PLYMOUTH MEETING, PA – (COMMERCIAL THREAD) –AdaptHealth Corp. (NASDAQ: AHCO) (“AdaptHealth” or the “Company”), a leading provider of home care equipment, home medical supplies and related services in the United States, today announced that its subsidiary, AdaptHealth LLC (the “Issuer”), has launched , subject to market and other conditions, an offer of $ 500 million Total Principal Amount of Senior Notes due 2029 (the “Senior Notes”).
The gross proceeds of the offering will be deposited into a separate escrow account pending the completion of the acquisition previously announced by the Company of AeroCare Holdings, Inc. (“AeroCare”). Upon closing of the AeroCare Acquisition, the net proceeds of the Offer will be released from escrow and, together with the term loans and cash on hand, will be used to fund the cash portion of the consideration for the Offer. acquisition of AeroCare and to pay fees and expenses. The gross proceeds of the offering will replace the current bridge commitment that the issuer has put in place with Jefferies Finance LLC in connection with the financing of the acquisition of AeroCare.
The acquisition of AeroCare is expected to be completed in the first quarter of 2021, subject to customary closing conditions. If the AeroCare acquisition is not completed by May 31, 2021 (or an earlier date the issuer determines that the escrow release conditions cannot be met), the issuer will be required to redeem the Senior Bonds at a redemption price equal to 100%. the principal amount of the Senior Notes, plus accrued and unpaid interest, if any, up to, but excluding, the repayment date.
The Senior Bonds will be guaranteed by certain of the Issuer’s current and future subsidiaries (including AeroCare and its subsidiaries following completion of the AeroCare Acquisition), as well as by the Issuer’s direct parent company, AdaptHealth Intermediate Holdco LLC, on a senior unsecured basis.
The Senior Notes and related guarantees are only offered to investors who are reasonably considered to be “qualified institutional buyers” under the exemption from registration set out in Rule 144A under the Securities Act of 1933, as as amended (the “Securities Act”) and outside the United States to non-US persons under the exemption from registration under Regulation S under the Securities Act. The Senior Notes and related guarantees have not been registered under the Securities Act or securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or applicable exemption from the Securities Act and securities laws or blue sky and foreign securities laws
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale of Senior Notes in any jurisdiction in which such an offer, solicitation or sale. would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
About AdaptHealth Corp.
AdaptHealth is a leading provider 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. 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 projections, estimates and forecasts of revenues and other financial and performance measures and projections of opportunities and expectations of the market and of the pipeline. acquisitions of the Company. These statements are based on various assumptions and current expectations of AdaptHealth management and are not actual performance predictions. These forward-looking statements are provided for informational purposes only and are not intended to be used as, 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.
These forward-looking statements are subject to a number of risks and uncertainties, including the outcome of legal and administrative proceedings to which the Company may become a party or government inquiries to which the Company may be subject and which could interrupt or limit operations. of the Company, result in unfavorable judgments, settlements or fines and create negative publicity; changes in the preferences of the Company’s customers, prospects and competitive conditions prevailing in the healthcare industry; and the impact of the coronavirus pandemic (COVID-19) and the Company’s response to it. A more detailed description of these risks and uncertainties can be found in documents filed by the Company with the Securities and Exchange Commission from time to time. 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 believes to be insignificant, 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 time 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.