respect to the securities;
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to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture
Act of 1939, as amended;
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to make any change that does not adversely affect the rights of holders in any material respect; or
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to conform the provisions of the indenture to the final offering document in respect of any series of debt securities.
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The indenture will provide that we and the
trustee may modify, amend, supplement or waive any provision of the debt securities of a series or of the indenture relating to
such series with the written consent of the holders of at least a majority in principal amount of the outstanding debt securities
of such series. However, without the consent of each holder of a debt security the terms of which are directly modified, amended,
supplemented or waived, a modification, amendment, supplement or waiver may not:
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reduce the amount of debt securities of such series whose holders must consent to a modification, amendment, supplement or
waiver;
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reduce the rate of or extend the time for payment of interest, including defaulted interest;
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reduce the principal of or extend the fixed maturity of any debt security or alter the provisions with respect to redemptions
or mandatory offers to repurchase debt securities of a series in a manner adverse to holders;
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make any change that adversely affects any right of a holder to convert or exchange any debt security into or for shares of
our common stock or other securities, cash or other property in accordance with the terms of such security;
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modify the ranking or priority of the debt securities of the relevant series;
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release any guarantor of any series from any of its obligations under its guarantee or the indenture otherwise than in accordance
with the terms of the indenture;
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make any change to any provision of the indenture relating to the waiver of existing defaults, the rights of holders to receive
payment of principal and interest on the debt securities, or to the provisions regarding amending or supplementing the indenture
or the debt securities of a particular series with the written consent of the holders of such series, except to increase the percentage
required for modification or waiver or to provide for consent of each affected holder of debt securities of such series;
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waive a continuing default or event of default in the payment of principal of or interest on the debt securities; or
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make any debt security payable at a place or in money other than that stated in the debt security, or impair the right of any
holder of a debt security to bring suit as permitted by the indenture.
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The holders of a majority in aggregate principal
amount of the outstanding debt securities of such series may, on behalf of all holders of debt securities of that series, waive
any existing default under, or compliance with, any provision of the debt securities of a particular series or of the indenture
relating to a particular series of debt securities, other than any event of default in payment of interest or principal.
Defeasance
The indenture will permit us to terminate
all our respective obligations under the indenture as they relate to any particular series of debt securities, other than the obligation
to pay interest, if any, on and the principal of the debt securities of such series and certain other obligations, at any time
by:
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depositing in trust with the trustee, under an irrevocable trust agreement, money or government obligations in an amount sufficient
to pay interest, if any, on and the principal of the debt securities of such series to their maturity or redemption; and
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complying with other conditions, including delivery to the trustee of an opinion of counsel to the effect that holders will
not recognize income, gain or loss for federal income tax purposes as a result of our exercise of such right and will be subject
to federal income tax on the same amount and in the same manner and at the same times as would have been the case otherwise.
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The indenture will also permit us to terminate
all of our respective obligations under the indenture as they relate to any particular series of debt securities, including the
obligations to pay interest, if any, on and the principal of the debt securities of such series and certain other obligations,
at any time by:
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depositing in trust with the trustee, under an irrevocable trust agreement, money or government obligations in an amount sufficient
to pay interest, if any, on and the principal of the debt securities of such series to their maturity or redemption; and
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complying with other conditions, including delivery to the trustee of an opinion of counsel to the effect that (A) we have
received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date such series of debt
securities were originally issued, there has been a change in the applicable federal income tax law, in either case to the effect
that, and based thereon such opinion of counsel shall state that, holders will not recognize income, gain or loss for federal income
tax purposes as a result of our exercise of such right and will be subject to federal income tax on the same amount and in the
same manner and at the same times as would have been the case otherwise.
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In addition, the indenture will permit us
to terminate substantially all our respective obligations under the indenture as they relate to a particular series of debt securities
by depositing with the trustee money or government obligations sufficient to pay all principal of and interest on such series at
its maturity or redemption date if the debt securities of such series will become due and payable at maturity within one year or
are to be called for redemption within one year of the deposit.
Transfer and Exchange
A holder will be able to transfer or exchange
debt securities only in accordance with the indenture. The registrar may require a holder, among other things, to furnish appropriate
endorsements and transfer documents, and to pay any taxes and fees required by law or permitted by the indenture.
Concerning the Trustee
The indenture will contain limitations on
the rights of the trustee, should it become our creditor, to obtain payment of claims in specified cases or to realize on property
received in respect of any such claim as security or otherwise. The indenture will permit the trustee to engage in other transactions;
however, if the trustee acquires any conflicting interest, it must eliminate such conflict or resign.
No Recourse Against Others
The indenture will provide that there is
no recourse under any obligation, covenant or agreement in the applicable indenture or with respect to any debt security against
any of our or our successor’s past, present or future stockholders, employees, officers or directors.
Governing Law
The laws of the State of New York will govern
the indenture and the debt securities.
DESCRIPTION OF WARRANTS
General
We may issue warrants for the purchase of
common stock, preferred stock and/or debt securities in one or more series, from time to time. We may issue warrants independently
or together with Class A Common Stock, preferred stock and/or debt securities, and the warrants may be attached to or separate
from those securities. The warrants issuable by us may be convertible into or exchangeable for Class A Common Stock.
If we issue warrants, they will be evidenced
by warrant agreements or warrant certificates issued under one or more warrant agreements, which are contracts between us and an
agent for the holders of the warrants. We urge you to read the prospectus supplement and any free writing prospectus related to
any series of warrants we may offer, as well as the complete warrant agreement and warrant certificate that contain the terms of
the warrants. If we issue warrants, forms of warrant agreements and warrant certificates relating to warrants for the purchase
of Class A Common Stock, preferred stock and debt securities will be incorporated by reference into the registration statement
of which this prospectus is a part from reports we would subsequently file with the SEC.
Private Placement Warrants
The selling securityholders may also sell
private placement warrants pursuant to this prospectus. Each whole private placement warrant entitles the registered holder to
purchase one share of our Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed below. This means
that only a whole private placement warrant may be exercised at any given time by a warrant holder. For example, if a warrant holder
holds one-third of one private placement warrant, such private placement warrant will not be exercisable. The private placement
warrants will expire five years after the date on which they first became exercisable, at 5:00 p.m., New York time, or earlier
upon redemption or liquidation.
Redemption of private placement warrants
The private placement warrants will not
be redeemable by us so long as they are held by the Sponsor or its permitted transferees. If the private placement warrants are
held by holders other than the Sponsor or its permitted transferees, the private placement warrants will be redeemable by us and
exercisable by the holders as described below.
We will not be obligated to deliver any
shares of Class A Common Stock pursuant to the exercise of a private placement warrant and will have no obligation to settle such
private placement warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class
A Common Stock underlying the private placement warrants is then effective and a prospectus relating thereto is current, subject
to our satisfying our obligations described below with respect to registration. No private placement warrant will be exercisable
and we will not be obligated to issue shares of Class A Common Stock upon exercise of a private placement warrant unless Class
A Common Stock issuable upon such private placement warrant exercise has been registered, qualified or deemed to be exempt under
the securities laws of the state of residence of the registered holder of the private placement warrants. In the event that the
conditions in the two immediately preceding sentences are not satisfied with respect to a private placement warrant, the holder
of such private placement warrant will not be entitled to exercise such private placement warrant and such private placement warrant
may have no value and expire worthless. In no event will we be required to net cash settle any private placement warrant. In the
event that a registration statement is not effective for the exercised private placement warrants, the purchaser of a unit containing
such private placement warrant will have paid the full purchase price for the unit solely for the share of Class A Common Stock
underlying such unit.
