SC 13G/A 1 d503856dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

Amendment No. 6

 

 

Addus HomeCare Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

006739106

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

 


CUSIP No. 006739106

 

  1   

NAMES OF REPORTING PERSONS

 

Eos Capital Partners III, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

3,736,371

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

3,736,371

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,736,371

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

32.1%

12  

TYPE OF REPORTING PERSON

 

PN


CUSIP No. 006739106

 

  1   

NAMES OF REPORTING PERSONS

 

ECP General III, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

3,736,371

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

3,736,371

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,736,371

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

32.1%

12  

TYPE OF REPORTING PERSON

 

PN


CUSIP No. 006739106

 

  1   

NAMES OF REPORTING PERSONS

 

ECP III, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

3,736,371

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

3,736,371

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,736,371

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

32.1%

12  

TYPE OF REPORTING PERSON

 

OO


CUSIP No. 006739106

 

  1   

NAMES OF REPORTING PERSONS

 

ECP Helios Partners III, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

3,736,371

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

3,736,371

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,736,371

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

32.1%

12  

TYPE OF REPORTING PERSON

 

PN


CUSIP No. 006739106

 

  1   

NAMES OF REPORTING PERSONS

 

Eos Hyperion GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

3,736,371

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

3,736,371

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,736,371

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

32.1%

12  

TYPE OF REPORTING PERSON

 

OO


CUSIP No. 006739106

 

  1   

NAMES OF REPORTING PERSONS

 

Eos Partners SBIC III, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

3,736,371

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

3,736,371

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,736,371

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

32.1%

12  

TYPE OF REPORTING PERSON

 

PN

 


CUSIP No. 006739106

 

  1   

NAMES OF REPORTING PERSONS

 

Eos SBIC General III, L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

3,736,371

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

3,736,371

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,736,371

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

32.1%

12  

TYPE OF REPORTING PERSON

 

OO


CUSIP No. 006739106

 

  1   

NAMES OF REPORTING PERSONS

 

Eos Partners, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

3,736,371

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

3,736,371

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,736,371

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

32.1%

12  

TYPE OF REPORTING PERSON

 

PN


CUSIP No. 006739106

 

  1   

NAMES OF REPORTING PERSONS

 

Eos General, L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

3,736,371

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

3,736,371

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,736,371

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

32.1%

12  

TYPE OF REPORTING PERSON

 

OO


CUSIP No. 006739106

 

  1   

NAMES OF REPORTING PERSONS

 

Mark L. First

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

17,811

   6   

SHARED VOTING POWER

 

3,736,371

   7   

SOLE DISPOSITIVE POWER

 

17,811

   8   

SHARED DISPOSITIVE POWER

 

3,736,371

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,394,182

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

32.3%

12  

TYPE OF REPORTING PERSON

 

IN


Item 1(a). Name of Issuer:

Addus HomeCare Corporation (the “Issuer”)

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

2300 Warrenville Road, Downers Grove, Illinois 60515

 

Item 2(a). Name of Person(s) Filing:

Eos Capital Partners III, L.P.

ECP General III, L.P.

ECP III, LLC

ECP Helios Partners III, L.P.

Eos Hyperion GP, LLC

Eos Partners SBIC III, L.P.

Eos SBIC General III, L.L.C.

Eos Partners, L.P.

Eos General, L.L.C.

Mark L. First

 

Item 2(b). Address of Principal Business Office or, if None, Residence:

c/o Eos Capital Partners III, L.P.

437 Madison Avenue, 14th Floor

New York, NY 10022

 

Item 2(c). Citizenship:

See Item 4 of each cover page.

 

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.001 per share (the “Common Stock”).

 

Item 2(e). CUSIP Number:

006739106

 

Item 3. Not applicable.

