AdaptHealth Expands Into Diabetes Segment With Beneficial Acquisition Of Leading Distributor Solara Medical Supplies

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PLYMOUTH MEETING, PA – () –AdaptHealth Corp. (NASDAQ: AHCO) (“AdaptHealth” or the “Company”), a leading provider of home medical equipment, supplies and services in the United States, today announced that it has entered into two separate definitive agreements to acquire Solara Medical Supplies, LLC (“Solara”) , based in San Diego, California, and Minneapolis, Minnesota. based on ActivStyle, Inc. (“ActivStyle”).

Founded in 2002, Solara is the largest independent distributor of continuous glucose monitors (“CGMs”) in the United States and provides a full line of diabetes management supplies direct to patients to patients nationwide, including CGMs, insulin pumps and other diabetic supplies. The company has close relationships with major domestic manufacturers, operates health care plans, and is a registered pharmacy in all 50 states. Solara is currently owned by Linden Capital Partners, a leading private equity firm focused on healthcare.

ActivStyle is a leading direct-to-consumer company providing incontinence and urology products to patients across the United States. The company currently serves patients in 48 states with a substantial presence in Illinois, Minnesota, Iowa, Ohio, Pennsylvania, Florida and Texas. ActivStyle maintains close relationships with major manufacturers, allowing the company to leverage a strong supply chain to deliver a range of products to patients, including Rely, its full line of private label incontinence products. ActivStyle is currently owned by Riverside Company.

“As AdaptHealth seeks to deliver more value to patients, healthcare professionals and insurers who manage chronic disease at home, we believe that offering a more comprehensive solution for diabetes, including CGM, is a important addition to our growing product line, ”commented Luke McGee, CEO of AdaptHealth. “The acquisition of Solara enables AdaptHealth to scale up CGM and other diabetes management supplies and provide improved care for our patients with co-morbidities such as obstructive sleep apnea. We believe Solara and ActivStyle will contribute to AdaptHealth’s vision to become a leading provider of connected home healthcare and solutions.

Steve Foreman, CEO of Solara, Gayle Devin, CEO of ActivStyle, and their respective leadership teams will join AdaptHealth.

“We are extremely proud of the organization we have built at Solara, which is based on an unwavering commitment to serving our patients,” said Foreman. He added, “We are excited about the capabilities AdaptHealth will bring to Solara and how they will improve our service to patients. ”

Ms. Devin commented, “We are delighted to join the AdaptHealth team. Our cultures are aligned and we have a very compelling value proposition to offer to patients, payers and referrals. These synergies, combined with AdaptHealth’s resources and the combined strengths of our teams, will constitute a winning formula for developing and developing the medical supplies business. ”

AdaptHealth intends to fund the transactions and associated costs through a combination of additional debt and newly issued equity. The Company has committed to obtaining financing from its core group of lenders for an additional $ 240 million addition to its existing A-term loan facility. AdaptHealth also received commitments for equity investments of $ 190 million from One Equity Partners (in the form of common stock and non-voting stock) and $ 35 million from funds managed by Deerfield Management (under non-voting stock), and is the issuance of $ 62.5 million of common stock to vendors of Solara, including Linden Capital Partners, as part of the Solara consideration. The Company expects to fund any remaining amount from its current liquidity or line of credit.

Brad Coppens, Managing Director of One Equity Partners, said: “We strongly believe in AdaptHealth’s strategic vision and exceptional leadership team, and we are delighted to have the opportunity to partner with the company. AdaptHealth is well positioned to be at the forefront of connected home care, and we look forward to supporting them in achieving this vision. Brad Coppens will join AdaptHealth’s board of directors following the close of the One Equity Partners equity investment.

“We recognize that we are living in uncertain times and we have made a conscious decision to fund these transactions with a combination of equity and debt, keeping our leverage profile relatively unchanged,” said Mr. McGee. He added: “The equity investments of One Equity Partners and Deerfield Management are a strong endorsement of our strategy and we are delighted to have their support as we embark on the next phase of growth for AdaptHealth. ”

The acquisition and financing transactions have received the necessary board approvals and are expected to close in the third quarter of 2020, subject to certain customary closing conditions and regulatory approvals, including the expiration or termination of all waiting periods applicable under the Hart-Scott-Rodino Antitrust Improvements Act 1976, as amended.

