Amedisys, Inc. (NASDAQ:AMED) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On May18, 2018, Amedisys, Inc. (the “Company”) entered into a First Amendment (the “First Amendment”) to the Equity Purchase Agreement (the “Purchase Agreement”), dated as of February5, 2016, by and among the Company, Amedisys Personal Care, LLC (“Buyer”), Associated Home Care, LLC (formerly named Associated Home Care, Inc.) (“AHC”), Elder Home Options, LLC (“EHO,” and, together with AHC, the “Acquired Companies”), and Michael Trigilio (“Seller”). On March1, 2016, to the Purchase Agreement, the Company acquired all of the issued and outstanding equity interests in AHC and EHO, for a base purchase price of $28.0million in cash, subject to purchase price adjustments at closing for working capital, cash indebtedness and transaction expenses.
The First Amendment amends the Purchase Agreement to remove the contingent payments Seller was eligible to receive, up to an aggregate amount of approximately $10.2million, of which $5.2 million remains eligible to be received by Seller, based on the achievement by the Acquired Companies of identified minimum EBITDA thresholds for three remaining measurement periods ending on each of the third through fifth anniversaries of the closing date of the transaction, which occurred on March1, 2016 (each a “Contingent Payment”). The First Amendment also contains a release by Seller of the Company from any prior, existing or future obligation to make any Contingent Payments under the Purchase Agreement. In consideration for the parties’ entering into the First Amendment, the Company and Seller have entered into a time-based retention bonus agreement, providing for payments to Seller by the Company over four years, assuming Seller remains employed by the Company on each payment date.
About Amedisys, Inc. (NASDAQ:AMED)
Amedisys, Inc. (Amedisys) is a provider of home health and hospice services. The Company offers home health services to the chronic, co-morbid, aging American population. The Company operates through three segments: home health, hospice and personal care. The Company’s home health segment delivers a range of services in the homes of individuals recovering from surgery, have a chronic disability or terminal illness or need assistance with completing important personal tasks. The Company’s hospice segment provides palliative care and comfort to terminally ill patients and their families. The Company’s personal care segment provides patients with assistance with the essential activities of daily living. The Company owns and operates approximately 330 Medicare-certified home healthcare centers, over 80 Medicare-certified hospice care centers and approximately nine personal-care care centers in over 30 states within the United States, the District of Columbia and Puerto Rico.
