| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On October 1, 2019, Addus HealthCare, Inc., an Illinois corporation (“Addus HealthCare”) and a wholly-owned subsidiary of Addus HomeCare Corporation (the “Corporation”), completed its acquisition of Hospice Partners of America, LLC, a Delaware limited liability company (“Hospice Partners”). Pursuant to the terms of the previously announced Purchase Agreement (the “Purchase Agreement”), dated as of August 25, 2019, among (i) Addus Healthcare, (ii) Hospice Partners, (iii) New Capital Partners II – HS, Inc., a Delaware corporation, (iv) Senior Care Services, LLC, a Delaware limited liability company, and Eastside Partners II, LP and (v) New Capital Partners II, LLC, a Delaware limited liability company, solely in its capacity asattorney-in-fact for certain of the sellers and as the representative of the sellers, Addus HealthCare acquired all of the issued and outstanding securities of Hospice Partners for an aggregate purchase price of $130.0 million, subject to customary adjustments for working capital and other items, which was paid in full in cash at the closing. The purchase was funded through the net proceeds of the Corporation’s public offering of common stock, which closed on September 9, 2019.
Hospice Partners is a multi-state provider of hospice services headquartered in Birmingham, Alabama. Hospice Partners currently serves patients through 21 locations across Idaho, Kansas, Missouri, Oregon, Texas and Virginia.
The Purchase Agreement contains customary representations, warranties and covenants made by Addus Healthcare and Hospice Partners. Addus Healthcare purchased abuy-side representations and warranties insurance policy, which comprises Addus HealthCare’s sole remedy for breaches of representations and warranties, absent fraud or intentional misrepresentation. The representations and warranties insurance policy is subject to certain policy limits, exclusions, deductibles and other terms and conditions. The Purchase Agreement contains post-closing covenants restricting certain of the sellers and certain managers and employees of Hospice Partners from competing with Hospice Partners or soliciting certain of its business relations. The duration and nature of the covenants varies according to the identity of the party, manager or employee. The Purchase Agreement also contains customary indemnification obligations of each party with respect to breaches of their respective covenants and certain other specified matters.
| Item 7.01 | Regulation FD Disclosure. |
On October 1, 2019, the Corporation issued the Press Release announcing the completion of the Hospice Partners acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form8-K.
The information furnished pursuant to this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing of the Corporation under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
The financial statements required by Item 9.01(a) ofForm 8-K will be filed by amendment to this Current Report onForm 8-K no later than 71 days after the date this initial report onForm 8-K must be filed.
(b) Pro Forma Financial Information.
The pro forma financial statements required by Item 9.01(b) of Form8-K will be filed by amendment to this Current Report on Form8-K no later than 71 days after the date this initial report on Form8-K must be filed.
(d) Exhibits
