0001104659-13-061771.txt : 20130808 0001104659-13-061771.hdr.sgml : 20130808 20130808165240 ACCESSION NUMBER: 0001104659-13-061771 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130808 DATE AS OF CHANGE: 20130808 GROUP MEMBERS: GEORGE R. ROBERTS GROUP MEMBERS: HENRY R. KRAVIS GROUP MEMBERS: KKR & CO. L.P. GROUP MEMBERS: KKR GROUP HOLDINGS L.P. GROUP MEMBERS: KKR GROUP LTD GROUP MEMBERS: KKR MANAGEMENT HOLDINGS CORP. GROUP MEMBERS: KKR MANAGEMENT HOLDINGS L.P. GROUP MEMBERS: KKR MANAGEMENT LLC GROUP MEMBERS: KOHLBERG KRAVIS ROBERTS & CO. L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMEDISYS INC CENTRAL INDEX KEY: 0000896262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 113131700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-60189 FILM NUMBER: 131022912 BUSINESS ADDRESS: STREET 1: 5959 S SHERWOOD FOREST BLVD CITY: BATON ROUGE STATE: LA ZIP: 70816 BUSINESS PHONE: 2252922031 MAIL ADDRESS: STREET 1: 5959 S SHERWOOD FOREST BLVD CITY: BATON ROUGE STATE: LA ZIP: 70816 FORMER COMPANY: FORMER CONFORMED NAME: ANALYTICAL NURSING MANAGEMENT CORP DATE OF NAME CHANGE: 19940819 FORMER COMPANY: FORMER CONFORMED NAME: M&N CAPITAL CORP DATE OF NAME CHANGE: 19930125 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KKR Asset Management LLC CENTRAL INDEX KEY: 0001520692 IRS NUMBER: 201283596 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O KKR ASSET MANAGEMENT LLC STREET 2: 555 CALIFORNIA STREET, 50TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: (415) 315-3620 MAIL ADDRESS: STREET 1: C/O KKR ASSET MANAGEMENT LLC STREET 2: 555 CALIFORNIA STREET, 50TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13D 1 a13-18260_1sc13d.htm SC 13D

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934*
(Amendment No.     )

 

AMEDISYS, INC.

(Name of Issuer)

 

Common Stock, par value $.001 per share

(Title of Class of Securities)

 

023436108

(CUSIP Number)

 

David J. Sorkin, Esq.

Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, NY 10019

(212) 750-8300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

July 29, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

SCHEDULE 13D

CUSIP No. 023436108

 

 

1

Names of Reporting Persons
KKR Asset Management LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,750,000

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,750,000

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,750,000

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.5%

 

 

14

Type of Reporting Person (See Instructions)
IA

 

2



 

SCHEDULE 13D

CUSIP No. 023436108

 

 

1

Names of Reporting Persons
Kohlberg Kravis Roberts & Co. L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,750,000

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,750,000

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,750,000

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.5%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

3



 

SCHEDULE 13D

CUSIP No. 023436108

 

 

1

Names of Reporting Persons
KKR Management Holdings L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,750,000

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,750,000

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,750,000

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.5%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

4



 

SCHEDULE 13D

CUSIP No. 023436108

 

 

1

Names of Reporting Persons
KKR Management Holdings Corp.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,750,000

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,750,000

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,750,000

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.5%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

5



 

SCHEDULE 13D

CUSIP No. 023436108

 

 

1

Names of Reporting Persons
KKR Group Holdings L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,750,000

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,750,000

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,750,000

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.5%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

6



 

SCHEDULE 13D

CUSIP No. 023436108

 

 

1

Names of Reporting Persons
KKR Group Limited

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,750,000

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,750,000

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,750,000

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.5%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

7



 

SCHEDULE 13D

CUSIP No. 023436108

 

 

1

Names of Reporting Persons
KKR & Co. L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,750,000

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,750,000

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,750,000

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.5%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

