Amedisys, Inc. (NASDAQ:AMED) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On June4, 2018, Amedisys, Inc. (the “Company”) entered into an agreement to repurchase 2,418,304 shares of the Company’s common stock, $0.001 par value (the “Common Stock”), beneficially owned by affiliates of KKR Credit Advisors (US) LLC (“KKR”) in a private transaction at a price per share equal to $73.96, for an aggregate purchase price of approximately $178,857,763.84 (the “Share Repurchase Agreement”). This represents a 4% discount to the closing price of $77.04 of the Company’s Common Stock at the close of business on June4, 2018. The repurchase of the shares of Common Stock to the Share Repurchase Agreement closed on June4, 2018. Additionally, KKR agreed to maintain its presence on the Amedisys Board of Directors for at least twelve months following the transaction. Nathaniel M. Zilkha, a director of the Company, is a Member of KKR Management LLC, which is the general partner of KKR& Co. L.P. The Share Repurchase Agreement contains customary representations, warranties and covenants of the parties. A special transaction committee of the Board of Directors of the Company, comprised solely of independent directors not affiliated with KKR, approved the Share Repurchase Agreement.
A copy of the Share Repurchase Agreement is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated by reference as though it were fully set forth herein. The foregoing description of the Share Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 2.1 to this Current Report on Form 8-K.
SECTION2 – FINANCIAL INFORMATION
| Item 1.01. | Completion of Acquisition or Disposition of Assets. |
To the extent required by this Item 1.01, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
SECTION7 – REGULATION FD
| Item 1.01. | Regulation FD Disclosure. |
On June4, 2018, the Company issued a press release announcing that it entered into the Share Repurchase Agreement with KKR, a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Current Report on Form 8-K under this Item 1.01 (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed to be “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section18, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information included in this Current Report on Form 8-K under this Item 1.01 (including Exhibit 99.1 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
SECTION9 – FINANCIAL STATEMENTS AND EXHIBITS
| Item 1.01. | Financial Statements and Exhibits. |
(d) Exhibits.
AMEDISYS INC ExhibitEX-2.1 2 d600655dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 SHARE REPURCHASE AGREEMENT THIS SHARE REPURCHASE AGREEMENT (this Agreement) is made and entered into as of this 4th day of June,…To view the full exhibit click here
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.