UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

AdaptHealth Corp.

(Name of issuer)

(Amendment No.     )

Class A Common Stock, par value $0.0001 per share

(Title of class of securities)

00653Q102

(CUSIP number)

Bradley J. Coppens

c/o One Equity Partners

510 Madison Avenue, 19th Floor, New York, New York 10022

(212) 277-1500

COPY TO:

Jeremy S. Liss

Ross M. Leff

Jeffrey P. Swatzell

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, Illinois 60654

(312) 862-2000

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

July 1, 2020

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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. 00653Q102		Page 2 of 15

 

(1)		Names of reporting persons   OEP AHCO Investment Holdings, LLC
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
(3)		SEC use only
(4)		Source of funds (see instructions)   AF
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
(6)		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   0 shares
				(8)		Shared voting power   10,930,471 shares*
				(9)		Sole dispositive power   0 shares
				(10)		Shared dispositive power   10,930,471 shares*
(11)		Aggregate amount beneficially owned by each reporting person   10,930,471 shares*
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
(13)		Percent of class represented by amount in Row (11)   20.0%
(14)		Type of reporting person (see instructions)   OO

* Comprised of 10,930,471 shares of Class A Common Stock held directly by OEP AHCO Investment Holdings, LLC.

SCHEDULE 13D

 

CUSIP No. 92847R104		Page 3 of 15

 

(1)		Names of reporting persons   One Equity Partners VII, L.P.
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
(3)		SEC use only
(4)		Source of funds (see instructions)   OO
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
(6)		Citizenship or place of organization   Cayman Islands
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   0 shares
				(8)		Shared voting power   5,338,989 shares*
				(9)		Sole dispositive power   0 shares
				(10)		Shared dispositive power   5,338,989 shares*
(11)		Aggregate amount beneficially owned by each reporting person   5,338,989 shares*
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
(13)		Percent of class represented by amount in Row (11)   9.8%
(14)		Type of reporting person (see instructions)   PN

* Comprised of 48.845% of the 10,930,471 shares of Class A Common Stock held directly by OEP AHCO Investment Holdings, LLC.

SCHEDULE 13D

 

CUSIP No. 92847R104		Page 4 of 15

 

(1)		Names of reporting persons   One Equity Partners VII-A, L.P.
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
(3)		SEC use only
(4)		Source of funds (see instructions)   OO
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
(6)		Citizenship or place of organization   Cayman Islands
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   0 shares
				(8)		Shared voting power   2,727,808 shares*
				(9)		Sole dispositive power   0 shares
				(10)		Shared dispositive power   2,727,808 shares*
(11)		Aggregate amount beneficially owned by each reporting person   2,727,808 shares*
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
(13)		Percent of class represented by amount in Row (11)   5.0%
(14)		Type of reporting person (see instructions)   PN

* Comprised of 24.956% of the 10,930,471 shares of Class A Common Stock held directly by OEP AHCO Investment Holdings, LLC.

SCHEDULE 13D

 

CUSIP No. 92847R104		Page 5 of 15

 

(1)		Names of reporting persons   One Equity Partners VII-B, L.P.
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
(3)		SEC use only
(4)		Source of funds (see instructions)   OO
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
(6)		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   0 shares
				(8)		Shared voting power   1,137,862 shares*
				(9)		Sole dispositive power   0 shares
				(10)		Shared dispositive power   1,137,862 shares*
(11)		Aggregate amount beneficially owned by each reporting person   1,137,862 shares*
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
(13)		Percent of class represented by amount in Row (11)   2.1%
(14)		Type of reporting person (see instructions)   PN

* Comprised of 10.410% of the 10,930,471 shares of Class A Common Stock held directly by OEP AHCO Investment Holdings, LLC.