8



 

SCHEDULE 13D

CUSIP No. 023436108

 

 

1

Names of Reporting Persons
KKR Management LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,750,000

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,750,000

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,750,000

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.5%

 

 

14

Type of Reporting Person (See Instructions)
OO

 

9



 

SCHEDULE 13D

CUSIP No. 023436108

 

 

1

Names of Reporting Persons
Henry R. Kravis

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
2,750,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
2,750,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,750,000

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.5%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

10



 

SCHEDULE 13D

CUSIP No. 023436108

 

 

1

Names of Reporting Persons
George R. Roberts

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
2,750,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
2,750,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,750,000

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.5%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

11



 

Item 1.   Security and Issuer.

 

This statement on Schedule 13D (this “Schedule 13D”) relates to shares of Common Stock, par value $0.001 per share (the “Common Stock”), of Amedisys, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 5959 S. Sherwood Forest Blvd., Baton Rouge, LA 70816.

 

Item 2.   Identity and Background

 

(a), (f) This statement on Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended, by:

(i) KKR Asset Management LLC, a Delaware limited liability company (“KAM”);

(ii) Kohlberg Kravis Roberts & Co. L.P., a Delaware limited partnership (“Kohlberg Kravis Roberts & Co.”);

(iii) KKR Management Holdings L.P., a Delaware limited partnership (“KKR Management Holdings”);

(iv) KKR Management Holdings Corp., a Delaware corporation (“KKR Management Holdings Corp.”);

(v) KKR Group Holdings L.P., a Cayman Islands limited partnership (“KKR Group Holdings”);

(vi) KKR Group Limited, a Cayman Islands limited company (“KKR Group”);

(vii) KKR & Co. L.P., a Delaware limited partnership (“KKR & Co.”);

(viii) KKR Management LLC, a Delaware limited liability company (“KKR Management”);

(ix) Henry R. Kravis, a United States citizen; and

(x) George R. Roberts, a United States citizen (the entities and persons listed in items (i) through (x) are collectively referred to herein as the “Reporting Persons”).

 

Kohlberg Kravis Roberts & Co. is the holder of all of the outstanding equity interests in KAM. KKR Management Holdings is the general partner of Kohlberg Kravis Roberts & Co. and KKR Management Holdings Corp. is the general partner of KKR Management Holdings.  KKR Group Holdings is the sole shareholder of KKR Management Holdings Corp. and KKR Group is the general partner of KKR Group Holdings. KKR & Co. is the sole shareholder of KKR Group. KKR Management is the general partner of KKR & Co.  Messrs. Kravis and Roberts are the designated members of KKR Management.

 

The executive officers of KAM are Craig J. Farr (Head of KAM), Michael R. McFerran (Chief Financial Officer of KAM) and Nicole J. Macarchuk (General Counsel of KAM). Each of Messrs. Todd A. Fisher, William J. Janetschek and David J. Sorkin is a director of KKR Management Holdings Corp. and KKR Group.  The executive officers of KKR Management Holdings Corp., KKR Group and KKR Management are Messrs. Kravis and Roberts (co-Chief Executive Officers), Mr. Fisher (Chief Administrative Officer), Mr. Janetschek (Chief Financial Officer) and Mr. Sorkin (General Counsel and Secretary).

 

Each of Messrs. Fisher, Janetschek, Sorkin, Farr and McFerran and Ms. Macarchuk  is a United States citizen.

 

The Reporting Persons have entered into a joint filing agreement, dated as of August 8, 2013, a copy of which is attached hereto as Exhibit A.

