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Share Name | Share Symbol | Market | Type |
---|---|---|---|
AdaptHealth Corporation | NASDAQ:AHCO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.09 | -0.87% | 10.26 | 8.56 | 11.00 | 10.58 | 9.89 | 10.50 | 1,807,161 | 22:25:51 |
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How can I attend and participate in the Special Meeting?
|
| | The Special Meeting will be a completely virtual meeting of stockholders conducted exclusively via live audio webcast. You will be able to attend the Special Meeting by visiting [•]. To participate in the Special Meeting, you will need the 16-digit control number included on your proxy card or voting instruction card. The Special Meeting will begin promptly at [•] Eastern Time on [•], 2021. We encourage you to access the virtual meeting website prior to the start time. | |
|
What if I have technical difficulties or trouble accessing the virtual meeting website?
|
| | Technicians will be available to assist you if you experience technical difficulties accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting website login page. | |
|
Who is entitled to vote?
|
| | The record date for the Special Meeting is January 4, 2021. This means that holders of our Class A Common Stock or our Class B Common Stock on such date are entitled to vote at the Special Meeting. On January 4, 2020, there were [•] shares of our Common Stock outstanding and entitled to vote at the Special Meeting, consisting of [•] shares of Class A Common Stock and [•] shares of Class B Common Stock. | |
|
How many votes do I have?
|
| | Each share of our Class A Common Stock and Class B Common Stock is entitled to one vote on each matter properly submitted for stockholder action at the Special Meeting, except as noted above. | |
|
What am I voting on?
|
| | You will be voting on the following proposal: | |
| | | |
•
To approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of shares of the Company’s Class A Common Stock, representing equal to or greater than 20% of the outstanding common stock or voting power of the Company issuable upon conversion of shares of the Company’s Series C Preferred Stock to be issued by the Company to the AeroCare equityholders pursuant to the Merger Agreement, by removal of the conversion restriction that prohibits such conversion of Series C Preferred Stock.
|
|
| | | | The Company’s board of directors recommends that our stockholders vote “FOR” the Proposal. | |
|
How do I vote?
|
| | You may vote in the following ways: | |
| | | |
•
At the Special Meeting: You may vote your shares electronically at the Special Meeting by using the control number on your proxy card or voting instruction form and following the instructions at [•]. If you have already voted previously by
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| | | |
telephone or Internet, there is no need to vote again at the Special Meeting unless you wish to revoke and change your vote.
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| | | |
•
By Telephone or Internet: If you hold your shares in street name or in an account at a brokerage firm or bank, you may be able to vote your shares by telephone or over the Internet. Please follow the instructions on your proxy or voting instruction card.
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| | | |
•
By Mail: If you requested to receive printed proxy materials, you may vote by marking, dating and signing your proxy card and promptly returning it by mail in the enclosed envelope.
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What if I return my proxy or voting instruction card but do not mark it to show how I am voting?
|
| | Your shares will be voted according to the instructions you have indicated on your proxy or voting instruction card. If no direction is indicated, your shares will be voted “FOR” the Proposal. | |
|
How do I change or revoke my proxy?
|
| | Any person signing a proxy in the form accompanying this Proxy Statement has the power to revoke it prior to the Special Meeting or at the Special Meeting prior to the vote pursuant to the proxy. A proxy may be revoked by a writing delivered to us stating that the proxy is revoked, by a subsequent proxy that is signed by the person who signed the earlier proxy and is delivered before or at the Special Meeting, by voting again on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Special Meeting will be counted), or by attendance at the Special Meeting and voting electronically. | |
|
What does it mean if I receive more than one proxy or voting instruction card?
|
| | It means you have multiple accounts at the transfer agent and/or with banks and stockbrokers. Please vote all of your shares. | |
|
What constitutes a quorum?
|
| | Any number of stockholders, together holding at least a majority in voting power of the capital stock of the Company issued and outstanding and generally entitled to vote in the election of directors, present or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of all business. Abstentions and “broker non-votes” are counted as shares “present” at the meeting for purposes of determining whether a quorum exists. A “broker non-vote” occurs when shares held of record by a bank, broker or other holder of record for a beneficial owner are deemed present at the meeting for purposes of a quorum but are not voted on a particular proposal because that record holder does not have discretionary voting power for that particular matter under the applicable rules of the Nasdaq Stock Market (“Nasdaq”) and has not received voting instructions from the beneficial owner. | |
|
What vote is required in order to approve the Proposal?