SCHEDULE 13D

 

CUSIP No. 92847R104		Page 6 of 15

 

(1)		Names of reporting persons   OEP VII Project A Co-Investment Partners, L.P.
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
(3)		SEC use only
(4)		Source of funds (see instructions)   OO
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
(6)		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   0 shares
				(8)		Shared voting power   1,725,812 shares*
				(9)		Sole dispositive power   0 shares
				(10)		Shared dispositive power   1,725,812 shares*
(11)		Aggregate amount beneficially owned by each reporting person   1,725,812 shares*
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
(13)		Percent of class represented by amount in Row (11)   3.2%
(14)		Type of reporting person (see instructions)   PN

* Comprised of 15.789% of the 10,930,471 shares of Class A Common Stock held directly by OEP AHCO Investment Holdings, LLC.

SCHEDULE 13D

 

CUSIP No. 92847R104		Page 7 of 15

 

(1)		Names of reporting persons   OEP VII General Partner, L.P.
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
(3)		SEC use only
(4)		Source of funds (see instructions)   AF
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
(6)		Citizenship or place of organization   Cayman Islands
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   0 shares
				(8)		Shared voting power   10,930,471 shares*
				(9)		Sole dispositive power   0 shares
				(10)		Shared dispositive power   10,930,471 shares*
(11)		Aggregate amount beneficially owned by each reporting person   10,930,471 shares*
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
(13)		Percent of class represented by amount in Row (11)   20.0%
(14)		Type of reporting person (see instructions)   PN

* Comprised of 10,930,471 shares of Class A Common Stock held directly by OEP AHCO Investment Holdings, LLC.

SCHEDULE 13D

 

CUSIP No. 92847R104		Page 8 of 15

 

(1)		Names of reporting persons   OEP VII GP, L.L.C.
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
(3)		SEC use only
(4)		Source of funds (see instructions)   AF
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
(6)		Citizenship or place of organization   Cayman Islands
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   0 shares
				(8)		Shared voting power   10,930,471 shares*
				(9)		Sole dispositive power   0 shares
				(10)		Shared dispositive power   10,930,471 shares*
(11)		Aggregate amount beneficially owned by each reporting person   10,930,471 shares*
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
(13)		Percent of class represented by amount in Row (11)   20.0%
(14)		Type of reporting person (see instructions)   OO

* Comprised of 10,930,471 shares of Class A Common Stock held directly by OEP AHCO Investment Holdings, LLC.

SCHEDULE 13D

 

CUSIP No. 92847R104		Page 9 of 15

 

(1)		Names of reporting persons   Richard Cashin
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
(3)		SEC use only
(4)		Source of funds (see instructions)   AF
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
(6)		Citizenship or place of organization   United States
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   0 shares
				(8)		Shared voting power   10,930,471 shares*
				(9)		Sole dispositive power   0 shares
				(10)		Shared dispositive power   10,930,471 shares*
(11)		Aggregate amount beneficially owned by each reporting person   10,930,471 shares*
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
(13)		Percent of class represented by amount in Row (11)   20.0%
(14)		Type of reporting person (see instructions)   IN

* Comprised of 10,930,471 shares of Class A Common Stock held directly by OEP AHCO Investment Holdings, LLC.

SCHEDULE 13D

 

CUSIP No. 92847R104		Page 10 of 15

 

(1)		Names of reporting persons   David Han
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
(3)		SEC use only
(4)		Source of funds (see instructions)   AF
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
(6)		Citizenship or place of organization   United States
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   0 shares
				(8)		Shared voting power   10,930,471 shares*
				(9)		Sole dispositive power   0 shares
				(10)		Shared dispositive power   10,930,471 shares*
(11)		Aggregate amount beneficially owned by each reporting person   10,930,471 shares*
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
(13)		Percent of class represented by amount in Row (11)   20.0%
(14)		Type of reporting person (see instructions)   IN

* Comprised of 10,930,471 shares of Class A Common Stock held directly by OEP AHCO Investment Holdings, LLC.

SCHEDULE 13D

 

CUSIP No 92847R104		Page 11 of 15

 

Item 1.