 

(b)                                 The address of the principal business office of Kohlberg Kravis Roberts & Co., KKR Management Holdings, KKR Management Holdings Corp., KKR Group Holdings, KKR Group, KKR & Co., KKR Management and Messrs. Kravis, Fisher, Janetschek and Sorkin is:

 

c/o Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, NY 10019

 

The address of the principal business office of Mr. Roberts is:

 

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

 

The address of the principal business office of KAM, Messrs, Farr and McFerran and Ms. Macarchuk is:

 

c/o KKR Asset Management LLC

555 California Street, 50th Floor

San Francisco, CA 94104

 

12



 

(c)                                  Each of KAM, Kohlberg, Kravis, Roberts & Co., KKR Management Holdings, KKR Management Holdings Corp., KKR Group Holdings, KKR Group, KKR & Co. and KKR Management is principally engaged as a holding company for subsidiaries engaged in the investment management business.

 

The present principal occupation or employment of each of Messrs. Kravis, Roberts, Fisher, Janetschek, Sorkin, Farr and McFerran and Ms. Macarchuk  is as an executive of Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates.

 

(d)                                 During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)                                  During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.   Source and Amount of Funds or Other Consideration

 

KAM acts as an investment advisor over a number of client accounts, which purchased the Common Stock for a total purchase price of approximately $31,757,400.  The source of funds for such transactions was cash available in the client accounts.

 

Item 4.   Purpose of Transaction.

 

The client accounts over which KAM acts as investment advisor acquired the Common Stock for investment purposes and KAM, on behalf of such accounts, intends to review their investments in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of the Common Stock, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to the investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. Without limiting the foregoing, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional shares of Common Stock, dispose or cause affiliates to dispose of some or all of the shares of Common Stock or continue to hold for the benefit of client accounts, or cause affiliates to hold, Common Stock (or any combination or derivative thereof).

 

In addition, without limitation, the Reporting Persons may engage in discussions with management, the board of directors, stockholders of the Issuer and other relevant parties or take other actions concerning any extraordinary corporate transaction (including but not limited to a merger, reorganization or liquidation) or the business, operations, assets, strategy, future plans, prospects, corporate structure, board composition, management, capitalization, dividend policy, charter, bylaws, corporate documents, agreements, de-listing or de-registration of the Issuer.

 

Except as set forth above, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons and, to the best knowledge of the Reporting Persons, any of the other individuals named in Item 2 above, have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.  Although the foregoing reflects activities presently contemplated by the Reporting Persons and any other person named in Item 2 with respect to the Issuer, the foregoing is subject to change at any time.

 

Item 5.  Interest in Securities of the Issuer.

 

(a)-(b) As an investment advisor to a number of client accounts, as of August 7, 2013, KAM may be deemed to have the power to vote or direct the vote of (and the power to dispose or direct the disposition of) 2,750,000 shares of Common Stock, which represents approximately 8.5% of the Common Stock outstanding, based on 32,181,300 shares of Common Stock outstanding as of July 26, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on July 31, 2013.

 

Each of Kohlberg Kravis Roberts & Co. (as the holder of all of the outstanding equity interests in KAM), KKR Management Holdings (as the general partner of Kohlberg Kravis Roberts & Co.), KKR Management Holdings Corp. (as the general partner of KKR Management Holdings), KKR Group Holdings (as the sole shareholder of KKR Management Holdings Corp.), KKR Group (as the general partner of KKR Group Holdings), KKR & Co. (as the sole shareholder of KKR

 

13



 

Group), KKR Management (as the general partner of KKR & Co.) and Messrs. Kravis and Roberts (as the designated members of KKR Management) may also be deemed to beneficially own the shares of Common Stock owned by the client accounts and reported herein.  None of Messrs. Fisher, Janetschek, Sorkin, Farr or McFerran or Ms. Macarchuk beneficially owns any shares of Common Stock.  The filing of this Schedule 13D shall not be construed as an admission that any person listed in Item 2 or this Item 5 is the beneficial owner of any securities covered by this statement.

