ADDUS HOMECARE CORPORATION (NASDAQ:ADUS) Files An 8-K Entry into a Material Definitive Agreement

ADDUS HOMECARE CORPORATION (NASDAQ:ADUS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

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On February27, 2018, Addus HealthCare, Inc. (“Addus HealthCare”), a wholly-owned subsidiary of Addus HomeCare Corporation (the “Corporation”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Michael J. Merrell and Mary E. Merrell, individually, Michael J. Merrell and Mary E. Merrell, as Trustees of the Merrell Revocable Trust UTA dated June3, 2012, and Michael J. Merrell and Mary E. Merrell, as Trustees of the Ambercare Corporation Employee Stock Ownership Plan Trust (collectively, the “Sellers”). to the Purchase Agreement, Addus HealthCare has agreed to acquire all of the issued and outstanding shares of capital stock of Ambercare Corporation, a New Mexico corporation (“Ambercare”), for a cash purchase price of $40.0million, not including purchase price credit given for an estimated $10.6million in excess cash held by Ambercare at closing, and subject to customary adjustments (the “Transaction”). Ambercare operates a personal care, hospice and home health services business through 15 locations located across New Mexico.

The obligations of the parties to consummate the Transaction are subject to the accuracy of the representations and warranties in the Purchase Agreement, compliance with the covenants in the Purchase Agreement and in the case of Addus HealthCare, the absence of a material adverse effect with respect to Ambercare, and receipt of certain third party consents (including regulatory consents), in addition to other customary closing conditions. Subject to fulfillment of the closing conditions, the Transaction is expected to close in the second quarter of 2018, but there can be no assurance that the Transaction will be completed.

The parties to the transaction have made customary representations, warranties and covenants, including with respect to the conduct of the Businesses during the period between the execution of the Purchase Agreement and the closing. The representations, warranties and covenants set forth in the Purchase Agreement have been made only for the purposes of such agreement and were solely for the benefit of the parties to the Purchase Agreement. Such representations, warranties and covenants may be subject to limitations agreed upon by the contracting parties, may have been made for purposes of allocating contractual risk, rather than as statements of categorical fact and may be subject to standards of materiality applicable to the contracting parties or their respective businesses, which may differ from what may be material to investors. The representations and warranties were made as of the date of the Purchase Agreement or such other date as may be specified in the Purchase Agreement and are subject to more recent developments.

The Purchase Agreement contains customary indemnification obligations by certain of the Sellers with respect to breaches of their respective representations, warranties and covenants, and certain other specified matters.

The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to the actual Purchase Agreement attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 1.01. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February26, 2018, the Corporation’s Compensation Committee authorized the Corporation to make the following awards of options to purchase the Corporation’s Common Stock to the following Executive Officers, which were in addition to awards made under previously disclosed compensation plans, effective March2, 2018 (the “Grant Date”):

Executive Officer

NumberofOptions

R. Dirk Allison

75,000

Brad Bickham

30,000

Brian Poff

30,000

James Zoccoli

25,000

Darby Anderson

10,000

Laurie Manning

10,000

The awards set forth above will vest in equal parts over the first four anniversaries of the Grant Date.

In addition, the Corporation’s Compensation Committee authorized the Corporation to award 10,000 restricted shares of the Corporation’s Common Stock to Brad Bickham, which were in addition to an award made under a previously disclosed compensation plan, effective as of the Grant Date. These restricted shares will vest in equal parts over the first three anniversaries of the Grant Date.

Item 1.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit

No.

Description

10.1 Stock Purchase Agreement, dated February 27, 2018, by and among Addus Healthcare, Inc., Michael J. Merrell and Mary E. Merrell, individually, Michael J. Merrell and Mary E. Merrell, as Trustees of the Merrell Revocable Trust UTA dated June 3, 2012, and Michael J. Merrell and Mary E. Merrell, as Trustees of the Ambercare Corporation Employee Stock Ownership Plan Trust.


Addus HomeCare Corp Exhibit
EX-10.1 2 d536417dex101.htm EX-10.1 EX-10.1 Exhibit 10.1       STOCK PURCHASE AGREEMENT by and among ADDUS HEALTHCARE,…
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About ADDUS HOMECARE CORPORATION (NASDAQ:ADUS)

Addus HomeCare Corporation is a provider of home and community-based personal care services, which are provided primarily in the home, and is focused on the dual eligible (Medicare/Medicaid) population. The Company’s services include non-medical care, such as personal care, home support services and adult day care. The Company provides these services on a long-term, continuous basis, with an average duration of over 20 months per consumer. The Company’s services are primarily provided to older adults and younger disabled persons in consumers’ homes on an as-needed, hourly basis. The Company’s personal care services include bathing, grooming, oral care, skincare, assistance with feeding and dressing, and medication reminders. The Company’s adult day centers offer services, such as social activities, transportation services to and from the centers, the provision of meals and snacks, personal care and therapeutic activities, such as exercise and cognitive interaction.

ADDUS HOMECARE CORPORATION (NASDAQ:ADUS) Recent Trading Information

ADDUS HOMECARE CORPORATION (NASDAQ:ADUS) closed its last trading session down -1.20 at 36.05 with shares trading hands.

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