Security and Issuer.

This Schedule 13D relates to the Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of AdaptHealth Corp., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 220 West Germantown Pike, Suite 250, Plymouth Meeting, PA 19462.

 

Item 2.

Identity and Background.

(a), (b), (c), (f)

This Schedule 13D is filed jointly on behalf of the entities and persons described in this Item 2, all of whom are together referred to herein as the “Reporting Persons.”

The holder of the Class A Common Stock is OEP AHCO Investment Holdings, LLC, a Delaware limited liability company (“Investor”), of which (i) 48.845% of its membership interests are owned by One Equity Partners VII, L.P., a Cayman Islands exempted limited partnership (“OEP VII LP”), (ii) 24.956% of its membership interests are owned by One Equity Partners VII-A, L.P., a Cayman Islands exempted limited partnership (“OEP VII-A LP”); (iii) 10.410% of its membership interests are owned by One Equity Partners VII-B, L.P., a Delaware limited partnership (“OEP VII-B LP”), and (iv) 15.789% are owned by OEP VII Project A Co-Investment Partners, L.P., a Delaware limited partnership (“OEP VII Project A LP” and, together with OEP VII LP, OEP VII-A LP and OEP VII-B LP, the “Parallel Funds”).

The general partner of each of the Parallel Funds is OEP VII General Partner, L.P., a Cayman Islands exempted limited partnership (“OEP VII GP”), and the general partner of OEP VII GP is OEP VII GP, L.L.C., a Cayman Islands limited liability company (“OEP VII GP LLC”). OEP VII GP LLC is member-managed by Messrs. Richard Cashin and David Han, each of whom is a U.S. citizen.

By virtue of the relationships described above, each of the Parallel Funds, OEP VII GP, OEP VII GP LLC and Messrs. Richard Cashin and David Han may be deemed to beneficially own, and share voting and dispositive power with respect to, the shares of Class A Common Stock held directly by Investor.

The principal business of each of the Reporting Persons is to make and manage investments in various business organizations.

The principal business address of each of the Reporting Persons is c/o One Equity Partners, 510 Madison Avenue, 19th Floor, New York, NY 10022.

(d), (e)

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.

On July 1, 2020, Investor acquired 10,930,471 shares of Class A Common Stock and 39,706 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock” and, together with the Class A Common Stock, the “Securities”), pursuant to that certain Investment Agreement, dated May 25, 2020 (the “Investment Agreement”), by and between the Company, Investor and, solely for purposes of Section 3.10 thereof, OEP VII LP.

The Series A Preferred Stock is convertible into shares of Class A Common Stock at an initial conversion price of $13.75 per share. The terms of the Series A Preferred Stock generally restrict the conversion of such shares until the shares of Class A Common Stock issuable upon conversion thereof has been approved by stockholders of the Company in accordance with Nasdaq Listing Rules (“Stockholder Approval”).

SCHEDULE 13D

 

CUSIP No 92847R104		Page 12 of 15

Investor acquired the Securities for aggregate consideration of $190,000,000 (consisting of $150,294,000 for the shares of Class A Common Stock and $39,706,000 for the shares of Series A Preferred Stock).

The funds required for the Investor to purchase the Securities were obtained from the working capital of the Parallel Funds, which was obtained or repaid from capital contributions from partners of the Parallel Funds. No additional consideration was or will be paid by the Reporting Persons for the receipt of such Securities.

 

Item 4.

Purpose of the Transaction.

On May 25, 2020, the Company entered into the Investment Agreement with Investor and OEP VII LP, whereby, subject to certain exceptions, Investor agreed to purchase in a private placement an aggregate of up to $190,000,000 in Class A Common Stock and Series A Preferred Stock (the “Investment”).

In accordance with the terms of the Investment Agreement, the Company has appointed Mr. Bradley J. Coppens to the board of directors of the Company, and Investor has designated Mr. Gregory Belinfanti as a non-voting observer to the board of directors of the Company.