 

(c) The accounts over which KAM exercises investment control acquired shares of Common Stock in open market purchases on NASDAQ Global Select Market in the previous 60 days as follows:

 

Date

 

Shares of Common
Stock Purchased

 

Weighted Average
Purchase Price

 

June 28, 2013

 

311,947

 

$

11.6546

 

July 1, 2013

 

159,589

 

$

11.3116

 

July 2, 2013

 

114,600

 

$

10.9394

 

July 3, 2013

 

70,500

 

$

10.6041

 

July 5, 2013

 

40,400

 

$

10.8144

 

July 8, 2013

 

132,800

 

$

10.7728

 

July 9, 2013

 

74,300

 

$

10.8979

 

July 10, 2013

 

33,473

 

$

10.9942

 

July 11, 2013

 

100,535

 

$

11.1284

 

July 29, 2013

 

106,500

 

$

11.4228

 

July 30, 2013

 

600,000

 

$

11.4306

 

July 31, 2013

 

200,000

 

$

12.4717

 

August 5, 2013

 

100,000

 

$

13.8756

 

August 6, 2013

 

150,000

 

$

13.9687

 

August 7, 2013

 

100,000

 

$

14.1687

 

 

(d) The disclosure in Item 3 and Item 4 is incorporated herein by reference.

 

(e) Not applicable.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Not applicable.

 

Item 7.  Material to be Filed as Exhibits.

 

Exhibit A               Joint Filing Agreement, dated as of August 8, 2013, by and among KKR Asset Management LLC; Kohlberg Kravis Roberts & Co. L.P.; KKR Management Holdings L.P.; KKR Management Holdings Corp.; KKR Group Holdings L.P.; KKR Group Limited; KKR & Co. L.P.; KKR Management LLC; Henry R. Kravis; and George R. Roberts.

 

Exhibit B               Powers of Attorney

 

14



 

SIGNATURES

 

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 8, 2013

 

 

 

KKR ASSET MANAGEMENT LLC

 

 

 

 

By:

/s/ Nicole J. Macarchuk

 

 

Name: Nicole J. Macarchuk

 Title: General Counsel

 

 

 

 

 

KOHLBERG KRAVIS ROBERTS & CO. L.P.

 

 

 

 

By:

/s/ Richard J. Kreider

 

 

Name: Richard J. Kreider

 Title: Attorney-in-fact for William Janetschek, Chief Financial Officer

 

 

 

 

 

KKR MANAGEMENT HOLDINGS L.P.

 

 

 

 

By:

KKR Management Holdings Corp., its general partner

 

 

 

 

By:

/s/ Richard J. Kreider

 

 

Name: Richard J. Kreider

 Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer

 

 

 

 

 

 

 

 

KKR MANAGEMENT HOLDINGS CORP.

 

 

 

 

By:

/s/ Richard J. Kreider

 

 

Name: Richard J. Kreider

 Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer

 

 

 

 

 

KKR GROUP HOLDINGS L.P.

 

 

 

 

By:

KKR Group Limited, its general partner

 

 

 

 

By:

/s/ Richard J. Kreider

 

 

Name: Richard J. Kreider

 Title: Attorney-in-fact for William J. Janetschek, Director

 

 

 

 

 

 

 

 

KKR GROUP LIMITED

 

 

 

 

By:

/s/ Richard J. Kreider

 

 

Name: Richard J. Kreider

 Title: Attorney-in-fact for William J. Janetschek, Director

 

15



 

CUSIP No. 023436108

 

 

 

KKR & CO. L.P.

 

 

 

 

By:

KKR Management LLC, its general partner

 

 

 

 

By:

/s/ Richard J. Kreider

 

 

Name: Richard J. Kreider

 Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer

 

 

 

 

 

KKR MANAGEMENT LLC

 

 

 

 

By:

/s/ Richard J. Kreider

 

 

Name: Richard J. Kreider

 Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer

 

 

 

 

 

HENRY R. KRAVIS

 

 

 

 

By:

/s/ Richard J. Kreider

 

 

Name: Richard J. Kreider

 Title: Attorney-in-fact

 

 

 

 

 

GEORGE R. ROBERTS

 