|
| | The Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Common Stock entitled to vote and actually cast thereon. Abstentions and “broker non-votes,” if any, will not have any effect on the adoption of the proposal. | |
|
May my broker vote my shares?
|
| | Brokers may no longer use discretionary authority to vote shares on the election of directors or non-routine matters if they have not received instructions from their clients. It is important, therefore, that you cast your vote if you want it to count in the approval of the Proposal. | |
|
How will voting on any other business be conducted?
|
| | We do not know of any business or proposals to be considered at the Special Meeting other than those set forth in this Proxy Statement. If any other business is properly presented at the Special Meeting, the proxies received from our stockholders give the proxy holders the authority to vote on the matter in their sole discretion. | |
|
Who will count the votes?
|
| | Broadridge Financial Solutions, Inc. will act as the inspector of elections and will tabulate the votes. | |
|
What will happen if the Proposal is not approved by the stockholders?
|
| | If our stockholders do not approve the Proposal at the Special Meeting, the conversion restrictions applicable to the Series C Preferred Stock will remain in effect and the holder thereof shall not be entitled to convert the Series C Preferred Stock into shares of Class A Common Stock. | |
| | |
Nine Months Ended September 30,
|
| |
Increase / (Decrease)
|
| ||||||||||||||||||
(in thousands, except percentages)
|
| |
2020
|
| |
2019
|
| |
Dollars
|
| |
Percentage
|
| ||||||||||||
Net revenue
|
| | | $ | 497,664 | | | | | $ | 379,245 | | | | | $ | 118,419 | | | | | | 31% | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of net revenue
|
| | | | 201,907 | | | | | | 152,675 | | | | | | 49,232 | | | | | | 32% | | |
Selling, general, and administrative expenses
|
| | | | 228,807 | | | | | | 187,932 | | | | | | 40,875 | | | | | | 22% | | |
Depreciation and amortization expense
|
| | | | 6,055 | | | | | | 4,846 | | | | | | 1,209 | | | | | | 25% | | |
Total costs and expenses
|
| | | | 436,769 | | | | | | 345,453 | | | | | | 91,316 | | | | | | 26% | | |
Operating income
|
| | | | 60,895 | | | | | | 33,792 | | | | | | 27,103 | | | | | | 80% | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | |
Other income
|
| | | | 2,705 | | | | | | 2,208 | | | | | | 497 | | | | | | 23% | | |
Interest expense
|
| | | | (11,486) | | | | | | (9,766) | | | | | | (1,720) | | | | | | 18% | | |
Loss on early extinguishment of debt
|
| | | | — | | | | | | (1,509) | | | | | | 1,509 | | | | | | -100% | | |
Total other expense
|
| | | | (8,781) | | | | | | (9,067) | | | | | | 286 | | | | | | -3% | | |
Income before provision for income taxes
|
| | | | 52,114 | | | | | | 24,725 | | | | | | 27,389 | | | | | | 111% | | |
Provision for income taxes
|
| | | | 8,179 | | | | | | 2,694 | | | | | | 5,485 | | | | | | 204% | | |
Net Income
|
| | | $ | 43,935 | | | | | $ | 22,031 | | | | | $ | 21,904 | | | | | | 99% | | |
| | |
Year Ended December 31,
|
| |
Increase / (Decrease)