The information set forth in Item 3 and Item 6 is incorporated by reference in its entirety into this Item 4. The description of the Investment Agreement in this Item 4 is not intended to be complete and is qualified in its entirety by the full text of the Investment Agreement, which is filed as an exhibit hereto and is incorporated by reference herein.

Each of the Reporting Persons acquired the Securities for investment purposes. Consistent with such purposes, the Reporting Persons may engage in communications with, without limitation, management, directors and shareholders (including Reporting Persons) of the Company, and may make suggestions concerning the Company’s operations, prospects, business and financial strategies, strategic transactions, assets and liabilities, business and financing alternatives, governance matters and such other matters as the Reporting Persons may deem relevant to their investment in the Securities, and with a view to maximizing stockholder value. Each Reporting Person intends to participate in and influence the affairs of the Company through the exercise of their respective voting rights with respect to any Securities they then hold and through the exercise of their rights under the Investment Agreement, including through director designation and board observer designation rights.

Each of the Reporting Persons expects to continuously review such person’s investment in the Company and, depending on various factors, including, but not limited to, the price of shares of Class A Common Stock, the terms and conditions of the transaction, prevailing market conditions, the Company’s business and prospects, and such other considerations as such Reporting Person deems relevant, may at any time or from time to time, and subject to any required regulatory approvals and the terms of the Investment Agreement, lend funds, invest in debt or similar investments issued by the Company, acquire additional shares of Class A Common Stock, preferred stock of the Company or other securities convertible into or exercisable or exchangeable for Class A Common Stock from time to time on the open market, in privately negotiated transactions, directly from the Company, or upon the exercise or conversion of securities convertible into or exercisable or exchangeable for Class A Common Stock. Any transaction that the Reporting Persons may pursue may be made at any time and from time to time without prior notice.

Each Reporting Person also may, at any time, subject to compliance with applicable securities laws, regulatory requirements and the terms of the Investment Agreement, dispose of or distribute some or all of its Class A Common Stock, Series A Preferred Stock or such other securities or investments it owns or may subsequently acquire depending on various factors, including, but not limited to, the price of shares of Class A Common Stock, the terms and conditions of the transaction, the Company’s business and prospects, and prevailing market conditions, as well as liquidity and diversification objectives. Any transaction that the Reporting Persons may pursue may be made at any time and from time to time without prior notice.

Based on the transactions and relationships described herein, the Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Act. The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group, and the existence of any such group is expressly disclaimed.

SCHEDULE 13D

 

CUSIP No 92847R104		Page 13 of 15

Except as set forth in this Schedule 13D, or as would occur upon completion of any of the matters discussed in this Schedule 13D, the Reporting Persons have no present plans or proposals that would relate to or result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their position with respect to the Company and reserve the right to develop such plans or proposals and may seek to influence management or the board of directors of the Company with respect to the business and affairs of the Company, and may from time to time consider pursuing or proposing any such transactions (including investment or strategic transactions) with advisors, the Company or other persons.

 

Item 5.

Interest in Securities of the Issuer.

(a), (b)

The information requested by these paragraphs is incorporated herein, to the extent applicable, by reference to the cover pages and Item 2 to this Schedule 13D.

Beneficial ownership is calculated based on (i) 30,663,126 shares of Class A Common Stock outstanding as of June 26, 2020, as reported in the Company’s Final Prospectus filed with the SEC pursuant to Rule 424(b)(4) on July 2, 2020 (the “Final Prospectus”), plus (ii) 9,200,000 shares of Class A Common Stock issued in the offering pursuant to such Final Prospectus, plus (iii) the issuance of 10,930,471 shares of Class A Common Stock to the Investor pursuant to the Investment Agreement, plus (iv) the issuance of 3,906,250 shares of Class A Common in connection with the Company’s acquisition of LCP Solara Blocker Corp. and Solara Holdings, LLC.

