SCHEDULE 13D/A
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| CUSIP No 00653Q102 | | Page 13 of 15 |
| 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) 36.28% of its membership interests are owned by One Equity Partners VII, L.P., a Cayman Islands exempted limited partnership (“OEP VII LP”), (ii) 18.56% 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) 7.74% of its membership interests are owned by One Equity Partners VII-B, L.P., a Delaware limited partnership (“OEP VII-B LP”), (iv) 26.32% of its membership interests are owned by OEP VII Project A Co-Investment Partners, L.P., a Delaware limited partnership (“OEP VII Project A LP”), and (v) 11.11% of its membership interests are owned by OEP VII Project A-I Co-Investment Partners, L.P. , a Delaware limited partnership (“OEP VII Project A-I LP” and, together with OEP VII LP, OEP VII-A LP, OEP VII-B LP and OEP VII Project A 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”).
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 certain of the Parallel Funds, which was obtained or repaid from capital contributions from partners of certain 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”).