|
| ||||||||||||||||||
(in thousands, except percentages)
|
| |
2019
|
| |
2018
|
| |
Dollars
|
| |
Percentage
|
| ||||||||||||
Net revenue
|
| | | $ | 533,649 | | | | | $ | 393,418 | | | | | $ | 140,231 | | | | | | 36% | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of net revenue
|
| | | | 218,369 | | | | | | 158,187 | | | | | | 60,182 | | | | | | 38% | | |
Selling, general, and administrative expenses
|
| | | | 261,213 | | | | | | 204,270 | | | | | | 56,943 | | | | | | 28% | | |
Depreciation and amortization expense
|
| | | | 6,868 | | | | | | 5,406 | | | | | | 1,462 | | | | | | 27% | | |
Total costs and expenses
|
| | | | 486,450 | | | | | | 367,863 | | | | | | 118,587 | | | | | | 32% | | |
Operating income
|
| | | | 47,199 | | | | | | 25,555 | | | | | | 21,644 | | | | | | 85% | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | |
Other income
|
| | | | 3,103 | | | | | | 2,207 | | | | | | 896 | | | | | | 41% | | |
Interest expense
|
| | | | (14,370) | | | | | | (7,610) | | | | | | (6,760) | | | | | | 89% | | |
Loss on early extinguishment of debt
|
| | | | (1,509) | | | | | | (1,227) | | | | | | (282) | | | | | | 23% | | |
Total other expense
|
| | | | (12,776) | | | | | | (6,630) | | | | | | (6,146) | | | | | | 93% | | |
Income before provision for income taxes
|
| | | | 34,423 | | | | | | 18,925 | | | | | | 15,498 | | | | | | 82% | | |
Provision for income taxes
|
| | | | 4,001 | | | | | | 3,036 | | | | | | 965 | | | | | | 32% | | |
Net Income
|
| | | $ | 30,422 | | | | | $ | 15,889 | | | | | $ | 14,533 | | | | | | 91% | | |
| | |
Beneficial Ownership Table
|
| |||||||||||||||||||||||||||
| | |
Class A
Common Stock |
| |
Class B
Common Stock |
| |
% of Total
|
| |||||||||||||||||||||
Name and Address of BeneficialOwner(1)
|
| |
# of
Shares |
| |
%
|
| |
# of
Shares |
| |
%
|
| |
Voting
Power(2) |
| |||||||||||||||
Richard Barasch(3)
|
| | | | 872,234 | | | | | | 1.2% | | | | | | — | | | | | | — | | | | | | 1.0% | | |
Dr. Susan Weaver
|
| | | | 29,509 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Alan Quasha(4)
|
| | | | 11,886 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Terence Connors
|
| | | | 9,509 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Dale Wolf(5)
|
| | | | 20,009 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Bradley Coppens(6)
|
| | | | 4,509 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
David Williams III(7)
|
| | | | 4,509 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Luke McGee(8)
|
| | | | 3,718,378 | | | | | | 5.2% | | | | | | 389,793 | | | | | | 2.3% | | | | | | 4.6% | | |
Joshua Parnes
|
| | | | 223,125 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Christopher Joyce(9)
|
| | | | 265,228 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Everest Trust(10)
|
| | | | 15,105,280 | | | | | | 20.8% | | | | | | 856,044 | | | | | | 5.1% | | | | | | 17.8% | | |
Still Water NevadaTrust(11)
|
| | | | 1,079,189 | | | | | | 1.5% | | | | | | 6,338,659 | | | | | | 37.4% | | | | | | 8.3% | | |
The Mykonos 2019NGCG Nevada Trust(12)
|
| | | | 525,586 | | | | | | * | | | | | | 5,613,851 | | | | | | 33.1% | | | | | | 6.9% | | |