We agreed to use our best efforts to file
with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock issuable
upon exercise of the private placement warrants, pursuant to which we filed the Original Resale Registration Statement. We will
use our best efforts to maintain the effectiveness of such Original Resale Registration Statement or this registration statement,
as applicable, and a current prospectus relating thereto, until the expiration of the private placement warrants in accordance
with the provisions of the warrant agreement. Notwithstanding the above, if our Class A Common Stock is at the time of any exercise
of a private placement warrant not listed on a national securities exchange such that it satisfies the definition of a “covered
security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of private placement warrants
who exercise their private placement warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of
the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement,
but will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not
available.
Redemption
of private placement warrants for cash. Once the private placement warrants become exercisable, we may redeem
the private placement warrants:
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·
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in whole and not in part;
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·
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at a price of $0.01 per warrant;
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·
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upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
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·
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if, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading
days within a 30-trading day period ending three business days before we send the notice of redemption to the warrant holders.
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If and when the warrants become redeemable
by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under
all applicable state securities laws.
We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the private
placement warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the private
placement warrants, each warrant holder will be entitled to exercise his, her or its private placement warrant prior to the scheduled
redemption date. However, the price of the Class A Common Stock may fall below the $18.00 redemption trigger price as well as the
$11.50 private placement warrant exercise price after the redemption notice is issued.
Redemption
of private placement warrants for Class A Common Stock. Ninety days after the private placement warrants
become exercisable, we may redeem the private placement warrants:
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·
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in whole and not in part;
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·
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at a price equal to a number of shares of Class A Common Stock to be determined by reference to the table set forth below
based on the redemption date and the “fair market value” of our Class A Common Stock except as otherwise described
in this section;
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·
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upon a minimum of 30 days’ prior written notice of redemption; and
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·
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if, and only if, the last sale price of our Class A Common Stock equals or exceeds $10.00 per share (as adjusted for share
splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send
the notice of redemption to the warrant holders.
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The
numbers in the table below represent the “redemption prices,” or the number of shares of Class A Common Stock
that a warrant holder will receive upon redemption by us pursuant to this redemption feature, based on the “fair market value”
of our Class A Common Stock on the corresponding redemption date, determined based on the average of the last reported sales
price for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the
holders of private placement warrants, and the number of months that the corresponding redemption date precedes the expiration
date of the private placement warrants, each as set forth in the table below.
Redemption Date
(period to expiration of
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Fair Market Value of Class A Common Stock
|
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private placement warrants)
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$10.00
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$11.00
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$12.00
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$13.00
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$14.00
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$15.00
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|
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$16.00
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$17.00
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$18.00
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57 months
|
|
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0.257
|
|
|
|
0.277
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|
|
|
0.294
|
|
|
|
0.310
|
|
|
|
0.324
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|
|
|
0.337
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|
|
|
0.348
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|
|
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0.358
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|
|
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0.365
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54 months
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|
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0.252
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|
|
|
0.272
|
|
|
|
0.291
|
|
|
|
0.307
|
|
|
|
0.322
|
|
|
|
0.335
|
|
|
|
0.347
|
|
|
|
0.357
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|
|
|
0.365
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|
51 months
|
|
|
0.246
|
|
|
|
0.268
|
|
|
|
0.287
|
|
|
|
0.304
|
|
|
|
0.320
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|
|
|
0.333
|
|
|
|
0.346
|
|
|
|
0.357
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|
|
|
0.365
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48 months
|
|
|
0.241
|
|
|
|
0.263
|
|
|
|
0.283
|
|
|
|
0.301
|
|
|
|
0.317
|
|
|
|
0.332
|
|
|
|
0.344
|
|
|
|
0.356
|
|
|
|
0.365
|
|
45 months
|
|
|
0.235
|
|
|
|
0.258
|
|
|
|
0.279
|
|
|
|
0.298
|
|
|
|
0.315
|
|
|
|
0.330
|
|
|
|
0.343
|
|
|
|
0.356
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|
|
|
0.365
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42 months
|
|
|
0.228
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|
|
|
0.252
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|
|
|
0.274
|
|
|
|
0.294
|
|
|
|
0.312
|
|
|
|
0.328
|
|
|
|
0.342
|
|
|
|
0.355
|
|
|
|
0.364
|
|
39 months
|
|
|
0.221
|
|
|
|
0.246
|
|
|
|
0.269
|
|
|
|
0.290
|
|
|
|
0.309
|
|
|
|
0.325
|
|
|
|
0.340
|
|
|
|
0.354
|
|
|
|
0.364
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36 months
|
|
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0.213
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|
|
|
0.239
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|
|
|
0.263
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|
|
|
0.285
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|
|
|
0.305
|
|
|
|
0.323
|
|
|
|
0.339
|
|
|
|
0.353
|
|
|
|
0.364
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|
33 months
|
|
|
0.205
|
|
|
|
0.232
|
|
|
|
0.257
|
|
|
|
0.280
|
|
|
|
0.301
|
|
|
|
0.320
|
|
|
|
0.337
|
|
|
|
0.352
|
|
|
|
0.364
|
|
30 months
|
|
|
0.196
|
|
|
|
0.224
|
|
|
|
0.250
|
|
|
|
0.274
|
|
|
|
0.297
|
|
|
|
0.316
|
|
|
|
0.335
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|
|
|
0.351
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|
|
|
0.364
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27 months
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|
|
0.185
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|
|
|
0.214
|
|
|
|
0.242
|
|
|
|
0.268
|
|
|
|
0.291
|
|
|
|
0.313
|
|
|
|
0.332
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|
|
|
0.350
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|
|
|
0.364
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|
24 months
|
|
|
0.173
|
|
|
|
0.204
|
|
|
|
0.233
|
|
|
|
0.260
|
|
|
|
0.285
|
|
|
|
0.308
|
|
|
|
0.329
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|
|
|
0.348
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|
|
|
0.364
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|
21 months
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|
|
0.161
|
|
|
|
0.193
|
|
|
|
0.223
|
|
|
|
0.252
|
|
|
|
0.279
|
|
|
|
0.304
|
|
|
|
0.326
|
|
|
|
0.347
|
|
|
|
0.364
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|
18 months
|
|
|
0.146
|
|
|
|
0.179
|
|
|
|
0.211
|
|
|
|
0.242
|
|
|
|
0.271
|
|
|
|
0.298
|
|
|
|
0.322
|
|
|
|
0.345
|
|
|
|
0.363
|
|
15 months
|
|
|
0.130
|
|
|
|
0.164
|
|
|
|
0.197
|
|
|
|
0.230
|
|
|
|
0.262
|
|
|
|
0.291
|
|
|
|
0.317
|
|
|
|
0.342
|
|
|
|
0.363
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|
12 months
|
|
|
0.111
|
|
|
|
0.146
|
|
|
|
0.181
|
|
|
|
0.216
|
|
|
|
0.250
|
|
|
|
0.282
|
|
|
|
0.312
|
|
|
|
0.339
|
|
|
|
0.363
|
|
9 months
|
|
|
0.090
|
|
|
|
0.125
|
|
|
|
0.162
|
|
|
|
0.199
|
|
|
|
0.237
|
|
|
|
0.272
|
|
|
|
0.305
|
|
|
|
0.336
|
|
|
|
0.362
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|
6 months
|
|
|
0.065
|
|
|
|
0.099
|
|
|
|
0.137
|
|
|
|
0.178
|
|
|
|
0.219
|
|
|
|
0.259
|
|
|
|
0.296
|
|
|
|
0.331
|
|
|
|
0.362
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|
3 months
|
|
|
0.034
|
|
|
|
0.065
|
|
|
|
0.104
|
|
|
|
0.150
|
|
|
|
0.197
|
|
|
|
0.243
|
|
|
|
0.286
|
|
|
|
0.326
|
|
|
|
0.361
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|
0 months
|
|
|
—
|
|
|
|
—
|
|
|
|
0.042
|
|
|
|
0.115
|
|
|
|
0.179
|
|
|
|
0.233
|
|
|
|
0.281
|
|
|
|
0.323
|
|
|
|
0.361
|
|
The
“fair market value” of our Class A Common Stock shall mean the average reported last sale price of our Class A
Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent
to the holders of private placement warrants.