In accordance with the terms of the Investment Agreement, Investor entered into voting agreements with persons and/or entities related to, or otherwise affiliated with, each of the following shareholders: Mr. Richard Barasch (director of the Company), Mr. Luke McGee (director and chief executive officer of the Company), Still Water Nevada Trust, Arimar, LLC, BlueMountain Capital Management, LLC, Everest Trust, Mr. Joshua Parnes (director of the Company), Mr. Christopher Joyce (general counsel of the Company), Mr. Richard Roberts and Mr. Gregg Holst (chief financial officer of the Company). As a result, the Reporting Persons may be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Act, with such shareholders.

(c)

Except as set forth in Item 4, none of the Reporting Persons has effected any transaction in the Class A Common Stock during the past 60 days.

(d)

To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e)

Not applicable.

 

Item 6.

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

The information set forth in Items 2, 3, 4 and 5 of this Schedule 13D is hereby incorporated by reference into this Item 6, as applicable.

Series A Preferred Stock

The rights and preferences of the Series A Preferred Stock were designated by the Company’s board of directors in a certificate of designations (the “Certificate of Designations”) forming part of the Company’s Second Amended and Restated Certificate of Incorporation, which Certificate of Designations was filed on July 1, 2020 with the Secretary of State of the State of Delaware.

SCHEDULE 13D

 

CUSIP No 92847R104		Page 14 of 15

 

•

Ranking and Liquidation Preference. The Series A Preferred Stock ranks senior to the Class A Common Stock with respect to rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, having a liquidation preference equal to its par value of $0.0001 per share.

 

•

Dividends. The Series A Preferred Stock participates equally and ratably on an as-converted basis with the holders of Class A Common Stock in all cash dividends paid on the Class A Common Stock.

 

•

Voting. The Series A Preferred Stock is non-voting.

 

•

Conversion. Subject to certain exceptions, after Stockholder Approval is obtained, the Company or Investor may convert the Series A Preferred Stock into Class A Common Stock at its election.

Investment Agreement

The Investment Agreement contains the following terms, among others:

 

•

Board Representation. Pursuant to the Investment Agreement, the Company agreed to increase the size of its board of directors by two members in order to elect to the board of directors, promptly following and in any event within five business days of the closing of the Investment, one individual designated by Investor and one independent director nominated by the Company or the Company’s board of directors. For as long as Investor or its affiliates hold beneficial ownership of at least 25% of the shares of Class A Common Stock and Series A Preferred Stock issued pursuant to the Investment Agreement on an as-converted basis, Investor will have the right to designate one director for election to the Company’s board of directors. For as long as Investor has the right to designate one director for election, the Company may not increase the number of directors on the board of directors without the prior consent of Investor. In addition to the foregoing director designation right, for as long as Investor or its affiliates hold beneficial ownership of at least 50% of the shares of Class A Common Stock and Series A Preferred Stock issued pursuant to the Investment Agreement on an as-converted basis, Investor will have the right to designate a non-voting observer to the board of directors.

 

•

Shareholder Approval. Under the Investment Agreement, the Company agreed to hold a meeting of stockholders at which a proposal will be considered with respect to the approval of the issuance of shares of Class A Common Stock to Investor in connection with the conversion of the Series A Preferred Stock into Class A Common Stock that would, absent such approval, violate Nasdaq Listing Rule 5635, as promptly as reasonably practicable after the signing of the Investment Agreement.

 

•

Standstill Restrictions. Investor and its affiliates are subject to certain standstill restrictions, including that they are restricted from acquiring additional shares of Class A Common Stock, for as long as Investor holds beneficial ownership of at least 25% of the shares of Class A Common Stock and Series A Preferred Stock issued pursuant to the Investment Agreement on an as-converted basis.