McLarty Capital Partners SBIC, L.P.(13)
|
| | | | 1,500,000 | | | | | | 2.1% | | | | | | 3,026,189 | | | | | | 17.9% | | | | | | 5.1% | | |
Assured Investment Management LLC(14)
|
| | | | 1,915,934 | | | | | | 2.7% | | | | | | — | | | | | | * | | | | | | 2.2% | | |
OEP AHCO Investment Holdings, LLC(15)
|
| | | | 13,818,180 | | | | | | 19.2% | | | | | | — | | | | | | — | | | | | | 15.6% | | |
All directors and executive officers as a group
(11 individuals) |
| | | | 5,259,749 | | | | | | 7.2% | | | | | | 479,715 | | | | | | 2.8% | | | | | | 6.4% | | |
| | |
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| Exhibit A | | | Definitions | |
| Exhibit B | | | [Intentionally Omitted] | |
| Exhibit C | | | [Intentionally Omitted] | |
| Exhibit D | | | [Intentionally Omitted] | |
| Exhibit E | | | [Intentionally Omitted] | |
| Exhibit F | | | Form of Stock Letter of Transmittal | |
| Exhibit G | | | [Intentionally Omitted] | |
| Exhibit H | | | Form of Stockholder Consent | |
| Exhibit I | | | Form of Company Voting and Support Agreement | |
| Exhibit J | | | Form of Accredited Investor Questionnaire | |
| Exhibit K | | | [Intentionally Omitted] | |
| Exhibit L | | | Form of Certificate of Designations | |
| Exhibit M | | | [Intentionally Omitted] | |
| Exhibit N | | | Preparation Methodology | |
| Exhibit O | | | Form of Parent Voting and Support Agreement | |
| Exhibit P | | | Schedule of Competitors | |
|
401(k) Plans
|
| |
76
|
|
|
Accredited Investor
|
| |
116
|
|
|
Accredited Investor Questionnaire
|
| |
85
|
|
|
Accredited Investor Questionnaire Deadline
|
| |
85
|
|
|
Acquisition Proposal
|
| |
81
|
|
|
Adjustment Escrow Account
|
| |
116
|
|
|
Adjustment Escrow Deposit
|
| |
116
|
|
|
Affiliate
|
| |
116
|
|
|
Affordable Care Act
|
| |
116
|
|
|
Aggregate Exercise Amount
|
| |
116
|
|
|
Aggregate Merger Consideration
|
| |
116
|
|
|
Aggregate Parent Stock Value
|
| |
116
|
|
|
Aggregate Shares
|
| |
116
|
|
|
Aggregate Stimulus Funds
|
| |
117
|
|
|
Agreement
|
| |
11
|
|
|
AI Aggregate Shares
|
| |
117
|
|
|
Amended and Restated Registration Rights Agreement
|
| |
117
|
|
|
AML Laws
|
| |
37
|
|
|
Anti-Corruption Laws
|
| |
117
|
|
|
Antitrust Division
|
| |
71
|
|
|
Antitrust Laws
|
| |
72
|
|
|
Board Representatives
|
| |
85
|
|
|
Borrowed Money Debt
|
| |
117
|
|
|
Business
|
| |
117
|
|
|
Business Day
|
| |
117
|
|
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Business IP
|
| |
50
|
|
|
Capitalization Date
|
| |
60
|
|
|
CARES Act
|
| |
117
|
|
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Cash on Hand
|
| |
117
|
|
|
Cash Option Consideration
|
| |
117
|
|
|
Certificate
|
| |
19
|
|
|
Certificate of Designations
|
| |
117
|
|
|
Certificates
|
| |
19
|
|
|
Change in Control Payment
|
| |
118
|
|
|
Charter Documents
|
| |
118
|
|
|
Claim
|
| |
118
|
|
|
Class A Common Stock
|
| |
60
|
|
|
Class B Common Stock
|
| |
60
|
|
|
Closing
|
| |
14
|
|
|
Closing Cash
|
| |
118
|
|
|
Closing Consideration Schedule
|
| |
24
|
|
|
Closing Date
|
| |
15
|
|
|
Closing Indebtedness
|
| |
118
|
|
|
Closing Statement
|
| |
25
|
|
|
Code
|
| |
118
|
|
|