The
exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is
between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Class A
Common Stock to be issued for each private placement warrant redeemed will be determined by a straight-line interpolation
between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates,
as applicable, based on a 365-day year. For example, if the average reported last sale price of our Class A Common Stock for
the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders
of the private placement warrants is $11 per share, and at such time there are 57 months until the expiration of the private
placement warrants, we may choose to, pursuant to this redemption feature, redeem the private placement warrants at a “redemption
price” of 0.277 shares of Class A Common Stock for each whole private placement warrant. For an example where the exact
fair market value and redemption date are not as set forth in the table above, if the average reported last sale price of our Class A
Common Stock for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent
to the holders of the private placement warrants is $13.50 per share, and at such time there are 38 months until the expiration
of the private placement warrants, we may choose to, pursuant to this redemption feature, redeem the private placement warrants
at a “redemption price” of 0.298 shares of Class A Common Stock for each whole private placement warrant. Finally,
as reflected in the table above, we can redeem the private placement warrants for no consideration in the event that the private
placement warrants are “out of the money” (i.e., the trading price of our Class A Common Stock is below the
exercise price of the warrants) and about to expire.
Any
private placement warrants held by our officers or directors will be subject to this redemption feature, except that such
officers and directors shall only receive “fair market value” for such private placement warrants so redeemed (“fair
market value” for such private placement warrants held by our officers or directors being defined as the last sale price
of the private placement warrants on such redemption date).
We
have established this redemption feature to provide the private placement warrants with an additional liquidity feature,
which provides us with the flexibility to redeem the private placement warrants for shares of Class A Common Stock, instead
of cash, for “fair value” without the private placement warrants having to reach the $18.00 per share threshold set
forth above under “—Redemption of private placement warrants for cash.” Holders of the private placement warrants
will, in effect, receive a number of shares having a value reflecting a premium for their private placement warrants, based on
the “redemption price” as determined pursuant to the above table. We have calculated the “redemption prices”
as set forth in the table above to reflect a premium in value as compared to the expected trading price that the private placement
warrants would be expected to trade. This redemption right provides us not only with an additional mechanism by which to redeem
all of the outstanding private placement warrants, in this case, for Class A Common Stock, and therefore have certainty as
to (i) our capital structure, as the private placement warrants would no longer be outstanding and would have been exercised
or redeemed, and (ii) to the amount of cash provided by the exercise of the private placement warrants and available to us,
and also provides a ceiling to the theoretical value of the private placement warrants as it locks in the “redemption prices”
we would pay to private placement warrant holders if we chose to redeem private placement warrants in this manner. While we will
effectively be required to pay a “premium” to private placement warrant holders if we choose to exercise this redemption
right, it will allow us to quickly proceed with a redemption of the private placement warrants for Class A Common Stock if
we determine it is in our best interest to do so. As such, we would redeem the private placement warrants in this manner when we
believe it is in our best interest to update our capital structure to remove the private placement warrants and pay the premium
to the private placement warrant holders. In particular, it would allow us to quickly redeem the private placement warrants for
Class A Common Stock, without having to negotiate a redemption price with the private placement warrant holders. For this
right, we are effectively agreeing to pay a premium to the private placement warrant holders. In addition, the private placement
warrant holders will have the ability to exercise the private placement warrants prior to redemption if they should choose to do
so.
As
stated above, we can redeem the private placement warrants when the Class A Common Stock is trading at a price starting
at $10.00 per share, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital
structure and cash position while providing private placement warrant holders with a premium (in the form of Class A Common Stock).
If we choose to redeem the private placement warrants when the Class A Common Stock is trading at a price below the exercise price
of the private placement warrants, this could result in the private placement warrant holders receiving fewer shares of Class A
Common Stock than they would have received if they had chosen to wait to exercise their private placement warrants for Class A
Common Stock if and when such Class A Common Stock was trading at a price higher than the exercise price of $11.50.
No fractional shares of Class A Common Stock
will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we
will round down to the nearest whole number of the number of shares of Class A Common Stock to be issued to the holder.
Redemption
procedures and cashless exercise. If we call the private placement warrants for redemption as described above, our management
will have the option to require any holder that wishes to exercise his, her or its private placement warrant to do so on a “cashless
basis.” In determining whether to require all holders to exercise their private placement warrants on a “cashless basis,”
our management will consider, among other factors, our cash position, the number of private placement warrants that are outstanding
and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A Common Stock issuable upon
the exercise of our private placement warrants. If our management elects this option, all holders of private placement warrants
would pay the exercise price by surrendering their private placement warrants for that number of shares of Class A Common
Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying
the private placement warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise
price of the private placement warrants by (y) the fair market value. The “fair market value” shall mean the average
reported last sale price of the Class A Common Stock for the 10 trading days ending on the third trading day prior to the
date on which the notice of redemption is sent to the holders of private placement warrants. If our management elects this option,
the notice of redemption will contain the information necessary to calculate the number of shares of Class A Common Stock
to be received upon exercise of the private placement warrants, including the “fair market value” in such case. Requiring
a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a private
placement warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise
of the private placement warrants. If we call our private placement warrants for redemption and our management does not elect this
option, our Sponsor and its permitted transferees, which include the selling securityholders, would still be entitled to exercise
their private placement private placement warrants for cash or on a cashless basis using the same formula described above that
other private placement warrant holders would have been required to use had all private placement warrant holders been required
to exercise their private placement warrants on a cashless basis, as described in more detail below.
A
holder of a private placement warrant may notify us in writing in the event it elects to be subject to a requirement that
such holder will not have the right to exercise such private placement warrant, to the extent that after giving effect to such
exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially
own in excess of 9.8% (or such other amount as a holder may specify) of the shares of Class A Common Stock outstanding immediately
after giving effect to such exercise.
If
the number of outstanding shares of Class A Common Stock is increased by a capitalization or share dividend payable in Class A
Common Stock, or by a split-up of Class A Common Stock or other similar event, then, on the effective date of such share dividend,
split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each private placement
warrant will be increased in proportion to such increase in the outstanding shares of Class A Common Stock. A rights offering
to holders of Class A Common Stock entitling holders to purchase Class A Common Stock at a price less than the fair market
value will be deemed a share dividend of a number of shares of Class A Common Stock equal to the product of (i) the number
of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold
in such rights offering that are convertible into or exercisable for Class A Common Stock) multiplied by (ii) one (1) minus
the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the
fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A
Common Stock, in determining the price payable for Class A Common Stock, there will be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value
means the volume weighted average price of Class A Common Stock as reported during the ten (10) trading day period ending
on the trading day prior to the first date on which the Class A Common Stock trades on the applicable exchange or in the applicable
market, regular way, without the right to receive such rights.
