Sec Form 13D Filing - Assured Investment Management LLC filing for AdaptHealth Corp. (AHCO) - 2019-11-18

Certain of the Reporting Persons are a party to the following contracts with respect to the securities of the Issuer:

(i) Merger Agreement

On July 8, 2019, the Issuer entered into a Merger Agreement (the “Merger Agreement”) with BMSB, BMFV and the other parties identified therein pursuant to which Issuer acquired 56% of the economic and voting interests of AdaptHealth Holdings LLC, a Delaware limited liability company (“AdaptHealth Holdings”), pursuant to a series of transactions (collectively, the “Business Combination”), including: (i) the merger of each of BM AH Holdings, LLC, a Delaware limited liability company (the “BM Blocker”) and Access Point Medical, Inc., a Delaware corporation (the “A Blocker” and, together with the BM Blocker, the “Blockers”), with and into the Issuer, with the Issuer surviving; (ii) the merger of DFB Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), with and into AdaptHealth Holdings, with AdaptHealth Holdings surviving; and (iii) the contribution by the Issuer to AdaptHealth Holdings of all its available funds (other than cash used to pay certain transaction expenses of the Issuer) in exchange for equity interests in AdaptHealth Holdings.

In connection with the Closing, the Issuer changed its name from “DFB Healthcare Acquisitions Corp.” to “AdaptHealth Corp.”

The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the Merger Agreement and Amendment No. 1 to the Merger Agreement dated as of October 15, 2019 by and among the parties identified therein, which are filed as Exhibit 2.1 and Exhibit 2.2, respectively, to Form 8-K and are incorporated herein by reference.

(ii) Registration Rights Agreement

On November 8, 2019, the Issuer entered into a registration rights agreement (the “Registration Rights Agreement”) with BMSB, BMFV and the other parties identified therein. The Registration Rights Agreement amended, restated and replaced a prior registration rights agreement pursuant to which the Issuer, among other things, agreed to register for resale (i) shares of Class A Common Stock issuable (a) pursuant to existing contractual obligations or (b) upon the future exercise of private placement warrants or the future exchange of common units representing limited liability company interests in AdaptHealth Holdings from and after the Closing pursuant to certain contractual obligations, and (ii) shares of the Issuer’s Class B Common Stock, par value $0.0001 per share, in each case held at the Closing (collectively, “Registrable Securities”).

Pursuant to the Registration Rights Agreement, the Issuer is obligated to file a shelf registration statement registering the resale of all of the Registrable Securities. In addition, subject to certain requirements and customary conditions, the equityholders that are party thereto (the “Equityholders”) may demand, at any time or from time to time, that the Issuer file a registration statement on Form S-1, or any similar long-form registration statement, or if available, on Form S-3 to register the shares of the Class A Common Stock held by the Equityholders. The Registration Rights Agreement also provides the Equityholders with “piggy-back” registration rights, subject to certain requirements and customary conditions. Under certain circumstances, additional payments may be assessed with respect to the shares of Class A Common Stock included in the Registrable Securities in the event that: (i) a resale shelf registration statement has not been declared effective by the Securities and Exchange Commission by the earlier of (a) 60 days following the Issuer’s deadline to file a resale shelf registration statement, or (b) 10 business days after the Securities and Exchange Commission notifies the Issuer that it will not review the resale shelf registration statement, subject to certain potential timing adjustments; or (ii) the resale shelf registration statement is declared effective by the Securities and Exchange Commission but thereafter ceases to be effective prior to the expiration of a designated effective period.

The foregoing description of the Registration Rights Agreement is a summary only and is qualified in its entirety by the terms and conditions of the Registration Rights Agreement, which is filed as Exhibit 4.1 to Form 8-K and is incorporated herein by reference.

(iii) Board Designee Rights Letter Agreement

On November 8, 2019, the Issuer entered into a Board Designee Rights Letter Agreement (the “Board Designee Rights Letter Agreement”) with BMSB, BMFV and the other parties identified therein (collectively, the “BlueMountain Entities”) pursuant to which the BlueMountain Entities or their permitted transferees holding a majority of the outstanding principal amount under the promissory notes made by AdaptHealth Holdings to the BlueMountain Entities (the “BM Notes”) were granted the right, commencing on the date of Closing and ending on the date on which the BM Notes have been paid in full, to designate and nominate for election one person to serve on the Issuer’s board of directors. The BlueMountain Entities appointed Dale Wolf as their designee; Mr. Wolf was elected to serve as a director of the Issuer on November 7, 2019, effective November 8, 2019.

The foregoing description of the Board Designee Rights Letter Agreement is a summary only and is qualified in its entirety by the terms and conditions of the Board Designee Rights Letter Agreement, which is filed as Exhibit 10.5 to Form 8-K and is incorporated herein by reference.

(iv) Lock-Up Agreement

On July 8, 2019 the Issuer entered into a Lock-Up Agreement (the “Lock-Up Agreement”) with BMSB, BMFV and the other parties identified therein pursuant to which such persons agreed not to sell or enter into certain derivative arrangements with respect to certain equity interests of the Issuer and AdaptHealth Holdings for a fixed period of time following the date of Closing.

The foregoing description of the Lock-Up Agreement is a summary only and is qualified in its entirety by the terms and conditions of the Lock-Up Agreement, a form of which is filed as Annex H to the Proxy Statement of the Issuer filed with the Securities and Exchange Commission on October 23, 2019 (the “Proxy Statement”) and is incorporated herein by reference.

(v) Third Amended and Restated Credit and Guaranty Agreement.

On March 20, 2019 the Issuer entered into a Third Amended and Restated Credit and Guaranty Agreement (the “Credit and Guaranty Agreement”) with BMSB, BMFV and the other parties identified therein pursuant to which such persons agreed to provide a revolving credit facility (the “Facility”) to the Issuer. Extensions of credit under the Facility are subject to certain requirements and customary conditions, including the grant of a security interest in certain assets of the Issuer to the lenders under the Facility.

The foregoing description of the Credit and Guaranty Agreement is a summary only and is qualified in its entirety by reference to the Credit and Guaranty Agreement, Amendment No. 1 to the Credit and Guaranty Agreement dated as of August 22, 2019 by and among the parties identified therein and Amendment No. 2 to the Credit and Guaranty Agreement dated as of November 8, 2019 by and among the parties identified therein, which are filed as Exhibit 10.6, Exhibit 10.7 and Exhibit 10.8, respectively, to Form 8-K and are incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to the undersigned is true, complete and correct.

Date: November 18, 2019

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)