AdaptHealth to acquire AeroCare Holdings for approximately $2B

AdaptHealth announced that it has entered into a definitive agreement to acquire Orlando, Florida based AeroCare Holding. Founded in 2000, AeroCare is a leading national technology-enabled respiratory and home medical equipment distribution platform in the United States. The transaction values AeroCare at approximately $2B on a debt-free, cash-free basis, with cash consideration of $1.1B, subject to adjustment as provided in the definitive agreement, and 31M shares of AdaptHealth common stock. The share consideration will initially be a combination of Class A Common Stock (up to 19.9% of the outstanding Class A Common Stock) and non-voting convertible preferred, which converts to Class A Common Stock once AdaptHealth shareholders approve the issuance of the share consideration under NASDAQ rules. AdaptHealth will seek such shareholder approval after closing of the transaction. AdaptHealth intends to fund the cash portion of the consideration and associated costs through incremental debt and has committed debt financing from Jefferies Finance LLC. The acquisition and financing transactions have received necessary board approvals and are expected to close in the first quarter of 2021, subject to certain customary closing conditions and regulatory approvals, including expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. In connection with the closing of the acquisition of AeroCare, the Company will also simplify its corporate tax structure and convert all of the outstanding membership units of its subsidiary limited liability company, AdaptHealth Holdings LLC, and all of the outstanding shares of Class B Common Stock into shares of the Company's Class A Common Stock. The simplification transaction will reduce the Company's tax compliance costs, enhance its ability to structure future acquisitions and result in the Class A Common Stock being the Company's only class of Common Stock outstanding. In order to provide for the payment of capital gains tax obligations related to the conversion of management's membership units and Class B Common Stock, the Company has elected to satisfy with cash, in lieu of certain shares of Class A Common Stock, a portion of the membership units and shares of Class B Common Stock exchanged by certain members of the Company's management prior to the simplification transaction.