In
addition, if we, at any time while the private placement warrants are outstanding and unexpired, pay a dividend or make
a distribution in cash, securities or other assets to the holders of Class A Common Stock on account of such Class A Common Stock
(or other shares into which the private placement warrants are convertible) other than (a) as described above or (b) certain ordinary
cash dividends, then the private placement warrant exercise price will be decreased, effective immediately after the effective
date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of
Class A Common Stock in respect of such event.
If
the number of outstanding shares of Class A Common Stock is decreased by a consolidation, combination, reverse share split
or reclassification of Class A Common Stock or other similar event, then, on the effective date of such consolidation, combination,
reverse share split, reclassification or similar event, the number of shares of Class A Common Stock issuable on exercise
of each private placement warrant will be decreased in proportion to such decrease in outstanding shares of Class A
Common Stock.
Other than as set forth in the three immediately
preceding paragraphs, no adjustment will be required to be made.
Whenever
the number of shares of Class A Common Stock purchasable upon the exercise of the private placement warrants is adjusted,
as described above, the private placement warrant exercise price will be adjusted by multiplying the private placement warrant
exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares
of Class A Common Stock purchasable upon the exercise of the private placement warrants immediately prior to such adjustment,
and (y) the denominator of which will be the number of shares of so purchasable immediately thereafter.
In
case of any reclassification or reorganization of the outstanding shares of Class A Common Stock (other than those described
above or that solely affects the par value of such shares of Class A Common Stock), or in the case of any merger or consolidation
of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that
does not result in any reclassification or reorganization of our outstanding shares of Class A Common Stock), or in the case
of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially
as an entirety in connection with which we are dissolved, the holders of the private placement warrants will thereafter
have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the private placement warrants
and in lieu of our shares of Class A Common Stock immediately theretofore purchasable and receivable upon the exercise of
the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the holder of the private placement warrants would have received if such holder had exercised their private placement warrants
immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount
of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash
or other assets for which each private placement warrant will become exercisable will be deemed to be the weighted average of the
kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and if
a tender, exchange or redemption offer has been made to and accepted by such holders under circumstances in which, upon completion
of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1)
under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning
of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part,
own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of Class A
Common Stock, the holder of a private placement warrant will be entitled to receive the highest amount of cash, securities or other
property to which such holder would actually have been entitled as a stockholder if such private placement warrant holder had exercised
the private placement warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the shares
of Class A Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment
(from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided
for in the warrant agreement relating to the private placement warrants. Additionally, if less than 70% of the consideration receivable
by the holders of ordinary shares in such a transaction is payable in the form of common stock in the successor entity that is
listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed
for trading or quoted immediately following such event, and if the registered holder of the private placement warrant properly
exercises the private placement warrant within thirty days following public disclosure of such transaction, the private placement
warrant exercise price will be reduced as specified in the warrant agreement relating to the private placement warrants based on
the per share consideration minus the Black-Scholes Warrant Value (as defined in the warrant agreement relating to the private
placement warrants) of the private placement warrant.
The
private placement warrants were issued in registered form under a warrant agreement between Continental Stock Transfer &
Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the private placement warrants may be
amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by
the holders of at least 50% of the then outstanding private placement warrants to make any change that adversely affects the interests
of the registered holders of private placement warrants.
The
private placement warrants may be exercised upon surrender of the private placement warrant certificate on or prior to the
expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the private placement warrant
certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if
applicable), by certified or official bank check payable to us, for the number of private placement warrants being exercised. The
private placement warrant holders do not have the rights or privileges of holders of Class A Common Stock and any voting rights
until they exercise their private placement warrants and receive Class A Common Stock. After the issuance of Class A
Common Stock upon exercise of the private placement warrants, each holder will be entitled to one vote for each share held of record
on all matters to be voted on by stockholders.
The private placement warrants are not
listed on any exchange.
DESCRIPTION OF UNITS
We may issue units consisting of any combination
of the other types of securities offered under this prospectus in one or more series. We may evidence each series of units by unit
certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent
will be a bank or trust company that we select. We will indicate the name and address of the unit agent in the applicable prospectus
supplement relating to a particular series of units.
The following description, together with
the additional information included in any applicable prospectus supplement, summarizes the general features of the units that
we may offer under this prospectus. You should read any prospectus supplement and any free writing prospectus that we may authorize
to be provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms
of the units. Specific unit agreements will contain additional important terms and provisions and we will file as an exhibit to
the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we file
with the SEC, the form of each unit agreement relating to units offered under this prospectus.
If we offer any units, certain terms of
that series of units will be described in the applicable prospectus supplement or related free writing prospectus, including, without
limitation, the following, as applicable:
|
·
|
the title of the series of units;
|
|
·
|
identification and description of the separate constituent securities comprising the units;
|
|
·
|
the price or prices at which the units will be issued;
|
|
·
|
the date, if any, on and after which the constituent securities comprising the units will be separately transferable;
|
|
·
|
a discussion of certain United States federal income tax considerations applicable to the units; and
|
|
·
|
any other terms of the units and their constituent securities.
|
SELLING SECURITYHOLDERS
Up to 80,479,526 shares of our Class A
Common Stock may be offered for resale by the selling securityholders under this prospectus. Additionally, up to 3,939,834
private placement warrants may be offered for resale by selling securityholders under this prospectus.
The securities being registered by the registration
statement of which this prospectus forms a part are being registered pursuant to registration rights granted under the A&R
Registration Rights Agreement.
To the extent permitted by law, the selling
securityholders listed below may resell shares of our Class A Common Stock and private placement warrants pursuant to this prospectus.
We have registered the sale of the shares of our Class A Common Stock and the private placement warrants to permit the selling
securityholders and their respective permitted transferees or other successors-in-interest that receive their shares of Class A
Common Stock or private placement warrants from the selling securityholders after the date of this prospectus to resell their shares
of Class A Common Stock and private placement warrants.
The following table sets forth the number
of shares of Class A Common Stock and private placement warrants being offered by the selling securityholders pursuant to this
prospectus. The selling securityholders are not making any representation that any shares of Class A Common Stock or private placement
warrants covered by this prospectus will be offered for sale or sold. The selling securityholders reserve the right to accept or
reject, in whole or in part, any proposed sale of shares of Class A Common Stock or private placement warrants. For purposes of
the table below, we assume that all of the shares of our Class A Common Stock and private placement warrants covered by this prospectus
will be sold.
Beneficial ownership is determined in accordance
with the rules of the SEC and includes voting or investment power with respect to shares of Class A Common Stock and the right
to acquire such voting or investment power within 60 days through the exercise of any option, warrant or other right. Unless otherwise
indicated, the Company believes that the persons named in the table below have sole voting and investment power with respect to
all shares of voting stock beneficially owned by them. Except as described in the footnotes to the following table and in the reports
incorporated by reference in the registration statement of which this prospectus forms a part, the persons named in the table have
not held any position or office or had any other material relationship with us or our affiliates during the three years prior to
the date of this prospectus. See “Where You Can Find More Information.” The inclusion of any shares of Class A Common
Stock in this table does not constitute an admission of beneficial ownership for the persons named below.
As of December 15, 2020, assuming the exchange
of 18,938,269 AdaptHealth Units together with the same number of shares of our Class B Common Stock for shares of our Class A Common
Stock, there were 90,329,079 shares of our Class A Common Stock issued and outstanding.