Collection Costs
|
| |
99
|
|
|
Common Per Share Amount
|
| |
118
|
|
|
Common Per Share Cash Amount
|
| |
118
|
|
|
Common Per Share Stock Issuance Amount
|
| |
118
|
|
|
Common Stock
|
| |
60
|
|
|
Common Stock Share Consideration
|
| |
119
|
|
|
Common Stockholder
|
| |
119
|
|
|
Company
|
| |
11
|
|
|
Company Burdensome Condition
|
| |
73
|
|
|
Company Capital Stock
|
| |
119
|
|
|
Company Common Stock
|
| |
119
|
|
|
Company Equity Plan
|
| |
119
|
|
|
Company Equityholders
|
| |
119
|
|
|
Company Financial Statements
|
| |
40
|
|
|
Company Option
|
| |
119
|
|
|
Company Optionholder
|
| |
119
|
|
|
Company Real Property
|
| |
49
|
|
|
Company Related Party
|
| |
52
|
|
|
Company Releasing Related Parties
|
| |
100
|
|
|
Company Series C Preferred Stock
|
| |
119
|
|
|
Company Systems
|
| |
119
|
|
|
Company Voting and Support Agreements
|
| |
84
|
|
|
Company Written Consent
|
| |
84
|
|
|
Company’s Counsel
|
| |
89
|
|
|
Company’s Replacement Counsel
|
| |
92
|
|
|
Compliant
|
| |
119
|
|
|
Confidentiality Agreement
|
| |
120
|
|
|
Consent
|
| |
120
|
|
|
Continuation Period
|
| |
74
|
|
|
Continuing Employee
|
| |
74
|
|
|
Contract
|
| |
120
|
|
|
Conversion Rate
|
| |
120
|
|
|
Covered Person
|
| |
120
|
|
|
COVID-19
|
| |
120
|
|
|
COVID-19 Measures
|
| |
120
|
|
|
Data Treatment
|
| |
120
|
|
|
date hereof
|
| |
11
|
|
|
date of this Agreement
|
| |
11
|
|
|
Deal Communications
|
| |
112
|
|
|
Debt Financing
|
| |
59
|
|
|
Debt Financing Commitment
|
| |
59
|
|
|
Debt Financing Sources
|
| |
120
|
|
|
Derivative Instruments
|
| |
120
|
|
|
DGCL
|
| |
121
|
|
|
Disclosure Schedule
|
| |
30
|
|
|
Dissenting Shares
|
| |
21
|
|
|
Dividend Recapitalization
|
| |
68
|
|
|
DMEPOS
|
| |
35
|
|
|
Employee Option
|
| |
121
|
|
|
Employee Plan
|
| |
121
|
|
|
Enforceability Exceptions
|
| |
31
|
|
|
Environmental Laws
|
| |
121
|
|
|
Equity Securities
|
| |
121
|
|
|
ERISA
|
| |
121
|
|
|
ERISA Affiliate
|
| |
122
|
|
|
Escrow Agent
|
| |
122
|
|
|
Escrow Agreement
|
| |
122
|
|
|
Estimated Aggregate Merger Consideration
|
| |
122
|
|
|
Estimated Closing Cash
|
| |
23
|
|
|
Estimated Closing Indebtedness
|
| |
23
|
|
|
Estimated Closing Statement
|
| |
23
|
|
|
Estimated M&A Adjustment
|
| |
23
|
|
|
Estimated Net Working Capital Adjustment Amount
|
| |
23
|
|
|
Estimated Selling Expenses
|
| |
23
|
|
|
Excess Capital Equipment
|
| |
122
|
|
|
Excess Capital Equipment Adjustment
|
| |
23
|
|
|
Exchange Act
|
| |
57
|
|
|
Exchange Ratio
|
| |
22
|
|
|
Excluded Information
|
| |
122
|
|
|
Ex-Im Laws
|
| |
122
|
|
|
Financing Parties
|
| |
123
|
|
|
First Certificate of Merger
|
| |
14
|
|
|
First Effective Time
|
| |
14
|
|
|
First Merger
|
| |
11
|
|
|
First Surviving Company
|
| |
13
|
|
|
Fraud
|
| |
123
|
|
|
FTC
|
| |
71
|
|
|
Fundamental Representations
|
| |
123
|
|
|
GAAP
|
| |
123
|
|
|
Goodwin
|
| |
111
|
|
|
Governmental Entity
|
| |
123
|
|
|
Grant Date
|
| |
33
|
|
|
Hazardous Substances
|
| |
123
|
|
|
Health Care Laws
|
| |
123
|
|
|
HIPAA Laws
|
| |
55
|
|
|
Holdings Stock Options
|
| |
60
|
|
|
HSR Act
|
| |
124
|
|
|
Indebtedness
|
| |
124
|
|
|
Indemnification Agreement