 

•

Transfer Restrictions. Subject to certain customary exceptions, Investor is restricted from transferring the Class A Common Stock, Series A Preferred Stock or shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock until the earlier of (i) the 18-month anniversary of the closing of the Investment and (ii) the date on which certain specified volume-weighted average price targets for the Class A Common Stock are met.

 

•

Right of First Offer. If Investor desires to sell any shares of Series A Preferred Stock to a third party (other than a Permitted Transfer, as defined in the Investment Agreement), then the Company will have certain rights to purchase all (but not less than all) of the shares of Series A Preferred Stock to be sold.

SCHEDULE 13D

 

CUSIP No 92847R104		Page 15 of 15

Registration Rights Agreement

On July 1, 2020, Investor entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) with the Company and certain other parties thereto, pursuant to which Investor obtained certain customary registration rights with respect to the shares of Class A Common Stock issued to it in the Investment and all shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock, including that the Company has agreed to file a registration statement under the Securities Act of 1933, as amended, registering the issuance and resale of all such shares.

Voting Agreements

On May 25, 2020, certain stockholders of the Company entered into agreements with Investor to vote all shares of common stock of the Company owned by such persons as of the applicable record date over which such persons had voting power, (i) in favor of the Stockholder Approval for the removal of the conversion restrictions applicable to the Series A Preferred Stock and (ii) against matters which would result in a breach by the Company of its agreement with Investor or otherwise be expected to impede the transactions contemplated by such agreement.

The descriptions of the Certificate of Designations, Investment Agreement, Registration Rights Agreement and Voting Agreements in this Item 6 are not intended to be complete and are qualified in their entirety by the full text of the Certificate of Designations, Investment Agreement, Registration Rights Agreement and Form of Voting Agreement, which are filed as exhibits hereto and are incorporated by reference herein.

 

Item 7.

Material to be Filed as Exhibits.

 

Exhibit		Description
Exhibit 1		Joint Filing Agreement, dated as of July 10, 2020, among the Reporting Persons.
Exhibit 2		Investment Agreement, dated May 25, 2020, by and between AdaptHealth Corp., OEP AHCO Investment Holdings, LLC, and, solely for purposes of Section 3.10 thereto, One Equity Partners VII, L.P. This agreement is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 29, 2020.
Exhibit 3		Certificate of Designations of Series A Preferred Stock. This document is incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2020.
Exhibit 4		Amended and Restated Registration Rights Agreement, dated July 1, 2020, among the Company and the stockholders party thereto. This document is incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2020.
Exhibit 5		Form of Voting Agreement.

SIGNATURE

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

Dated: July 10, 2020

 

Exhibit 1

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 Class A Common Stock, par value $0.0001, of AdaptHealth Corp., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below who is named as a reporting person therein 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: July 10, 2020

 

Exhibit 5

FORM OF VOTING AGREEMENT

This Voting Agreement (this “Agreement”), dated as of May 25, 2020 between the undersigned stockholder (“Stockholder”) of AdaptHealth Corp., a Delaware corporation (the “Company”), and OEP AHCO Investment Holdings, LLC, a Delaware limited liability company (“Investor”).

WHEREAS, concurrently with or following the execution of this Agreement, the Company and Investor have entered, or will enter, into an Investment Agreement (as the same may be amended from time to time, the “Investment Agreement”), providing for, among other things, an equity financing transaction (the “Financing”); and

WHEREAS, to induce Investor to enter into the Investment Agreement, Stockholder is willing to make certain representations, warranties, covenants and agreements with respect to the shares of common stock, par value $0.0001 per share, of the Company (“Company Common Stock”), beneficially owned by Stockholder and set forth below Stockholder’s signature on the signature page hereto (the “Original Shares” and, together with any additional shares of Company Common Stock pursuant to Section 6 hereof, the “Shares”).

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Investment Agreement.