Selling
Securityholder
|
|
Shares
of Class A
Common
Stock
Beneficially
Owned
Prior to
Offering
|
|
|
Private
Placement
Warrants
Beneficially
Owned
Prior to
Offering
|
|
|
Shares
of
Class A
Common Stock
Offered
|
|
|
Private
Placement
Warrants
Offered
|
|
|
Shares
of
Class A
Common
Stock
Beneficially
Owned
After
the Offered
Shares are
Sold
|
|
|
%
|
|
|
Private
Placement
Warrants
Beneficially
Owned
After the
Offered
Private
Placement
Warrants
are
Sold
|
|
|
%
|
|
Entities
or Persons affiliated with Deerfield Management(1)
|
|
|
20,634,702
|
|
|
|
1,640,981
|
|
|
|
20,634,702
|
|
|
|
1,640,981
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
2014
Barasch Family Trust #1(2)
|
|
|
510,010
|
|
|
|
—
|
|
|
|
510,010
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Richard
Barasch
|
|
|
872,234
|
(3)
|
|
|
527,314
|
|
|
|
853,217
|
|
|
|
527,314
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Dr. Susan
Weaver(4)
|
|
|
29,509
|
|
|
|
—
|
|
|
|
20,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Dr. Gregory
Sorenson(5)
|
|
|
20,000
|
|
|
|
—
|
|
|
|
20,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Christopher
Wolfe
|
|
|
375,089
|
(6)
|
|
|
132,085
|
|
|
|
375,089
|
|
|
|
132,085
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Luke
McGee(7)
|
|
|
4,108,171
|
(8)
|
|
|
224,121
|
|
|
|
3,958,171
|
|
|
|
224,121
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Joshua
Parnes
|
|
|
223,125
|
(9)
|
|
|
—
|
|
|
|
73,125
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Shaw
Rietkerk
|
|
|
301,763
|
(10)
|
|
|
11,617
|
|
|
|
213,827
|
|
|
|
11,617
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Christopher
Murray(11)
|
|
|
14,000
|
|
|
|
—
|
|
|
|
14,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Clifton
Bay Offshore Investments L.P.
|
|
|
15,025,135
|
(12)
|
|
|
665,628
|
|
|
|
15,025,135
|
|
|
|
665,628
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
BlueMountain
Foinaven Master Fund L.P.
|
|
|
347,383
|
|
|
|
—
|
|
|
|
347,383
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
BMSB L.P.
|
|
|
1,057,986
|
|
|
|
—
|
|
|
|
1,057,986
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
BlueMountain
Fursan Fund L.P.
|
|
|
425,149
|
|
|
|
—
|
|
|
|
425,149
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
BlueMountain
Summit Opportunites Fund II (US) L.P.
|
|
|
75,290
|
|
|
|
—
|
|
|
|
75,290
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
BlueMountain
Summit Trading L.P.
|
|
|
10,126
|
|
|
|
—
|
|
|
|
10,126
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Ocean
Rock NJ LLC
|
|
|
5,430,413
|
(13)
|
|
|
240,568
|
|
|
|
5,430,413
|
|
|
|
240,568
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Plains
Capital LLC
|
|
|
709,024
|
(14)
|
|
|
31,410
|
|
|
|
709,024
|
|
|
|
31,410
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Blue
River NJ LLC
|
|
|
6,405,438
|
(15)
|
|
|
274,768
|
|
|
|
6,405,438
|
|
|
|
274,768
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Quad
Cap LLC
|
|
|
1,012,410
|
(16)
|
|
|
129,221
|
|
|
|
1,012,410
|
|
|
|
129,221
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Jedi
Enterprises LLC
|
|
|
1,020,541
|
|
|
|
—
|
|
|
|
1,020,541
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Quadrant
Management, Inc.
|
|
|
936,189
|
(17)
|
|
|
41,473
|
|
|
|
936,189
|
|
|
|
41,473
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
McLarty
Capital Partners SBIC L.P.
|
|
|
4,526,189
|
|
|
|
—
|
|
|
|
4,526,189
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Mayaid2001 LLC
|
|
|
205,228
|
(18)
|
|
|
12,903
|
|
|
|
205,228
|
|
|
|
12,903
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Anthony
Gonzalez
|
|
|
150,551
|
(19)
|
|
|
7,745
|
|
|
|
150,551
|
|
|
|
7,745
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Arimar,
LLC
|
|
|
2,652,153
|
|
|
|
—
|
|
|
|
2,652,153
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
OEP
AHCO Investment Holdings, LLC
|
|
|
13,818,180
|
|
|
|
—
|
|
|
|
13,818,180
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
(1)
|
Comprising (i) 617,719 shares
of Class A Common Stock, 15,810,547 shares of Class A Common Stock issuable upon conversion of 158,105.47 shares of Series
B-1 Preferred Stock and 1,640,981 shares of Class A Common Stock issuable upon exercise of an equal number of private
placement warrants that are currently exercisable held by Deerfield Private Design Fund IV, (ii) 20,000 shares of Class A
Common Stock held by Steven Hochberg and (iii) 2,545,455 shares of Class A Common Stock issuable upon conversion of 25,454.55
shares of Series B-1 Preferred Stock held by Deerfield Partners. Deerfield Mgmt IV, L.P. is the general partner of
Deerfield Private Design Fund IV. Deerfield Mgmt, L.P. is the general partner of Deerfield Partners. Deerfield Management
Company, L.P. is the investment manager of Deerfield Private Design Fund IV and Deerfield Partners. Mr. James E.
Flynn is the sole member of the general partner of each of Deerfield Mgmt IV, L.P., Deerfield Mgmt, L.P. and Deerfield
Management. Steven Hochberg is a partner at Deerfield Management, and the Class A Common Stock owned by Steven Hochberg
is held for the benefit, and at the direction, of Deerfield Management. Deerfield Mgmt IV, L.P. may be deemed to
beneficially own the securities held by Deerfield Private Design Fund IV. Deerfield Mgmt, L.P. may be deemed to beneficially
own the securities held by Deerfield Partners. Each of Deerfield Management and Mr. James E. Flynn may be deemed to
beneficially own the securities held by each of Deerfield Private Design Fund IV, Deerfield Partners and Steven Hochberg.
The address of Deerfield Private Design Fund IV, Steven Hochberg and Deerfield Partners is 780 Third Avenue, 37th Floor,
New York, NY 10017. The terms of the Series B-1 Preferred Stock restrict the conversion of such shares to the extent that,
upon such conversion, the number of shares of Class A Common Stock then beneficially owned by the holder and its affiliates
and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed
4.9% of the total number of shares of Class A Common Stock then outstanding (the “Ownership Cap”). Accordingly,
notwithstanding the number of shares set forth in the table above, the selling securityholder disclaims beneficial ownership
of the shares of Class A Common Stock issuable upon conversion of Series B-1 Preferred Stock to the extent that upon
such conversion the number of shares beneficially owned by Deerfield Partners, Deerfield Private Design Fund IV, Deerfield
Mgmt, L.P., Deerfield Mgmt IV, L.P., Deerfield Management and Mr. Flynn, in the aggregate, would exceed the Ownership
Cap.
|
|
(2)
|
Richard Barasch is not the trustee,
but is a beneficiary of, the 2014 Barasch Family Trust #1.
|
|
(3)
|
Includes 527,314 shares of Class A
Common Stock issuable upon exercise of an equal number of private placement warrants
that are currently exercisable. Mr. Barasch is the Chairman of our board of directors.