|
| |
87
|
|
|
Indemnified Parties
|
| |
93
|
|
|
Independent Accounting Firm
|
| |
27
|
|
|
Information Rights Holder
|
| |
125
|
|
|
Intellectual Property
|
| |
125
|
|
|
Interim Company Financial Statements
|
| |
41
|
|
|
IRS
|
| |
125
|
|
|
Joint Instruction Letter
|
| |
30
|
|
|
Knowledge
|
| |
125
|
|
|
Latest Audited Balance Sheet
|
| |
40
|
|
|
Latest Balance Sheet
|
| |
41
|
|
|
Latest Balance Sheet Date
|
| |
41
|
|
|
Leased Real Property
|
| |
49
|
|
|
Legal Proceeding
|
| |
125
|
|
|
Legal Requirement
|
| |
125
|
|
|
Liabilities
|
| |
125
|
|
|
Licenses for Generally Commercially Available Software
|
| |
125
|
|
|
Lien
|
| |
126
|
|
|
Losses
|
| |
126
|
|
|
M&A Adjustment
|
| |
126
|
|
|
M&A Costs
|
| |
126
|
|
|
M&A Purchase
|
| |
126
|
|
|
M&A Target
|
| |
126
|
|
|
Marketing Period
|
| |
126
|
|
|
Material Adverse Effect
|
| |
127
|
|
|
Material Contract
|
| |
47
|
|
|
Material Payor
|
| |
53
|
|
|
Material Permits
|
| |
34
|
|
|
Material Referral Source
|
| |
53
|
|
|
Material Suppliers
|
| |
52
|
|
|
Measurement Time
|
| |
128
|
|
|
Merger Sub
|
| |
11
|
|
|
Merger Sub II
|
| |
11
|
|
|
Mergers
|
| |
11
|
|
|
Multiemployer Plan
|
| |
128
|
|
|
NASDAQ
|
| |
128
|
|
|
Net Working Capital
|
| |
128
|
|
|
Net Working Capital Adjustment Amount
|
| |
129
|
|
|
Net Working Capital Target
|
| |
129
|
|
|
Nomination Right Board Representative
|
| |
85
|
|
|
Nomination Rights Holders
|
| |
85
|
|
|
Non-Employee Option
|
| |
129
|
|
|
Non-Party Affiliates
|
| |
97
|
|
|
Notices
|
| |
102
|
|
|
Objection Notice
|
| |
26
|
|
|
Observer Rights Holder
|
| |
86
|
|
|
Option Cash Amount
|
| |
22
|
|
|
Option Consideration
|
| |
129
|
|
|
Order
|
| |
129
|
|
|
Ordinary Course of Business
|
| |
129
|
|
|
Ordinary Rep
|
| |
129
|
|
|
Other Board Representative
|
| |
85
|
|
|
Outside Date
|
| |
97
|
|
|
Owned Intellectual Property
|
| |
50
|
|
|
Parachute Payment Waivers
|
| |
75
|
|
|
Parent
|
| |
11
|
|
|
Parent Board of Directors
|
| |
85
|
|
|
Parent Burdensome Condition
|
| |
73
|
|
|
Parent Indemnitees
|
| |
93
|
|
|
Parent Material Adverse Effect
|
| |
129
|
|
|
Parent Option
|
| |
22
|
|
|
Parent Plans
|
| |
74
|
|
|
Parent Related Parties
|
| |
99
|
|
|
Parent Stock Awards
|
| |
60
|
|
|
Parent Stock Value
|
| |
129
|
|
|
Parent Stockholder Approval
|
| |
57
|
|
|
Parent Stockholders’ Meeting
|
| |
84
|
|
|
Parent’s Counsel
|
| |
89
|
|
|
Parent’s Replacement Counsel
|
| |
91
|
|
|
Parties
|
| |
11
|
|
|
Party
|
| |
11
|
|
|
Paying Agent
|
| |
19
|
|
|
Payoff Amount
|
| |
15
|
|
|
Payoff Letter
|
| |
15
|
|
|
Per Share Cash Consideration
|
| |
129
|
|
|
Per Share Mixed Consideration
|
| |
129
|
|
|
Permit
|
| |
34
|
|
|
Permitted Liens
|
| |
129
|
|
|
Permitted Transfer
|
| |
82
|
|
|
Person
|
| |
130
|
|
|
Personal Data
|
| |
130
|
|
|
PHI
|
| |
55
|
|
|
Post-Closing Covenants
|
| |
93
|
|
|
Post-Closing Tax Period
|
| |
130
|
|
|
Pre-Closing Covenants
|
| |
93
|
|
|
Preferred Stock
|
| |
60
|
|
|
Preferred Stock Share Consideration
|
| |
130
|
|
|
Preparation Methodology
|
| |
130
|
|
|
Previously Owned Real Property
|
| |
49
|
|
|
Privacy Laws and Requirements
|
| |
54
|
|
|
