UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 11, 2015
(May 5, 2015)
Adeptus Health Inc.
(Exact name of Registrant as Specified in its Charter)
Delaware
(State or other Jurisdiction
of Incorporation) | | 001-36520
(Commission
File Number) | | 46-5037387
(IRS Employer
Identification No.) |
2941 Lake Vista Drive Lewisville, Texas (Address of Principal Executive Offices) | | 75067
(Zip Code) |
(Registrant’s Telephone Number, Including Area Code): (972) 899-6666
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On May 5, 2015, Adeptus Health Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein (collectively, the “Underwriters”), and SCP III AIV THREE-FCER Conduit, L.P., an affiliate of Sterling Partners (the “Selling Stockholder”), relating to the offering and sale by the Company of 1,349,671 shares and by the Selling Stockholder of 750,329 shares of the Company’s Class A common stock, par value $0.01 per share, pursuant to the Company’s Registration Statement on Form S-1 (File Nos. 333-203652). The offering price to the public was $63.75 per share, and the Underwriters agreed to purchase the shares from the Company and the Selling Stockholder at a price of $60.084376 per share. The Company and the Selling Stockholder also granted the Underwriters an option to purchase up to 315,000 additional shares, 222,625 from the Company and 92,375 from the Selling Stockholder. On May 7, 2015, the Underwriters exercised this option in full.
The Underwriting Agreement contains certain representations, warranties, covenants and conditions. It also provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or contribute to payments the Underwriters may be required to make because of any of those liabilities.
The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Underwriting Agreement which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
Item 8.01 Other Events.
The previously announced underwritten offering by the Company and the Selling Stockholder of an aggregate of 2,415,000 shares of common stock of the Company closed on May 11, 2015. Adeptus Health Inc. intends to use the net proceeds from its issuance and sale of Class A common stock, par value $0.01 per share, to purchase, for cash, 1,572,296 limited liability company units of Adeptus Health LLC, its direct subsidiary, from certain of the unit holders of Adeptus Health LLC, including certain of its directors and executive officers. The Company did not receive any of the proceeds from the sale of shares of common stock of the Company by the Selling Stockholder.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. | | Description of Exhibit |
| | |
1.1 | | Underwriting Agreement, dated as of May 5, 2015, by and among Adeptus Health Inc., SCP III AIV THREE-FCER Conduit, L.P. and the representatives of the underwriters party thereto. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Adeptus Health Inc. |
| (Registrant) |
| | |
| | |
| By: | /s/ Timothy L. Fielding |
| Name: | Timothy L. Fielding |
| Title: | Chief Financial Officer |
May 11, 2015
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EXHIBIT INDEX
Exhibit
No. | | Description of Exhibit |
| | |
1.1 | | Underwriting Agreement, dated as of May 5, 2015, by and among Adeptus Health Inc., SCP III AIV THREE-FCER Conduit, L.P. and the representatives of the underwriters party thereto. |
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