UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 10, 2024 (
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 8, 2024, Addus HealthCare, Inc., an Illinois corporation (“Addus HealthCare”), a wholly-owned subsidiary of Addus HomeCare Corporation (the “Company”), entered into a Stock and Asset Purchase Agreement (the “Purchase Agreement”) with Curo Health Services, LLC, a Delaware limited liability company (“Seller”), which does business as Gentiva. Pursuant to the Purchase Agreement, Addus HealthCare has agreed to acquire the personal care business of Seller (the “Business”), consisting of (A) all of the outstanding equity interests of (i) IntegraCare of Abilene, LLC, a Texas limited liability company (“IntegraCare”), (ii) NP Plus, LLC, a Delaware limited liability company (“NP Plus”), (iii) Girling Health Care Services of Knoxville, Inc., a Tennessee corporation (“Girling Knoxville”), and (iv) Girling Health Care, Inc., a Texas corporation (“Girling Texas,” and together with Girling Knoxville, NP Plus and IntegraCare, the “Transferred Subsidiaries”) and (B) certain assets and liabilities of (i) Central Arizona Home Health Care, Inc., an Arizona corporation (“Central Arizona”), Community Home Care & Hospice, LLC, a Delaware limited liability company (“Community Homecare”), TNMO Healthcare, LLC, a Delaware limited liability company (“TNMO”), and Odyssey HealthCare Operating A, LP, a Delaware limited partnership (“Odyssey,” and together with TNMO, Community Homecare, Central Arizona, the “Asset Sellers”) (collectively, the “Transaction”).
Pursuant to the Purchase Agreement, Addus HealthCare has agreed to consummate the Transaction for a purchase price of $350,000,000 in cash, subject to typical adjustments for working capital and other customary items.
The closing of the Transaction is subject to, among other regular closing conditions, the accuracy of the representations and warranties in the Purchase Agreement, compliance with the covenants in the Purchase Agreement, certain regulatory approvals having been obtained, and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Addus Healthcare and the Seller are also provided certain termination rights.
The Seller has made customary representations and warranties with respect to the Transferred Subsidiaries and, with respect to the Business, the Asset Sellers, as well as covenants regarding the operations of the Business during the period between the execution of the Purchase Agreement and the closing of the Transaction. Addus Healthcare is obligated to obtain (and has already bound) a policy for representations and warranties insurance. Consummation of the Transaction is not subject to any financing condition, and there is no termination or reverse termination fee in connection with the Purchase Agreement.
| Item 7.01 | Regulation FD Disclosure. |
On June 10, 2024, the Company issued the Press Release announcing the entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated June 10, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ADDUS HOMECARE CORPORATION | ||||||
| Date: June 10, 2024 | By: | /s/ Brian Poff | ||||
| Brian Poff | ||||||
| Chief Financial Officer | ||||||