Deutsche Bank Securities Inc. acts as exclusive M&A advisor to AdaptHealth and RBC Capital Markets, LLC as financing advisor. Willkie Farr & Gallagher LLP, Polsinelli PC and K&L Gates LLP are acting as legal advisors to AdaptHealth.

Robert W. Baird & Co. acted as financial advisor to Solara and Kirkland & Ellis LLP acted as legal advisor to Solara in connection with the transaction.

Conference call and webcast

The Company will host an investor conference call at 8:30 a.m. Eastern Time today, May 26, 2020, to discuss the details of this announcement.

The conference call can be accessed by dialing 877-423-9820 or 201-493-6749.

For reference during the call, the Company will post some additional slides on http://www.adapthealth.com.

The live call and replay will also be available on the Company’s website, www.adapthealth.com, under “Investor Relations”.

About AdaptHealth Corp.

AdaptHealth Corp. is one of the leading providers of home care equipment, home medical supplies and related services in the United States. AdaptHealth offers a full line of medical products and solutions designed to help patients manage chronic disease at home, adjust to life and thrive. Product and service offerings include (i) sleep therapy equipment, related supplies and services (including CPAP and bi PAP services) to people with obstructive sleep apnea, (ii) medical equipment home (MCH) to patients discharged from acute care and other facilities, (iii) related home oxygen and chronic therapy services, and (iv) other HME medical devices and supplies on behalf of patients with chronic illnesses with needs for diabetes care, wound care, urology, ostomy and nutritional supplies. The company is proud to partner with an extensive and diverse network of referral sources, including acute care hospitals, sleep laboratories, pulmonologists, skilled nursing facilities and clinics. Recipients of AdaptHealth Medicare, Medicaid, and commercial insurance payers. AdaptHealth serves approximately 1.6 million patients per year in all 50 states through its network of 220 sites in 38 states. Learn more about www.adapthealth.com.

Forward-looking statements

This press release includes certain statements which are not historical facts but are forward-looking statements for the purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally accompanied by words such as “believe,” may “,” will “,” estimate “,” continue “,” anticipate “,” intend “,” expect “,” should “,” should “,” plan ” “,” Predict “,” seem “,” seek “,” future “,” prospect “and similar expressions which predict or indicate future events or trends or which are not statements of historical subjects. These forward-looking statements include, without limitation, statements regarding projections, estimates and forecasts of revenues and other financial and performance measures, projections of market opportunities and expectations, the acquisition pipeline of the Society and the impact of the recent coronavirus (COVID-19) pandemic and our response to it. These statements are based on various assumptions and the current expectations of the Company’s management and do not constitute actual performance predictions. These forward-looking statements are provided for informational purposes only and are not intended to be used, and should not be construed by an investor as, a guarantee, assurance, prediction or definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company.

These forward-looking statements are subject to a number of risks and uncertainties, including the outcome of legal and administrative proceedings to which the Company may become a party or government inquiries to which the Company may be subject and which could interrupt or limit operations. of the Company, result in unfavorable judgments, settlements or fines and create negative publicity; changes in the preferences of the Company’s customers, prospects and competitive conditions prevailing in the healthcare industry; and the impact of the recent coronavirus pandemic (COVID-19) and the Company’s response to it. A more detailed description of these risks and uncertainties can be found in the documents filed by the Company with the Securities and Exchange Commission. If the risks materialize or if the assumptions prove to be incorrect, actual results could differ materially from the results suggested by these forward-looking statements. There may be additional risks that the Company is currently aware of or currently considers to be negligible, which could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts regarding future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause the Company’s valuations to change. However, although the Company may choose to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be taken as representing the valuations of the Company as of a date subsequent to the date of this press release. Therefore, one should not place undue reliance on forward-looking statements.

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