|
|
(4)
|
Dr. Weaver is a member of our
board of directors.
|
|
(5)
|
Dr. Sorenson is a stockholder
in, and Executive Chairman on the board of directors of, Deerfield Imaging Holdings, Inc.,
an affiliate of Deerfield Management.
|
|
(6)
|
Includes 132,085 shares of Class A
Common Stock issuable upon exercise of an equal number of private placement warrants
that are currently exercisable.
|
|
(7)
|
Includes shares of Class A Common
Stock and private placement warrants held directly by Fresh Pond Investment LLC,
2321 Capital LLC and LBM DME Holdings LLC.
|
|
(8)
|
Includes 224,121 shares of Class A
Common Stock issuable upon exercise of an equal number of private placement warrants
that are currently exercisable. Includes 150,000 restricted shares of Class A Common
Stock, which will be eligible to vest on December 31 on each of 2020, 2021 and 2022
(each, a “Vesting Date”). The number of shares eligible to vest on each Vesting
Date (the “Vesting Eligible Restricted Shares”) that will actually vest on
each Vesting Date will be based on the compound annual growth rate (“CAGR”)
of the price per share of the Company’s Class A Common Stock from the grant
date through the applicable Vesting Date (where the stock price on each Vesting Date
will be determined based on the dollar volume-weighted average price over the previous
20 trading days) as follows (the “Restricted Stock Vesting Condition”): (i) If
CAGR is negative, all Vesting Eligible Restricted Shares will be forfeited for no consideration,
(ii) if CAGR is 0%, one-third of the Vesting Eligible Restricted Shares will vest
and the remainder will be forfeited for no consideration, (iii) if CAGR is 15%,
two-thirds of the Vesting Eligible Restricted Shares will vest and the remainder will
be forfeited for no consideration, (iv) if CAGR is 30%, all of the Vesting Eligible
Restricted Shares will vest and (v) if the CAGR is between any of the foregoing
thresholds, the number of Vesting Eligible Restricted Shares that will vest and that
will be forfeited will be determined by straight-line interpolation.
|
|
(9)
|
Includes 150,000 restricted shares
of Class A Common Stock, which will be eligible to vest on each Vesting Date. The
number of Vesting Eligible Restricted Shares that will actually vest on each Vesting
Date will be based on the Restricted Stock Vesting Condition.
|
|
(10)
|
Includes 11,617 shares of Class A
Common Stock issuable upon exercise of an equal number of private placement warrants
that are currently exercisable. Includes 25,000 restricted shares of Class A Common
Stock, which will be eligible to vest on each Vesting Date. The number of Vesting Eligible
Restricted Shares that will actually vest on each Vesting Date will be based on the Restricted
Stock Vesting Condition.
|
|
(11)
|
Mr. Murray is an employee of
AdaptHealth and/or its affiliates.
|
|
(12)
|
Includes 665,628 shares of Class A
Common Stock issuable upon exercise of an equal number of private placement warrants
that are currently exercisable.
|
|
(13)
|
Includes 240,568 shares of Class A
Common Stock issuable upon exercise of an equal number of private placement warrants
that are currently exercisable.
|
|
(14)
|
Includes 31,410 shares of Class A
Common Stock issuable upon exercise of an equal number of private placement warrants
that are currently exercisable.
|
|
(15)
|
Includes 274,768 shares of Class A
Common Stock issuable upon exercise of an equal number of private placement warrants
that are currently exercisable.
|
|
(16)
|
Includes 129,221 shares of Class A
Common Stock issuable upon exercise of an equal number of private placement warrants
that are currently exercisable.
|
|
(17)
|
Includes 41,473 shares of Class A
Common Stock issuable upon exercise of an equal number of private placement warrants
that are currently exercisable.
|
|
(18)
|
Includes 12,903 shares of Class A
Common Stock issuable upon exercise of an equal number of private placement warrants
that are currently exercisable. Christopher Joyce is the sole member of Mayaid2001 LLC
and may be deemed to have beneficial ownership of the shares of Class A Common Stock
owned thereby. Mr. Joyce currently serves as our General Counsel.
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(19)
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Includes 7,745 shares of Class A
Common Stock issuable upon exercise of an equal number of private placement warrants
that are currently exercisable. Mr. Gonzalez is an employee of AdaptHealth and/or
its affiliates.
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PLAN OF DISTRIBUTION
We and the selling securityholders and any
of our or their pledgees, donees, assignees, transferees and successors-in-interest may, from time to time, sell, separately or
together, some or all of the securities covered by this prospectus on Nasdaq or any other stock exchange, market or trading facility
on which the securities are traded, listed or quoted in the over-the-counter market or in private transactions. These sales may
be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying
prices determined at the time of sale, or at negotiated prices. To the extent the selling securityholders gift, pledge or otherwise
transfer the securities offered hereby, such transferees may offer and sell the securities from time to time under this prospectus,
provided that, if required under the Securities Act, and the rules and regulations promulgated thereunder, this prospectus has
been amended under Rule 424(b)(3) or other applicable provision of the Securities Act, to include the name of such transferee
in the list of selling securityholders under this prospectus. Subject to compliance with applicable law, we and the selling securityholders
may use any one or more of the following methods when selling securities:
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·
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ordinary brokerage transactions and transactions in which the broker-dealer solicits the purchaser;
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·
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block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion
of the block as principal to facilitate the transaction;
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·
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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·
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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·
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“at the market” or through market makers or into an existing market for the securities;
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·
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through one or more underwritten offerings on a firm commitment or best efforts basis;
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·
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settlement of short sales entered into after the date of this prospectus;
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·
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agreements with broker-dealers to sell a specified number of securities at a stipulated price per security;
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·
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through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise,
or through the writing of other securities or contracts to be settled in such securities;
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·
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through the distribution of securities by us or any selling securityholder to our or its partners, members or securityholders;
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·
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a combination of any such methods of sale; or
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·
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any other method permitted pursuant to applicable law.
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We have not, and to our knowledge, the selling
securityholders have not, entered into any agreements, understandings or arrangements with any underwriters or broker/dealers regarding
the sale of the securities covered by this prospectus. At any time a particular offer of the securities covered by this prospectus
is made, a revised prospectus or prospectus supplement, if required, will set forth the aggregate amount of securities covered
by this prospectus being offered and the terms of the offering, including the name or names of any underwriters, dealers, brokers
or agents. In addition, to the extent required, any discounts, commissions, concessions and other items constituting underwriters’
or agents’ compensation, as well as any discounts, commissions or concessions allowed or reallowed or paid to dealers, will
be set forth in such revised prospectus or prospectus supplement. Any such required prospectus supplement, and, if necessary, a
post-effective amendment to the registration statement of which this prospectus is a part, will be filed with the SEC to reflect
the disclosure of additional information with respect to the distribution of the securities covered by this prospectus.
To the extent required, any applicable prospectus
supplement will set forth whether or not underwriters may over-allot or effect transactions that stabilize, maintain or otherwise
affect the market price of the securities at levels above those that might otherwise prevail in the open market, including, for
example, by entering stabilizing bids, effecting syndicate covering transactions or imposing penalty bids.
The selling securityholders may also sell
shares of our securities under Rule 144 under the Securities Act, if available, or in other transactions exempt from registration,
rather than under this prospectus. The selling securityholders have the sole and absolute discretion not to accept any purchase
offer or make any sale of securities if they deem the purchase price to be unsatisfactory at any particular time.