2. Representations of Stockholder. Stockholder represents and warrants to Investor that:

(a) As of the date hereof, (i) Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Original Shares free and clear of all Liens, other than restrictions on transfer imposed by applicable securities Laws [or other agreements between Stockholder and the Company, and (ii) except pursuant hereto,][, and (ii) except pursuant hereto, pursuant to that certain letter agreement with the Company, dated July 8, 2019, or the Put/Call Option and Consent Agreement with the Company, dated as of the date hereof,] there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares with respect to or otherwise affecting the matters covered herein and there are no voting trusts or voting agreements with respect to the Original Shares with respect to or otherwise affecting the matters covered herein.

(b) As of the date hereof, Stockholder does not beneficially own any shares of Company Common Stock or any security exercisable for or convertible into shares of Company Common Stock other than the Original Shares as set forth on the signature page of this Agreement.

(c) Stockholder has full power and authority to enter into, execute and deliver this Agreement and to perform fully Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except

(a) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws now or hereafter in effect relating to, or affecting generally, the enforcement of creditors’ and other obligees’ rights, (b) where the remedy of specific performance or other forms of equitable relief may be subject to certain equitable defenses and principles and to the discretion of the court before which the proceeding may be brought, and (c) where rights to indemnity and contribution thereunder may be limited by applicable Law and public policy.

(d) None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will conflict with or result in a material breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Stockholder or to Stockholder’s property or assets.

(e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement, other than any such consents, approvals, authorizations, designations, declarations and filings that have already been obtained or made or filings required under the Exchange Act.

(f) As of the date hereof, there is no action, suit, or proceeding (whether judicial, arbitral, administrative, or other), or to the knowledge of Stockholder, investigation, pending against, or, to the knowledge of Stockholder, no such action, suit, proceeding or investigation threatened against or affecting, Stockholder that would reasonably be expected to materially impair or materially adversely affect the ability of Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated by this Agreement on a timely basis.

3. Agreement to Vote Shares.

(a) Stockholder agrees during the term of this Agreement to vote the Shares [over which such Stockholder has the right to vote as of the applicable record date], and to cause any [of its affiliates that are the] holder of record of Shares to vote the Shares [over which such affiliate has the right to vote as of the applicable record date]: (i) in favor of the removal of the Conversion Restriction (as such term is defined in the Certificate of Designations) (the “Stockholder Approval”), at every meeting of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof; and (ii) against (1) any action, proposal, transaction or agreement which would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Stockholder under this Agreement and (2) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the Stockholder Approval, including any change in any manner to the voting rights of any class of shares of the Company (including any amendments to the certificate of incorporation or bylaws of the Company) (provided, however, that the approval of the authorization or issuance of additional shares of capital stock of the Company not otherwise in breach of the restrictions set forth in Section 3.7 of the Investment Agreement shall not be deemed a change in any manner to the voting rights). [Investor acknowledges and agrees that nothing in this Agreement shall restrict Stockholder from transferring or selling its Shares; provided, that if such transfer or sale is to an Affiliate of Stockholder, Stockholder shall cause such Affiliate to execute a joinder to this Agreement to be bound by all of the rights, interests and obligations of this Agreement as if such Affiliate were “Stockholder” hereunder.]

 

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(b) Solely in the event of a failure by Stockholder to act in accordance with Stockholder’s obligations as to voting pursuant to Section 3(a) (including in the event a Stockholder does not deliver a completed proxy card to the Company with respect to the matters contemplated herein at least 10 days prior to the applicable deadline thereof), Stockholder hereby appoints Investor and any designee of Investor, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of Stockholder. Notwithstanding anything to the contrary herein, the proxy and power of attorney granted hereunder and each other covenant and agreement in this Section 3(b) shall terminate upon the termination of this Agreement.

4. Covenants.

(a) Stockholder agrees that Stockholder will not, and will not permit any entity under Stockholder’s control to, with respect to the matters covered herein, deposit any of the Shares in a voting trust, grant any proxies with respect to the Shares or subject any of the Shares to any arrangement with respect to the voting of the Shares other than agreements entered into with Investor.

