PLYMOUTH MEETING, Pa.--(BUSINESS WIRE)--AdaptHealth Corp. (NASDAQ: AHCO), a leading provider of home healthcare equipment, medical supplies to the home and related services in the United States, announced today that its subsidiary, AdaptHealth LLC, has commenced, subject to market and other conditions, an offering of $500 million aggregate principal amount of senior notes due 2029.
The gross proceeds from the offering will be deposited into a segregated escrow account pending completion of the Company’s previously announced acquisition of AeroCare Holdings, Inc. (“AeroCare”). At the closing of the AeroCare acquisition, the net proceeds from the offering will be released from escrow and, together with term loan borrowings and cash on hand, will be used to finance the cash portion of the consideration for the AeroCare acquisition and to pay related fees and expenses. The gross proceeds from the offering will replace the outstanding bridge commitment the Issuer has in place with Jefferies Finance LLC in connection with funding the AeroCare acquisition.
The AeroCare acquisition is expected to close in the first quarter of 2021, subject to customary closing conditions. If the AeroCare acquisition is not completed by May 31, 2021 (or such earlier date on which the Issuer determines that the escrow release conditions cannot be satisfied), the Issuer will be required to redeem the senior notes at a redemption price equal to 100% of the principal amount of the senior notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
The senior notes will be guaranteed by certain of the Issuer’s current and future subsidiaries (including AeroCare and its subsidiaries after the consummation of the AeroCare acquisition), as well as the Issuer’s direct parent, AdaptHealth Intermediate Holdco LLC, on a senior unsecured basis.
The senior notes and related guarantees are being offered only to investors who are reasonably believed to be “qualified institutional buyers” in reliance on the exemption from registration set forth in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The senior notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of senior notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About AdaptHealth Corp.
AdaptHealth is a leading provider of home healthcare equipment, medical supplies to the home and related services in the United States. AdaptHealth provides a full suite of medical products and solutions designed to help patients manage chronic conditions in the home, adapt to life and thrive. Product and services offerings include (i) sleep therapy equipment, supplies and related services (including CPAP and bi PAP services) to individuals suffering from obstructive sleep apnea, (ii) medical devices and supplies to patients for the treatment of diabetes (including continuous glucose monitors and insulin pumps), (iii) home medical equipment (HME) to patients discharged from acute care and other facilities, (iv) oxygen and related chronic therapy services in the home, and (v) other HME medical devices and supplies on behalf of chronically ill patients with wound care, urological, incontinence, ostomy and nutritional supply needs. The Company is proud to partner with an extensive and highly diversified network of referral sources, including acute care hospitals, sleep labs, pulmonologists, skilled nursing facilities, and clinics. AdaptHealth services beneficiaries of Medicare, Medicaid and commercial insurance payors. AdaptHealth services approximately 1.8 million patients annually in all 50 states through its network of 269 locations in 41 states.