Broker-dealers engaged by us or the selling
securityholders may arrange for other broker-dealers to participate in sales. If we or the selling securityholders effect such
transactions by selling securities to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents
may receive commissions in the form of discounts, concessions or commissions from us or the selling securityholders (and/or, if
any broker-dealer acts as agent for the purchaser of the securities, from the purchaser) in amounts to be negotiated.
In connection with the sale of securities,
the selling securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may
in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling securityholders
may also sell securities short after the effective date of the registration statement of which this prospectus is a part and deliver
these securities to close out their short positions, or loan or pledge securities to broker-dealers that in turn may sell these
securities. The selling securityholders may also enter into option or other transactions with broker-dealers or other financial
institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial
institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell
pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The selling securityholders may from time
to time pledge or grant a security interest in some or all of their securities to their broker-dealers under the margin provisions
of customer agreements or to other parties to secure other obligations. If a selling securityholder defaults on a margin loan or
other secured obligation, the broker-dealer or secured party may, from time to time, offer and sell the securities pledged or secured
thereby pursuant to this prospectus. The selling securityholders and any other persons participating in the sale or distribution
of the securities will be subject to applicable provisions of the Securities Act and the Exchange Act, and the rules and regulations
thereunder, including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the
timing of purchases and sales of any of the securities by, the selling securityholders or any other person, which limitations may
affect the marketability of the securities.
The selling securityholders also may transfer
the shares of our securities in other circumstances, in which case the transferees, pledgees or other successors-in-interest will
be the selling beneficial owners for purposes of this prospectus.
A selling securityholder that is an entity
may elect to make a pro rata in-kind distribution of securities to its members, partners or shareholders pursuant to the registration
statement of which this prospectus is a part by delivering a prospectus. To the extent that such members, partners or shareholders
are not affiliates of ours, such members, partners or shareholders would thereby receive freely tradeable securities pursuant to
the distribution through a registration statement.
The selling securityholders and any broker-dealers
or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities
Act. We have not, and to our knowledge, the selling securityholders have not, entered into any agreement or understanding, directly
or indirectly, with any person to distribute the securities offered hereby.
We are required to pay all fees and expenses
incident to the registration of our securities. We have agreed to indemnify the selling securityholders against certain losses,
claims, damages and liabilities, including liabilities under the Securities Act. We and the selling securityholders may agree to
indemnify underwriters, broker-dealers or agents against certain liabilities, including liabilities under the Securities Act, and
may also agree to contribute to payments which the underwriters, broker-dealers or agents may be required to make. We have also
agreed to keep the registration statement of which this prospectus forms a part effective until the selling securityholders have
disposed of all of the secondary securities covered by this prospectus.
There can be no assurance that we or any
selling securityholder will sell any or all of the securities registered pursuant to the registration statement of which this prospectus
is a part.
Issuance of Class A Common Stock Underlying
Private Placement Warrants
This prospectus includes our issuance of
shares of Class A Common Stock underlying the private placement warrants upon the exercise of the private placement warrants by
the holders thereof. The private placement warrants may be exercised upon the surrender of the certificate evidencing such private
placement warrant on or before the expiration date at the offices of the warrant agent for the private placement warrants, Continental
Stock Transfer & Trust Company, in the borough of Manhattan, City and State of New York, with the subscription form, as set
forth in the private placement warrants, duly executed, accompanied by full payment of the exercise price, by certified or official
bank check payable to us, for the number of private placement warrants being exercised. Additionally, the private placement warrants
may be exercised on a cashless basis provided that the private placement warrants are held by the initial holders or a permitted
transferee. In such event, holders would pay the exercise price by surrendering his, her or its private placement warrants for
that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares
of Class A Common Stock underlying the private placement warrants to be exercised, multiplied by the difference between the exercise
price of the private placement warrants per share and the “fair market value” (defined below) by (y) the fair market
value. The “fair market value” means the average reported last sale price of our Class A Common Stock for the 10 trading
days ending on the third trading day prior to the date on which the notice of private placement warrant exercise or redemption
is sent to the warrant agent.
Private placement warrants are exercisable
only for a whole number of shares of Class A Common Stock. No fractional shares will be issued upon the exercise of the private
placement warrants. If, upon the exercise of the private placement warrants, a holder would be entitled to receive a fractional
interest in a share, we will, upon the exercise, round down to the nearest whole number the number of shares of Class A Common
Stock to be issued to such holder.
LEGAL MATTERS
The validity of the securities offered hereby
has been passed on for us by Willkie Farr & Gallagher LLP, New York, New York. If any legal matters relating to offerings made
in connection with this prospectus are passed upon by other counsel for underwriters, dealers or agents, such counsel will be named
in the prospectus supplement relating to any such offering.
EXPERTS
The consolidated financial statements
of AdaptHealth Corp. as of December 31, 2019 and 2018, and for each of the years then ended, have been incorporated by
reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public
accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
KPMG LLP’s report refers to a change in the method of accounting for revenue due to the adoption of Accounting
Standards Codification Topic 606, Revenue from Contracts with Customers.
The audited combined financial statements
of the Patient Care Solutions Business as of March 31, 2019 and March 31, 2018 and for the years then ended incorporated by reference
in this registration statement have been so incorporated in reliance upon the report of Grant Thornton LLP, independent certified
public accountants, upon the authority of said firm as experts in accounting and auditing.
The audited consolidated financial statements
of Solara Medical Supplies, LLC as of December 31, 2019 and 2018 (Successor), and for the year ended December 31, 2019 (Successor)
and the period from June 1, 2018 to December 31, 2018 (Successor), and financial statements for the period from January 1, 2018
to May 31, 2018 (Predecessor), incorporated by reference in this prospectus have been so included in reliance upon the report of
RSM US LLP, independent certified public accountants, upon the authority of said firm as experts in accounting and auditing.
The consolidated financial statements
of AeroCare Holdings Inc. as of December 31, 2019 and 2018, and for the years then ended, have been incorporated by
reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent auditors,
incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. KPMG LLP’s
report refers to a change in the method of accounting for revenue due to the adoption of Accounting Standards Codification
Topic 606, Revenue from Contracts with Customers.
WHERE YOU CAN FIND
MORE INFORMATION
We are required to file annual, quarterly
and current reports, proxy statements and other information with the SEC. Our filings with the SEC are available to the public
through the SEC’s website at https://www.sec.gov and are also available through our website at https://www.adapthealth.com/investor-relations.
You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished
to, the SEC. The information on our website does not constitute part of, and is not incorporated by reference in, this prospectus.
We have filed a registration statement on
Form S-3 with the SEC relating to the securities covered by this prospectus. This prospectus is a part of the registration statement
and does not contain all of the information in the registration statement. Whenever a reference is made in this prospectus to a
contract or other document of ours, please be aware that the reference is only a summary and that you should refer to the exhibits
that are part of the registration statement for a copy of the contract or other document. You may review a copy of the registration
statement through the SEC’s website or our website.
INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” the information that we file with them. This allows us to disclose important information to you by referring
to those filed documents. Any information referred to in this way is considered part of this prospectus, and any information that
we file with the SEC after the date of this prospectus will automatically update and supersede this information.