(b) [Stockholder agrees that from the date hereof until the date of the first Company Stockholders’ Meeting for the Stockholder Approval, Stockholder will not, directly or indirectly, transfer, sell, offer, exchange, assign, pledge or otherwise dispose of or encumber (“Transfer”) any of the Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any of the Shares or Stockholder’s voting interest therein. Any attempted Transfer of Shares or any interest therein in violation of this Section 4(b) shall be null and void. This Section 4(b) shall not prohibit a Transfer of the Shares by Stockholder to an Affiliate of Stockholder; provided that Stockholder shall, prior to any such Transfer of Shares to an Affiliate of Stockholder, cause the applicable Affiliate to execute a joinder to this Agreement to be bound by all of the rights, interests and obligations of this Agreement as if such Affiliate were “Stockholder” hereunder.]

(c) Stockholder agrees that all shares of Company Common Stock that Stockholder purchases, acquires the right to vote or otherwise acquires beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of after the execution of this Agreement shall be subject to the terms of this Agreement and shall constitute Shares for all purposes of this Agreement.

 

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5. Termination. This Agreement shall terminate upon the earliest to occur of (i) the date on which the Stockholder Approval is obtained, and (ii) the date on which the Investment Agreement is terminated in accordance with its terms.

6. No Agreement as Director or Officer. Stockholder makes no agreement or understanding in this Agreement in Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries or as a designator, employer or affiliate of any director or officer of the Company or any of its subsidiaries (if Stockholder’s designee, employee or affiliate holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by any designee, employee or affiliate of Stockholder as such a director or officer, including in exercising rights under the Investment Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict any designee, employee or affiliate of Stockholder from exercising his or her fiduciary duties as an officer or director to the Company or its stockholders.

7. Further Assurances. Stockholder agrees, from time to time, and without additional consideration, to execute and deliver such additional proxies, documents, and other instruments and to take all such further action as the Investor may reasonably request to consummate and make effective the transactions contemplated by this Agreement.

8. Miscellaneous.

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed entirely within such state, without regard to the conflicts of law principles of such state.

(b) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of competent jurisdiction, in each case without proof of damages or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties hereto agree not to assert that a remedy of specific enforcement of the express terms hereof is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy.

(c) Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any state or federal court within the State of Delaware), for the purposes of any Action or other proceeding arising out of this Agreement and the rights and obligations arising hereunder, and irrevocably and unconditionally waives any objection to the laying of venue of any such Action or proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action or proceeding has been brought in an inconvenient forum. Each party hereto agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth on the signature pages hereto shall be effective service of process for any such Action or proceeding.

 

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(d) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, CLAIM OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, CLAIM OR OTHER PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(d).

(e) This Agreement may be executed in two or more identical counterparts (including by facsimile or electronic transmission), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered (by facsimile, electronic transmission or otherwise) to the other parties.

(f) Each party hereto shall execute and deliver such additional documents as may be necessary or desirable to effect the transactions contemplated by this Agreement.

(g) This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended or supplemented, and no provisions hereof may be modified or waived, except by an instrument in writing signed by both of the parties hereto. No waiver of any provisions hereof by either party shall be deemed a waiver of any other provisions hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

(h) All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom.

(i) The obligations of Stockholder set forth in this Agreement shall not be effective or binding upon Stockholder until after such time as the Investment Agreement is executed and delivered by the Company and Investor, and the parties hereto agree that there is not and has not been any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein.

(j) Neither party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other party hereto, except that [(i)] Investor may assign, in its sole discretion, all or any of its rights, interests and obligations hereunder to any of its Affiliates that own Class A Common Stock or Series A Preferred Stock [and (2) Stockholder may assign its rights, interests and obligations hereunder to its Affiliates as contemplated by and in compliance with Section 4(b)]. Any assignment contrary to the provisions of this Section 8(j) shall be null and void.

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

 

 

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