 

 

 

By:

/s/ Richard J. Kreider

 

 

Name: Richard J. Kreider

 Title: Attorney-in-fact

 

16



 

EXHIBIT LIST

 

Exhibit A               Joint Filing Agreement, dated as of August 8, 2013, by and among KKR Asset Management LLC; Kohlberg Kravis Roberts & Co. L.P.; KKR Management Holdings L.P.; KKR Management Holdings Corp.; KKR Group Holdings L.P.; KKR Group Limited; KKR & Co. L.P.; KKR Management LLC; Henry R. Kravis; and George R. Roberts.

 

Exhibit B               Powers of Attorney

 

17



 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock, par value $0.001 per share of Amedisys, Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Dated:  August 8, 2013

 

 

 

KKR ASSET MANAGEMENT LLC

 

 

 

 

By:

/s/ Nicole J. Macarchuk

 

 

Name: Nicole J. Macarchuk

 Title: General Counsel

 

 

 

 

 

KOHLBERG KRAVIS ROBERTS & CO. L.P.

 

 

 

 

By:

/s/ Richard J. Kreider

 

 

Name: Richard J. Kreider

 Title: Attorney-in-fact for William Janetschek, Chief Financial Officer

 

 

 

 

 

KKR MANAGEMENT HOLDINGS L.P.

 

 

 

 

By:

KKR Management Holdings Corp., its general partner

 

 

 

 

By:

/s/ Richard J. Kreider

 

 

Name: Richard J. Kreider

 Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer

 

 

 

 

 

 

 

 

KKR MANAGEMENT HOLDINGS CORP.

 

 

 

 

By:

/s/ Richard J. Kreider

 

 

Name: Richard J. Kreider

 Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer

 

 

 

 

 

KKR GROUP HOLDINGS L.P.

 

 

 

 

By:

KKR Group Limited, its general partner

 

 

 

 

By:

/s/ Richard J. Kreider

 

 

Name: Richard J. Kreider

 Title: Attorney-in-fact for William J. Janetschek, Director

 

 

 

 

 

 

 

 

KKR GROUP LIMITED

 

 

 

 

By:

/s/ Richard J. Kreider

 

 

Name: Richard J. Kreider

 Title: Attorney-in-fact for William J. Janetschek, Director

 



 

CUSIP No. 023436108

 

 

 

KKR & CO. L.P.

 

 

 

 

By:

KKR Management LLC, its general partner

 

 

 

 

By:

/s/ Richard J. Kreider

 

 

Name: Richard J. Kreider

 Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer

 

 

 

 

 

KKR MANAGEMENT LLC

 

 

 

 

By:

/s/ Richard J. Kreider

 

 

Name: Richard J. Kreider

 Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer

 

 

 

 

 

HENRY R. KRAVIS

 

 

 

 

By:

/s/ Richard J. Kreider

 

 

Name: Richard J. Kreider

 Title: Attorney-in-fact

 

 

 

 

 

GEORGE R. ROBERTS

 

 

 

 

By:

/s/ Richard J. Kreider

 

 

Name: Richard J. Kreider

 Title: Attorney-in-fact

 



 

Exhibit B

 

POWER OF ATTORNEY

 

Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

 

 

/s/ Henry R. Kravis

 

Name: Henry R. Kravis

 

 

Date: July 31, 2005

 

1



 

POWER OF ATTORNEY

 

Know all men by these presents that George R. Roberts does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

 

 

/s/ George R. Roberts

 

Name: George R. Roberts

 

 

Date: July 31, 2005

 

2



 

POWER OF ATTORNEY

 

Know all men by these presents that William J. Janetschek does hereby make, constitute and appoint Richard J. Kreider and David J. Sorkin, or either one of them or any other person acting at the direction of either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as an officer, member or partner of any entity for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

 

 

/s/ William J. Janetschek

 

Name: William J. Janetschek

 

Date: January 25, 2011

 

3