We are incorporating by reference the documents
listed below, and all documents that we file after the date of this prospectus with the SEC pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act prior to the termination of the offering of securities covered by this prospectus:
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·
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Our
Annual Report on Form 10-K for the year ended December 31, 2019, filed with the
SEC on March 6, 2020;
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·
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Our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and
September 30, 2020, filed with the SEC on May 8, 2020, August 7, 2020 and November 6,
2020, respectively;
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·
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Our
Current Reports on Form 8-K filed with the SEC on January 7, 2020, May 22, 2020, May 29, 2020, June 18, 2020, June 26, 2020, July 2, 2020, July 14, 2020, July 30, 2020, August 4, 2020, August 4, 2020, August 21, 2020, August 28, 2020, September 21, 2020, October 22, 2020, December 7, 2020 and December 14, 2020 and on Form 8-K/A filed with the SEC
on January 21, 2020 (in each case, excluding any information furnished and not filed
with the SEC); and
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·
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The
description of our securities contained in our registration statement on Form 8-A filed
with the SEC on February 15, 2018, as updated by Exhibit 4.5 to our Annual Report on
Form 10-K for the year ended December 31, 2019, including any further amendment or report
filed for the purpose of updating such description.
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Unless we specifically state otherwise,
none of the information furnished under Item 2.02 or Item 7.01 in our Current Reports on Form 8-K is, or will be, incorporated
by reference in this prospectus.
We will provide to each person, including
any beneficial owner, to whom a prospectus has been delivered, free of charge, upon oral or written request, copies of any documents
that we have incorporated by reference into this prospectus. You can obtain copies through our website at https://www.adapthealth.com/investor-relations
or by contacting AdaptHealth Corp., Attn: Secretary, 220 West Germantown Pike, Suite 250, Plymouth Meeting, PA 19462.
Part II
Information not required
in prospectus
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs
and expenses to be borne by the Registrant in connection with the offerings described in this Registration Statement.
Registration fee
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$
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108,882.59
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FINRA filing fee
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*
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Printing
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*
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Accounting fees and expenses
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*
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Legal fees and expenses
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*
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Transfer agent and registrar
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*
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Trustee fees and expenses
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*
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Miscellaneous
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*
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Total
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*
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* These fees are calculated based on the securities
offered and the number of issuances and accordingly cannot be defined at this time.
Item 15. Indemnification of Directors and Officers
Our Charter provides that our directors
and officers will be indemnified by us to the fullest extent authorized by the General Corporation Law of the State of Delaware
(the “DGCL”) as it now exists or may in the future be amended. In addition, our Charter provides that our directors
will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, unless they violated
their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful
payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions
as directors.
We have entered into agreements with our
directors and officers to provide contractual indemnification in addition to the indemnification provided in our Charter. We believe
that these provisions and agreements are necessary to attract qualified directors and officers. Our Bylaws also permit us to secure
insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether
the DGCL would permit indemnification. We have purchased a policy of directors’ and officers’ liability insurance that
insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances and insures
us against our obligations to indemnify the directors and officers.
These provisions may discourage stockholders
from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of
reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might
otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent
we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We
believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced
directors and officers.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing
provisions, or otherwise, we have been informed that in the opinion of the SEC, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
Item 16. Exhibits
The following is a list of all exhibits
filed as a part of this registration statement on Form S-3, including those incorporated herein by reference.
Exhibit
No.
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Document
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1.1
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Form of Underwriting Agreement.**
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2.1
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Merger Agreement, dated as of July 8, 2019, by and among DFB, Merger Sub, AdaptHealth Holdings, the Blocker Companies, the AdaptHealth Holdings Unitholders’ Representative and, solely for the purposes specified therein, the Blocker Sellers (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on July 12, 2019).
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2.2
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Amendment No. 1 to Merger Agreement, dated as of October 15, 2019, by and among DFB, Merger Sub, AdaptHealth Holdings, the Blocker Companies, the AdaptHealth Holdings Unitholders’ Representative and, solely for the purposes specified therein, the Blocker Sellers (incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K, filed with the SEC on October 17, 2019).
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4.1
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Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on November 14, 2019).
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4.2
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Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed with the SEC on November 14, 2019).
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4.3
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Certificate of Correction to Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 of the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2020).
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4.4
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Certificate of Designations of Preferences,
Rights and Limitations of Series B-1 Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the
Company’s Current Report on Form 8-K filed with the SEC on June 26, 2020).
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4.5
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Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-1, filed with the SEC on February 12, 2018).
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4.6
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Amended and Restated Registration Rights Agreement, dated as of July 1, 2020, by and among the Company and the persons listed of the signature pages thereto (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on July 2, 2020).
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4.7
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Amendment to Amended and Restated Registration Rights Agreement, dated as of December 1, 2020, by and among the Company, AdaptHealth Holdings LLC and the other persons listed on the signature pages thereto (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on December 7, 2020).
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4.8
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Warrant Agreement, dated February 15, 2018, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on February 22, 2018).
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4.9
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Form of Certificate of Designations.**
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4.10
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Form of Indenture.*
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4.11
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Form of Warrant Agreement.**
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4.12
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Form of Unit Agreement**
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5.1
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Opinion of Willkie Farr & Gallagher LLP.*
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23.1
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Consent of KPMG LLP.*
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23.2
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Consent of Grant Thornton LLP.*
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23.3
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Consent of RSM US LLP.*
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23.4
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Consent of KPMG LLP.*
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23.5
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Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1).*
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24.1
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Powers of Attorney (included on the signature page to this Registration Statement on Form S-3).*
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25.1
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Statement of Eligibility on Form T-1.**
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**
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To be filed by amendment or as an exhibit to a document incorporated by reference herein in connection with the issuance of
the securities.
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Item 17. Undertakings
(a) The
undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement;
provided,
however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract
of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the
initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
(d) The
undersigned registrant hereby undertakes that:
(1) For purposes of determining
any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining
any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(e) The
undersigned hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”),
in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Plymouth Meeting, State of Pennsylvania, on December 18, 2020.
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ADAPTHEALTH CORP.
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By:
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/s/ Luke McGee
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Name:
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Luke McGee
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Title:
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Chief Executive Officer and Director
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POWER OF ATTORNEY
Each person whose individual signature appears
below hereby authorizes and appoints Luke McGee and Christopher Joyce and each of them, with full power of substitution and resubstitution
and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place
and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file
any and all amendments to this registration statement, including post-effective amendments, and any registration statement relating
to the same offering as this Registration Statement that is to be effective upon filing pursuant to Rule 462 under the Securities
Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents
and purposes, as they, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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By:
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/s/ Luke McGee
Luke McGee
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Chief Executive Officer and Director
(Principal Executive Officer)
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December 18, 2020
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By:
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/s/ Jason Clemens
Jason Clemens
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Chief Financial Officer
(Principal Financial Officer)
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December 18, 2020
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By:
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/s/ Frank J. Mullen
Frank J. Mullen
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Chief Accounting Officer
(Principal Accounting Officer)
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December 18, 2020
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By:
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/s/ Richard Barasch
Richard Barasch
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Chairman of the Board
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December 18, 2020
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By:
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/s/ Joshua Parnes
Joshua Parnes
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President and Director
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December 18, 2020
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By:
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/s/ Alan Quasha
Alan Quasha
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Director
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December 18, 2020
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By:
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/s/ Terence Connors
Terence Connors
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Director
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December 18, 2020
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By:
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/s/ Dr. Susan Weaver
Dr. Susan Weaver
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Director
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December 18, 2020
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By:
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/s/ Dale Wolf
Dale Wolf
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Director
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December 18, 2020
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By:
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/s/ Bradley Coppens
Bradley Coppens
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Director
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December 18, 2020
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By:
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/s/ David S. Williams
III
David S. Williams III
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Director
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December 18, 2020
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