Privileged Deal Communications
|
| |
112
|
|
|
Prohibited Shares
|
| |
81
|
|
|
Proprietary Software
|
| |
50
|
|
|
Provider Relief Adjustment
|
| |
131
|
|
|
Proxy Statement
|
| |
58
|
|
|
Purchasing Expenses
|
| |
131
|
|
|
Real Property Leases
|
| |
131
|
|
|
Referral Source
|
| |
37
|
|
|
Rental Equipment
|
| |
131
|
|
|
Representative Expense Amount
|
| |
131
|
|
|
Representative Losses
|
| |
110
|
|
|
Required Financial Information
|
| |
131
|
|
|
Restricted Cash
|
| |
132
|
|
|
Restricted Period Termination Date
|
| |
82
|
|
|
SEC
|
| |
61
|
|
|
SEC Reports
|
| |
61
|
|
|
Second Certificate of Merger
|
| |
14
|
|
|
Second Effective Time
|
| |
14
|
|
|
Second Merger
|
| |
11
|
|
|
Second Surviving Company
|
| |
13
|
|
|
Section 280G Approval
|
| |
76
|
|
|
Securities
|
| |
132
|
|
|
Securities Act
|
| |
57
|
|
|
Security Breach
|
| |
132
|
|
|
Selling Expenses
|
| |
132
|
|
|
Series C Preferred Stock
|
| |
133
|
|
|
Series C Preferred Stockholders
|
| |
133
|
|
|
Share Consideration
|
| |
133
|
|
|
Share Consideration Amount
|
| |
133
|
|
|
Shortfall Amount
|
| |
28
|
|
|
Special Escrow Account
|
| |
133
|
|
|
Special Escrow Deposit
|
| |
133
|
|
|
Special Matter
|
| |
133
|
|
|
Special Matter Termination Date
|
| |
93
|
|
|
Special Policy
|
| |
93
|
|
|
Stock Letter of Transmittal
|
| |
19
|
|
|
Stock Plan
|
| |
60
|
|
|
Stockholder
|
| |
133
|
|
|
Stockholder Notice
|
| |
84
|
|
|
Stockholder Representative
|
| |
11
|
|
|
Straddle Period
|
| |
133
|
|
|
Subsidiaries
|
| |
133
|
|
|
Subsidiary
|
| |
133
|
|
|
Substitute Financing
|
| |
77
|
|
|
Substitute Option Consideration
|
| |
134
|
|
|
Surviving Companies
|
| |
134
|
|
|
Tail Policy
|
| |
69
|
|
|
Tangible Personal Property
|
| |
50
|
|
|
Tax
|
| |
134
|
|
|
Tax Representation Letters
|
| |
89
|
|
|
Tax Return
|
| |
134
|
|
|
Taxes
|
| |
134
|
|
|
Taxing Authority
|
| |
134
|
|
|
Termination Fee
|
| |
99
|
|
|
Third Party Payor Programs
|
| |
134
|
|
|
Third Party Payors
|
| |
134
|
|
|
Trade Secrets
|
| |
125
|
|
|
Trading Day
|
| |
134
|
|
|
Transaction Documents
|
| |
134, 135
|
|
|
Transfer
|
| |
135
|
|
|
Transfer Taxes
|
| |
88
|
|
|
Unaffiliated Shareholders
|
| |
135
|
|
|
Value of the Common Per Share Stock Issuance Amount
|
| |
135
|
|
|
VDR
|
| |
13
|
|
|
Vested Cash-Out Options
|
| |
135
|
|
|
Vested Company Option
|
| |
135
|
|
|
Vested Substitute Options
|
| |
136
|
|
|
Voting Debt
|
| |
60
|
|
|
Waived 280G Benefits
|
| |
75
|
|
|
Waiving Party
|
| |
95
|
|
| ATTEST: | | | ADAPTHEALTH CORP. | |
|
|
| |
By:
|
|
|
Name:
Title: |
| |
Name:
Title:
|
|
Date of Conversion (if applicable): |
|
Number of shares of Series C Preferred Stock to be converted: |
|
Share certificate no(s). of Series C Preferred Stock to be converted: |
|
Tax ID Number (if applicable): |
|
Conversion Rate: |
|
Number of shares of Class A Common Stock to be issued: |
|
Issue to: |
|
Address: |
|
Telephone Number: |
|
Email: |
|
Authorization: |
|
Title: |
|
Dated: |
|
Account Number (if electronic book entry transfer): |
|
Transaction Code Number (if electronic book entry transfer): |
|
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