 

Item 4. Ownership:

 

  (a)

Amount beneficially owned: The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons are based upon 11,631,659 shares of Common Stock outstanding, as reported by the Issuer’s Form 10-Q dated November 7, 2017. Amounts shown as beneficially owned by Eos Capital Partners III, L.P. (“ECP III”) include 1,024,733 shares of Common Stock held by ECP III, 993,379 shares of Common Stock held by ECP Helios Partners III, L.P. (“Helios III”), 884,723 shares held by ECP General III, L.P. (“General III”) and 833,536 shares held by Eos Partners SBIC III, L.P. (“SBIC III”). ECP III, LLC is the


  general partner of General III, the general partner of ECP III. Eos Hyperion GP, LLC is the general partner of Helios III. Eos General, L.L.C. is the general partner of Eos Partners, L.P., the managing member of Eos SBIC General III, L.L.C., the general partner of SBIC III. Because each of these funds is ultimately under common management that shares the power to direct the voting and disposition of the shares, each of these entities may be deemed to share beneficial ownership of the shares owned by the others. Each of these entities disclaims this beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the shares for purposes of Section 13 or for any other purpose, except to the extent of their pecuniary interest therein. Mark L. First is a director of the Issuer and a managing director of Eos Management, L.P. and its affiliates (“Eos”), which affiliates include ECP III, Helios III, General III and SBIC III. As a result, Mr. First may be deemed to share beneficial ownership of the shares of Common Stock owned by Eos. Mr. First disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that Mr. First is the beneficial owner of the shares for purposes of Section 13 or for any other purpose, except to the extent of his pecuniary interest therein. This amendment is being filed to report that Mr. First has received additional Common Stock in connection with his service on the board of directors of the Issuer. The additional stock owned by Mr. First has been previously reported in a filing on Form 4. Mr. First owns 17,811 shares of Common Stock directly. This amendment also reflects two transfers of shares from ECP III, including a transfer of 993,379 shares of Common Stock to Helios III and 884,723 shares of Common Stock to General III. These transfers were previously reported in a filing on Form 5.

 

  (b) Percent of class: See Item 11 of each cover page.

 

  (c) Number of shares to which such person has:

 

  (i) Sole power to vote or direct the vote: See Item 5 of each cover page.

 

  (ii) Shared power to vote or direct the vote: See Item 6 of each cover page.

 

  (iii) Sole power to dispose or to direct the disposition of: See Item 7 of each cover page.

 

  (iv) Shared power to dispose or direct the disposition of: See Item 8 of each cover page.

 

Item 5. Ownership of Five Percent or Less of a Class:

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

See Item 4 above.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not applicable.

 

Item 8. Identification and Classification of Members of Group:

Not applicable.

 

Item 9. Notice of Dissolution of Group:

Not applicable.

 

Item 10. Certifications:

Not applicable.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2018

 

EOS CAPITAL PARTNERS III, L.P.
By:  

/s/ Beth Bernstein

Name:   Beth Bernstein
Title:   Attorney-in-Fact
ECP GENERAL III, L.P.
By:  

/s/ Beth Bernstein

Name:   Beth Bernstein
Title:   Attorney-in-Fact
ECP III, LLC
By:  

/s/ Beth Bernstein

Name:   Beth Bernstein
Title:   Attorney-in-Fact
ECP HELIOS PARTNERS III, L.P.
By:  

/s/ Beth Bernstein

Name:   Beth Bernstein
Title:   Attorney-in-Fact
EOS HYPERION GP, LLC
By:  

/s/ Beth Bernstein

Name:   Beth Bernstein
Title:   Attorney-in-Fact
EOS PARTNERS SBIC III, L.P.
By:  

/s/ Beth Bernstein

Name:   Beth Bernstein
Title:   Attorney-in-Fact
EOS SBIC GENERAL III, L.L.C.
By:  

/s/ Beth Bernstein

Name:   Beth Bernstein
Title:   Attorney-in-Fact


EOS PARTNERS, L.P.
By:  

/s/ Beth Bernstein

Name:   Beth Bernstein
Title:   Attorney-in-Fact
EOS GENERAL, L.L.C.
By:  

/s/ Beth Bernstein

Name:   Beth Bernstein
Title:   Attorney-in-Fact
MARK L. FIRST
By:  

/s/ Beth Bernstein

Name:   Beth Bernstein
Title:   Attorney-in-Fact


Exhibit 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1)(iii), we the undersigned agree that the Schedule 13G/A, to which this Joint Filing Agreement is attached as Exhibit 1, is filed on behalf of each of us.

