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ADAPTHEALTH EXPANDS INTO DIABETES SEGMENT WITH ACCRETIVE ACQUISITION OF LEADING DISTRIBUTOR SOLARA MEDICAL SUPPLIES ADDITIONALLY, ANNOUNCES ACCRETIVE ACQUISITION OF ACTIVSTYLE, A HOME MEDICAL SUPPLY PROVIDER Expands Adap

Key Takeaway: ADAPTHEALTH EXPANDS INTO DIABETES SEGMENT WITH ACCRETIVE ACQUISITION OF LEADING DISTRIBUTOR SOLARA MEDICAL SUPPLIES ADDITIONALLY, ANNOUNCES ACCRETIVE ACQUISITION OF ACTIVSTYLE, A HOME MEDICAL SUPPLY PROVIDER Plymouth Meeting, PA - May 26, 2020 - AdaptHealth Corp. (NASDAQ: AH

Full Press Release Details

ADAPTHEALTH EXPANDS INTO DIABETES
SEGMENT WITH ACCRETIVE ACQUISITION OF LEADING DISTRIBUTOR SOLARA MEDICAL SUPPLIES
ADDITIONALLY, ANNOUNCES ACCRETIVE
ACQUISITION OF ACTIVSTYLE, A HOME MEDICAL SUPPLY PROVIDER
Plymouth Meeting, PA -
May 26, 2020 - AdaptHealth Corp. (NASDAQ: AHCO) ("AdaptHealth" or the "Company"), a leading
provider of home medical equipment, supplies and related services in the United States, announced today that it has entered into
two separate definitive agreements to acquire San Diego, California based Solara Medical Supplies, LLC ("Solara") and
Minneapolis, Minnesota based ActivStyle, Inc. ("ActivStyle").
Founded in 2002, Solara is the largest independent distributor
of continuous glucose monitors ("CGM") in the United States and offers a comprehensive suite of direct-to-patient diabetes
management supplies to patients throughout the country, including CGMs, insulin pumps and other diabetic supplies. The company
maintains extensive relationships with leading national manufacturers, managed healthcare plans and is a registered pharmacy in
all 50 states. Solara is currently owned by Linden Capital Partners, a leading healthcare-focused private investment firm.
ActivStyle is a leading direct-to-consumer supply company that
provides incontinence and urology products to patients throughout 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 extensive
relationships with leading manufacturers, allowing the company to leverage a strong supply chain to provide an array of products
to patients, including Rely, its comprehensive private label incontinence product line. ActivStyle is currently owned by the Riverside
"As AdaptHealth seeks to provide more value to patients,
healthcare professionals, and insurance payors managing chronic conditions in the home, we believe offering a more comprehensive
solution for diabetes, including CGMs, is an important addition to our expanding suite of products," commented Luke McGee,
CEO of AdaptHealth. "The acquisition of Solara allows AdaptHealth to add scale in CGM and other diabetes management supplies
and offer enhanced care for our patients with co-morbidities like obstructive sleep apnea. We believe that Solara and ActivStyle
will further AdaptHealth's vision of becoming a leading provider of connected health solutions and care in the home."
Steve Foreman, CEO of Solara, Gayle Devin, CEO of ActivStyle,
and their respective management teams will join AdaptHealth.
"We are extremely proud of the organization we have built
at Solara, which is based upon an unwavering commitment to serve our patients," said Mr. Foreman. He added, "We are
excited about the capabilities that AdaptHealth will bring to Solara and the ways in which they will enhance our patient service."
Ms. Devin commented, "We are excited to join the AdaptHealth
team. Our cultures are aligned, and we have a very compelling value proposition to offer patients, payors and referrals. These
synergies coupled with the resources of AdaptHealth and the combined strengths of our teams will be a winning formula to expand
and grow the medical supply business."
AdaptHealth intends to fund the transactions and associated
costs through a combination of incremental debt and newly-issued equity. The Company has committed financing from its core lender
group for an incremental $240 million add-on to its existing Term Loan A facility. AdaptHealth has 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 (in the form of non-voting stock), and is issuing $62.5 million in common stock to the
sellers of Solara, including Linden Capital Partners, as part of the consideration for Solara. The Company expects to fund any
remaining amounts from cash on hand or through its current line of credit.
Brad Coppens, Managing Director with One Equity Partners commented,
"We strongly believe in the strategic vision and exceptional leadership team at AdaptHealth, and are pleased to have the
opportunity to partner with the Company. AdaptHealth is well positioned to be at the forefront of connected care in the home, and
we look forward to supporting them in realizing that vision." Brad Coppens will join the board of AdaptHealth following the
closing of One Equity Partners' equity investment.
"We recognize that these are uncertain times, and we have
purposely chosen 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 from One Equity Partners and Deerfield Management are a strong endorsement
of our strategy and we are pleased to have their support as we embark on the next phase of growth for AdaptHealth."
The acquisition and financing transactions have received necessary
board approvals and are expected to close in the third quarter of 2020, subject to certain customary closing conditions and regulatory
approvals, including expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.
Deutsche Bank Securities Inc. is acting as the exclusive M&A
advisor to AdaptHealth and RBC Capital Markets, LLC is acting 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. served as Solara's financial
advisor and Kirkland & Ellis LLP served as Solara's legal counsel in connection with the transaction.
Conference Call and Webcast
The Company will host an investor conference call at 8:30 am
Eastern Time today, May 26, 2020, to discuss the details of this announcement.
The conference call may be accessed by dialing 877-423-9820
For reference during the call,
the Company will post certain supplemental slides at 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 a leading
provider of home healthcare equipment, medical supplies to the home and related services in the United States. AdaptHealth
provides a full suite of medical products and solutions designed to help patients manage chronic conditions in the home, adapt
to life and thrive. Product and services offerings include (i) sleep therapy equipment, supplies and related services (including
CPAP and bi PAP services) to individuals suffering from obstructive sleep apnea, (ii) home medical equipment (HME) to patients
discharged from acute care and other facilities, (iii) oxygen and related chronic therapy services in the home, and (iv) other
HME medical devices and supplies on behalf of chronically ill patients with diabetes care, wound care, urological, ostomy and
nutritional supply needs. The company is proud to partner with an extensive and highly diversified network of referral sources,
including acute care hospitals, sleep labs, pulmonologists, skilled nursing facilities, and clinics. AdaptHealth services beneficiaries
of Medicare, Medicaid and commercial insurance payors. AdaptHealth services over approximately 1.6 million patients annually in
all 50 states through its network of 220 locations in 38 states. Learn more at www.adapthealth.com.
Forward-Looking Statements
This press release 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 recent 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 recent coronavirus
(COVID-19) pandemic and the Company's response to it. A further description of such risks and uncertainties can be found
Last updated: May 26, 2020