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.

On September 4, 2019, Addus HomeCare Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, RBC Capital Markets, LLC, and Raymond James & Associates, Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the public offering of 2,000,000 shares of common stock, par value $0.001 per share (“Common Stock”), at a purchase price per share to the public of $79.50 (the “Offering Price”).

to the terms and conditions of the Underwriting Agreement, 2,000,000 shares of Common Stock will be issued and sold by the Company (the “Shares”). to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 300,000 shares of Common Stock, at the Offering Price, less any underwriting discounts and commissions.

The estimated net proceeds to the Company from the sale of the Shares to be issued and sold by the Company are expected to be approximately $159.0 million. The Company intends to use some of the net proceeds it receives from the offering to fund the approximately $130.0 million purchase price for the Company’s pending acquisition of Hospice Partners of America, LLC, as previously disclosed by the Company in its Form 8-K, filed with the U.S. Securities and Exchange Commission on August 28, 2019 (the “Acquisition”), and may use any remaining net proceeds of the offering, or all of the net proceeds from the offering if the Acquisition is not consummated, for general corporate purposes, including future acquisitions or investments,and the repayment of indebtedness outstanding under the Company’s amended and restated credit facility. The offering is not conditioned upon successful completion of the Acquisition. The offering is expected to close on or about September 9, 2019, subject to customary closing conditions.

The Common Stock was offered and sold to a preliminary prospectus supplement, dated September 3, 2019, a final prospectus supplement, dated September 4, 2019, and a base prospectus, dated September 3, 2019, relating to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-233600).

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the description of the Underwriting Agreement herein is qualified in its entirety by reference to such exhibit. A copy of the opinion of Bass, Berry & Sims PLC relating to the legality of the issuance and sale of the shares of Common Stock is attached as Exhibit 5.1 to this Current Report on Form 8-K.

(d) Exhibits

23.1    Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).

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Addus HomeCare Corp Exhibit
EX-1.1 2 d766842dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 2,…
To view the full exhibit click here


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.

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