Item 8.01. Other Events.
On January 5, 2021, AdaptHealth Corp. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with a stockholder of the
Company (the "Selling Stockholder"), and Deutsche Bank Securities Inc. and
Jefferies LLC, as representatives of the several underwriters named therein (the
"Underwriters"). Pursuant to the terms of the Underwriting Agreement, the
Company agreed to sell, and the Underwriters agreed to purchase, subject to and
on the conditions set forth therein, an aggregate of 7,250,000 shares of the
Company's Class A common stock, par value $0.0001 per share (the "Class A Common
Stock"), and the Selling Stockholder agreed to sell, and the Underwriters agreed
to purchase, subject to and on the conditions set forth therein, an additional
750,000 shares of the Company's Class A Common Stock. The Company also granted
the Underwriters an option to purchase up to an additional 1,200,000 shares of
the Class A Common Stock from the Company, which was exercised in full,
resulting in a total of 8,450,000 new shares of Class A Common Stock issued by
the Company.
The Underwriting Agreement contains customary representations, warranties and
agreements by the Company and the Selling Stockholder, customary conditions to
closing, indemnification obligations of the Company, the Selling Stockholder and
the Underwriters, including for liabilities under the Securities Act of 1933, as
amended, other obligations of the parties and termination provisions.
The offering was made pursuant to the Company's effective shelf registration
statement on Form S-3 (Registration No. 333-251452), including the prospectus
dated December 30, 2020 as supplemented by the prospectus supplement dated
January 5, 2021.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on
Form 8-K and incorporated herein by reference. The above description is
qualified in its entirety by reference to such exhibit.
A copy of the opinion of Willkie Farr & Gallagher LLP relating to the legality
of the issuance and sale of the Class A Common Stock is attached as Exhibit 5.1
hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
1.1 Underwriting Agreement, dated as of January 5, 2021, by and among the
Company, the Selling Stockholder, and Deutsche Bank Securities Inc. and
Jefferies LLC, as representatives of the several underwriters named
therein
5.1 Opinion of Willkie Farr & Gallagher LLP
23.1 Consent of Willkie Farr & Gallagher LLP
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL
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