Dated: February 14, 2018

 

EOS CAPITAL PARTNERS III, L.P.
By:  

/s/ Beth Bernstein

Name:   Beth Bernstein
Title:   Attorney-in-Fact
ECP GENERAL III, L.P.
By:  

/s/ Beth Bernstein

Name:   Beth Bernstein
Title:   Attorney-in-Fact
ECP III, LLC
By:  

/s/ Beth Bernstein

Name:   Beth Bernstein
Title:   Attorney-in-Fact
ECP HELIOS PARTNERS III, L.P.
By:  

/s/ Beth Bernstein

Name:   Beth Bernstein
Title:   Attorney-in-Fact
EOS HYPERION GP, LLC
By:  

/s/ Beth Bernstein

Name:   Beth Bernstein
Title:   Attorney-in-Fact
EOS PARTNERS SBIC III, L.P.
By:  

/s/ Beth Bernstein

Name:   Beth Bernstein
Title:   Attorney-in-Fact
EOS SBIC GENERAL III, L.L.C.
By:  

/s/ Beth Bernstein

Name:   Beth Bernstein
Title:   Attorney-in-Fact


EOS PARTNERS, L.P.
By:  

/s/ Beth Bernstein

Name:   Beth Bernstein
Title:   Attorney-in-Fact
EOS GENERAL, L.L.C.
By:  

/s/ Beth Bernstein

Name:   Beth Bernstein
Title:   Attorney-in-Fact
MARK L. FIRST
By:  

/s/ Beth Bernstein

Name:   Beth Bernstein
Title:   Attorney-in-Fact


Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Beth Bernstein, signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

  1. Execute for and on behalf of the undersigned, in the undersigned’s capacity as equityholder of the below-referenced company (the “Company”), Schedules 13G and 13D and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder;

 

  2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13G or 13D or Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission, any national quotation system, national securities exchange, stock exchange or similar authority; and

 

  3. Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or evocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13G and 13D and Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

[signature page follows]


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed in relation to its equity holdings in Addus Homecare Corporation as of this 9th day of February, 2018.

 

EOS CAPITAL PARTNERS III, L.P.
By:   ECP General III, L.P.
Its:   General Partner
By:   ECP III, LLC
Its:   General Partner
By:  

/s/ Steven M. Friedman

Name:   Steven M. Friedman
Title:   President
ECP HELIOS PARTNERS III, L.P.
By:   Eos Hyperion GP, LLC
Its:   General Partner
By:  

/s/ Mark L. First

Name:  

Mark L. First

Title:  

Managing Director

EOS HYPERION GP, LLC
By:  

/s/ Mark L. First

Name:   Mark L. First
Title:   Managing Director
ECP GENERAL III, L.P.
By:   ECP III, LLC
Its:   General Partner
By:  

/s/ Steven M. Friedman

Name:   Steven M. Friedman
Title:   President


ECP III, LLC
By:  

/s/ Steven M. Friedman

Name:   Steven M. Friedman
Title:   President
EOS PARTNERS SBIC III, L.P.
By: EOS SBIC General III, L.L.C.
Its: General Partner
By: Eos Partners, L.P.
Its: Managing Member
By: Eos General, L.L.C.
Its: General Partner
By:  

/s/ Steven M. Friedman

Name:   Steven M. Friedman
Title:   Managing Member
EOS SBIC GENERAL III, L.P.
By: Eos Partners, L.P.
Its: Managing Member
By: Eos General, L.L.C.
Its: General Partner
By:  

/s/ Steven M. Friedman

Name:   Steven M. Friedman
Title:   Managing Member
EOS PARTNERS, L.P.
By: Eos General, L.L.C.
Its: General Partner
By:  

/s/ Steven M. Friedman

Name:   Steven M. Friedman
Title:   Managing Member


EOS GENERAL, L.L.C.
By:  

/s/ Steven M. Friedman

Name:   Steven M. Friedman
Title:   Managing Member
MARK FIRST
 

/s/ Mark First