Item 7.01. Regulation FD Disclosure.
On
On
In conjunction with the offering of the Notes, the Issuer issued a confidential
preliminary offering memorandum dated
The information in Exhibits 99.1 and 99.2 shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. The Issuer may not offer or sell the Notes unless the offer or sale would qualify for a registration exemption under the Securities Act and applicable state securities laws.
The information contained herein and attached hereto shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
Explanatory Note
As previously announced, on
Additionally, as previously announced, on
(a) Financial Statements of Businesses Acquired.
· The audited consolidated financial statements of
December 31, 2019 and 2018 and for the years then ended and the related notes to the financial statements are incorporated herein by reference to Exhibit 99.3 to this Current Report on Form 8-K.
· The unaudited consolidated interim financial statements of
Holdings, Inc. as ofSeptember 30, 2020 andDecember 31, 2019 and for the nine months endedSeptember 30, 2020 and 2019, and the related notes to the financial statements are incorporated herein by reference to Exhibit 99.4 to this Current Report on Form 8-K.
· The unaudited consolidated interim financial statements of Solara Medical
Supplies, LLC as ofJune 30, 2020 andDecember 31, 2019 and for the three and six months endedJune 30, 2020 and 2019, and the related notes to the financial statements are incorporated herein by reference to Exhibit 99.5 to this Current Report on Form 8-K.
(b) Pro Forma Financial Information.
· The unaudited pro forma condensed combined financial information, and the
related notes thereto, ofAdaptHealth Corp. as of and for the nine months endedSeptember 30, 2020 and for the year endedDecember 31, 2019 are incorporated herein by reference to Exhibit 99.6 to this Current Report on Form 8-K. - 2 - (d) Exhibits 23.1 Consent ofKPMG LLP 99.1 Press Release, datedDecember 14, 2020 99.2 Excerpt fromAdaptHealth LLC's confidential preliminary offering memorandum, datedDecember 14, 2020 Audited consolidated financial statements ofAeroCare Holdings, Inc. as 99.3 ofDecember 31, 2019 and 2018 and for the years endedDecember 31, 2019 and 2018 Unaudited consolidated interim financial statements ofAeroCare 99.4Holdings, Inc. as ofSeptember 30, 2020 andDecember 31, 2019 and for the nine months endedSeptember 30, 2020 and 2019 Unaudited consolidated interim financial statements of Solara Medical 99.5Supplies, LLC as ofJune 30, 2020 andDecember 31, 2019 and for the three and six months endedJune 30, 2020 and 2019 Unaudited pro forma condensed combined financial information, and the 99.6 related notes thereto, ofAdaptHealth Corp. as of and for the nine months endedSeptember 30, 2020 and 2019 and for the year endedDecember 31, 2019 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL Forward-looking Statements
This Current Report on Form 8-K includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, the Company's acquisition pipeline and the impact of the coronavirus (COVID-19) pandemic and our response to it. These statements are based on various assumptions and on the current expectations of Company management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as, a guarantee, an assurance, a prediction or a 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 judicial and administrative proceedings
to which the Company may become a party or governmental investigations to which
the Company may become subject that could interrupt or limit the Company's
operations, result in adverse judgments, settlements or fines and create
negative publicity; changes in the Company's clients' preferences, prospects and
the competitive conditions prevailing in the healthcare sector; and the impact
of the coronavirus (COVID-19) pandemic and the Company's response to it. A
further description of such risks and uncertainties can be found in the
Company's filings with the
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