AdaptHealth Corp. Closes Previously Announced Acquisition of AeroCare Holdings

2/1/21

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 it has closed the previously announced acquisition of AeroCare Holdings Inc. The acquisition was consummated for total consideration consisting of approximately $1.1 billion in cash and 31 million shares of AdaptHealth common stock. The share consideration will initially be a combination of Class A Common Stock (up to 19.9% of the outstanding Class A Common Stock at the time the transaction was agreed to) and non-voting convertible preferred, which converts to Class A Common Stock once AdaptHealth shareholders approve the issuance of the additional share consideration under NASDAQ rules. AdaptHealth will seek such shareholder approval after closing of the transaction.

AeroCare is a leading national technology-enabled respiratory and home medical equipment (“HME”) distribution platform in the United States and offers a comprehensive suite of direct-to-patient equipment and services including CPAP and BiPAP machines, oxygen concentrators, home ventilators, and other durable medical equipment products. The acquisition of AeroCare significantly enhances AdaptHealth’s scale and geographic reach with the combined company serving nearly 3 million patients from over 500 locations across 46 states.

As previously announced, the combined company will operate under the name AdaptHealth, and Luke McGee, CEO of AdaptHealth, and Steve Griggs, CEO of AeroCare, will jointly lead the company as Co-CEOs. Josh Parnes will continue to serve as President. In addition, AdaptHealth will expand its Board of Directors at closing of the transaction to 11 directors, with Steve Griggs and shareholder designee Ted Lundberg of Peloton Equity to join the Board.

AdaptHealth funded the transaction and associated costs through a combination of the proceeds received from its previously completed $500 million unsecured senior notes issuance and a refinancing of, and increase to, its existing senior secured credit facilities, plus cash on hand which includes a portion of the proceeds received from its January 2021 equity offering.

AdaptHealth was advised by Jefferies LLC, Truist Securities, Inc., Willkie Farr & Gallagher LLP and K&L Gates LLP. AeroCare and the its shareholders were advised by Morgan Stanley & Co. LLC, Goodwin & Procter LLP, and Brown & Fortunato, P.C.

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. Learn more at www.adapthealth.com.

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