AdaptHealth Holdings, LLC signed a term sheet to acquire DFB Healthcare Acquisitions Corp. (NasdaqCM:DFBH) in a reverse merger transaction on April 24, 2019. AdaptHealth Holdings, LLC entered into a definitive agreement to acquire DFB Healthcare Acquisitions Corp. in a reverse merger transaction on July 8, 2019. As per the terms, DFB will issue up to 51.5 million shares of its common stock upon the closing of the merger except that holders of membership interests in AdaptHealth and its investors have the right to receive cash, not to exceed $50 million in the aggregate, at the closing, in which case the number of shares to be issued would be reduced by an amount equal to the total amount of cash consideration paid divided by $10. In addition, current AdaptHealth equity holders will be entitled to receive an additional earn out payment of up to 3 million shares of the resulting entity, with 1 million shares vesting at an average stock price of at least $15 in December 2020, 1 million vesting at an average stock price of at least $18 in December 2021, and 1 million vesting at an average stock price of at least $22 in December 2022. Adapt equity holders will own 59%, DFB shareholders will own 27%, DFB's sponsor will own 4%, DFB's existing management collectively will own less than a 1% and Deerfield Management Inc. will own approximately 9% respectively of the issued and outstanding shares of common stock of AdaptHealth immediately following the closing. The transaction will be funded by cash from the DFB trust account ($255 million, less redemptions) and a private placement of common stock up to a maximum of $100 million at $10 per share to be provided by Deerfield. AdaptHealth anticipates rolling its existing senior credit facility as part of the transaction. Once the deal is completed, DFB will be renamed AdaptHealth Holding Corporation and remain NASDAQ-listed under a new ticker symbol. As per November 5, 2019 filing, DFB will change its name to AdaptHealth Corp. upon the consummation of the transaction. Following the closing of the transaction, it is expected that the combined company's Class A common stock and warrants will continue to be listed on The Nasdaq Capital Market under the ticker symbols “AHCO” and “AHCOW”, respectively. The combined company's units, which had been traded under the ticker symbol “DFBHU,” are expected to separate into their components of one share of common stock and one-third of one warrant to purchase a share of common stock on November 11, 2019.

Upon consummation of the transaction, the size of Board of Directors of the resulting issuer will be expanded from five directors to seven, and will consist of Richard Barasch, Luke McGee, Joshua Parnes, Alan Quasha, Terence Connors, Susan Weaver and Dale Wolf. AdaptHealth's current management team, led by Chief Executive Officer Luke McGee and President Josh Parnes, is expected to remain in place, supplemented by Richard Barasch, Chief Executive Officer of DFB Healthcare, who will serve as Chairman. It is anticipated that Richard Barasch, Luke McGee, Josh Parnes, Alan Quasha, one Director designated by BlueMountain, an investor of AdaptHealth, one Director designated by Deerfield Private Design Fund IV, L.P. and one independent Director will serve as the initial Directors of the resulting entity. The transaction is subject to, among other customary conditions, approval by shareholders of DFB, all required filings under the HSR Act having been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the transaction under the HSR Act having been expired or been terminated, governmental consents, at closing, AdaptHealth not having indebtedness of more than the sum of (x) $470 million , (y) any capital or capitalized lease obligations with respect to the acquisition of durable medical or respiratory equipment and (z) any indebtedness incurred between the date hereof and the closing, AdaptHealth having delivered to DFB Healthcare its audited financials, delivery of the registration rights agreement, exchange agreement, board designation letter agreement and tax receivable agreement and DFB having a minimum of $225 million of cash at closing, of which $25 million may come from the DFB Trust account invested by Deerfield and up to $100 million from the additional Deerfield equity investment. As per the announcement made on October 15, 2019, the condition of having minimum amount of available cash on hand to close the transaction has been removed and add a new condition with respect to the absence, since the date of the Amendment, of the commencement of an investigation, review or other action concerning a material violation of healthcare law against Adapt by certain regulatory authorities. The special meeting of DFB Shareholders to approve the transaction will be held on October 15, 2019. The transaction has been unanimously approved by the Board of Directors of DFB and also by the Board of managers of AdaptHealth. As of September 27, 2019, Federal Trade Commission granted early termination notice. The Board of Directors of DFB recommended that the stockholders vote for the transaction. The special meeting of DFB Shareholders to approve the transaction will be held on November 7, 2019. As of November 7, 2019, DFB shareholders approved the transaction. The transaction is expected to close during the fourth quarter of 2019. As of November 7, 2019, the transaction is expected to close on November 8, 2019.

Deutsche Bank Securities and Goldman Sachs acted as financial advisors in the transaction. Alan I. Annex of Greenberg Traurig, LLP and Todd Finger, David Ivill, Tony Maida, Joel Rush and Stephen Bernstein of McDermott Will & Emery acted as legal advisors to DFB. Stifel acted as financial advisor to AdaptHealth. Samuel Waxman, Frank Lopez and Felicia Yen of Paul Hastings acted as legal advisors to Deerfield and Steven J. Gartner and Michael E. Brandt of Willkie Farr & Gallagher LLP acted as legal advisors to AdaptHealth. Morrow & Co., LLC acted as proxy solicitor to DFB and will receive a fee of $25,000. Continental Stock Transfer & Trust Company acted as transfer agent for DFB.

AdaptHealth Holdings, LLC completed the acquisition of DFB Healthcare Acquisitions Corp. (NasdaqCM:DFBH) in a reverse merger transaction on November 8, 2019. The combined company, which has been renamed AdaptHealth Corp., expects that its Class A Common Stock and public warrants will continue to list on the Nasdaq Capital Market under the new trading symbols “AHCO” and “AHCOW”, respectively, starting on or about November 11, 2019. AdaptHealth will continue to be led by its seasoned team of industry and financial professionals, including Chief Financial Officer, Gregg Holst. Richard Barasch, will serve as Chairman of the Board of AdaptHealth.