AdaptHealth Corp. announces a proposed public offering of Class A ordinary shares
PLYMOUTH MEETING, PA – (COMMERCIAL THREAD) –AdaptHealth Corp. (NASDAQ: AHCO) (“AdaptHealth” or the “Company”), a leading provider of home medical equipment, supplies and services in the United States, today announced that it has launched a takeover bid for 7,000,000 Class A common shares, and certain selling shareholders intend to offer and sell an additional 1,000,000 Class A common shares of the Company, subject to market and other conditions. In conjunction with the Offer, the Company intends to grant the Underwriters a 30-day option to purchase up to 1,200,000 additional Class A Shares.
The Company intends to use approximately half of the net proceeds of the shares it is offering under this offering, together with the senior secured term loans, the net proceeds of the issuance of senior notes. unsecured rank and cash on hand, to fund the acquisition of AeroCare Holdings, Inc. (“AeroCare”) and to pay related fees and expenses, and the remainder for general corporate purposes, which may include future acquisitions and other business opportunities, capital expenditures and working capital. The Company will not receive any proceeds from the sale of Class A common shares by selling shareholders. The closing of the acquisition of AeroCare is not dependent on the completion of the offer, and the completion of the offer is not dependent on the closing of the acquisition.
Deutsche Bank Securities, Jefferies, BofA Securities and Truist Securities act as the principal bookkeepers of the offering. Baird, RBC Capital Markets, Stifel and UBS Investment Bank act as co-book managers for the offering. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction from any person to whom it is unlawful to make an offer, solicitation or sale in such jurisdiction.
This offer is being made pursuant to a prior registration statement in effect on Form S-3 (No. 333-251452) and a preliminary prospectus supplement. The preliminary prospectus supplement relating to the Offer has been filed with the Securities and Exchange Commission (the “SEC”) and is available on the SEC’s website at http://www.sec.gov. In addition, copies of the Preliminary Prospectus Supplement relating to the Class A Common Shares offered under the Offer may be obtained from Deutsche Bank Securities Inc., Attention: Prospectus Department, 60 Wall Street, New York, New York 10005, phone: 800-503-4611, or by email: [email protected]; Jefferies LLC, Attention: Equity Syndicate Prospectus Departments, 520 Madison Avenue, 2nd Floor, New York, NY 10022, phone: (877) 821-7388, or e-mail: [email protected]; BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attention: Prospectus Department, or email: mailto: [email protected]; and Truist Securities, Inc., 3333 Peachtree Road NE, 9th floor, Atlanta, Georgia 30326, Attention: Prospectus Department, or e-mail: [email protected]
Before investing in this Offer, interested parties should read the entire Draft Prospectus Supplement, which provides more information about AdaptHealth and this Offer.
About AdaptHealth Corp.
AdaptHealth Corp. is one of the leading providers of home care equipment, home medical supplies and related services in the United States. AdaptHealth offers a full line of medical products and solutions designed to help patients manage chronic disease at home, adjust to life and thrive. Product and service offerings include (i) sleep therapy equipment, supplies and related services (including CPAP and bi PAP services) to people with obstructive sleep apnea, (ii) medical devices and supplies to patients for the treatment of diabetes (including continuous blood glucose monitors and insulin pumps), (iii) home medical equipment (MCH) for patients discharged from acute care facilities and other facilities, (iv) oxygen and related chronic therapy services at home, and (v) other HME medical devices and supplies on behalf of chronically ill patients with wound care, urology, in incontinence, ostomy and diet. The company is proud to partner with an extensive and diverse network of referral sources, including acute care hospitals, sleep laboratories, pulmonologists, skilled nursing facilities and clinics. Recipients of AdaptHealth Medicare, Medicaid, and commercial insurance payers. As of September 30, 2020, AdaptHealth serves approximately 1.8 million patients per year in all 50 states through its network of 269 sites in 41 states.
This press release includes certain statements which are not historical facts but are forward-looking statements for the purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally accompanied by words such as “believe,” may “,” will “,” estimate “,” continue “,” anticipate “,” intend “,” expect “,” should “,” should “,” plan ” “,” Predict “,” seem “,” seek “,” future “,” prospect “and similar expressions which predict or indicate future events or trends or which are not statements of historical subjects. These forward-looking statements include, without limitation, statements regarding AdaptHealth’s expectations regarding its capital raising efforts, including the commencement of the public offering, the size or actual conditions of the offering, the exercise by the underwriters of their stock option and the intended use of the proceeds by AdaptHealth, as well as the closing of the acquisition previously announced. These statements are subject to a number of risks and uncertainties, and are based on various assumptions and current expectations of the management of the Company and are not predictions of actual performance. These forward-looking statements are provided for informational purposes only and are not intended to be used, and should not be construed by an investor as, a guarantee, assurance, prediction or definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. A more detailed description of these risks and uncertainties can be found in the documents filed by the Company with the Securities and Exchange Commission. If the risks materialize or if the assumptions prove to be incorrect, actual results could differ materially from the results suggested by these forward-looking statements. There may be additional risks that the Company is currently aware of or currently considers to be negligible, which could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts regarding future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause the Company’s valuations to change. However, although the Company may choose to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be taken as representing the valuations of the Company as of a date subsequent to the date of this press release. Therefore, one should not place undue reliance on forward-looking statements.