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
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On December 2, 2024, Addus HealthCare, Inc., an Illinois corporation (“Addus HealthCare”), a wholly-owned subsidiary of Addus HomeCare Corporation (the “Company”), completed its acquisition of the personal care business (the “Acquired Business”) of Curo Health Services, LLC, a Delaware limited liability company, which does business as Gentiva (“Gentiva”). Pursuant to the terms of the previously announced Purchase Agreement (the “Purchase Agreement”), dated as of June 8, 2024, Addus HealthCare acquired (A) all of the outstanding equity interests of (i) IntegraCare of Abilene, LLC, a Texas limited liability company, (ii) NP Plus, LLC, a Delaware limited liability company, (iii) Girling Health Care Services of Knoxville, Inc., a Tennessee corporation, and (iv) Girling Health Care, Inc., a Texas corporation and (B) certain assets and liabilities of (i) Central Arizona Home Health Care, Inc., an Arizona corporation, (ii) Community Home Care & Hospice, LLC, a Delaware limited liability company, (iii) TNMO Healthcare, LLC, a Delaware limited liability company, and (iv) Odyssey HealthCare Operating A, LP, a Delaware limited partnership, for an aggregate purchase price, in cash, of $350 million, subject to customary adjustments for working capital and other items. The purchase was funded through the Company’s existing revolving credit facility and a portion of the net proceeds of the Company’s public offering of common stock, which closed on June 28, 2024.
The Acquired Business includes operations in Arizona, Arkansas, California, Missouri, North Carolina, Tennessee and Texas.
The Purchase Agreement contains customary representations, warranties and covenants made by Addus Healthcare and Gentiva. Addus Healthcare purchased a buy-side representations and warranties insurance policy, which is subject to certain policy limits, exclusions, deductibles and other terms and conditions. The Purchase Agreement also contains customary indemnification obligations of each party with respect to breaches of their respective covenants and certain other specified matters.
| Item 7.01. | Regulation FD Disclosure |
On December 2, 2024, the Company issued a press release announcing the completion of the acquisition of the Acquired Business. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date this initial report on Form 8-K must be filed.
(b) Pro Forma Financial Information.
The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date this initial report on Form 8-K must be filed.
(c) Not applicable.
(d) Exhibits:
| Exhibit No. |
Description | |
| 10.1 | Stock and Asset Purchase Agreement, dated June 8, 2024, by and between Addus HomeCare Corporation and Curo Health Services, LLC (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K/A filed on June 26, 2024 and incorporated by reference herein). | |
| 99.1 | Press Release of Addus HomeCare Corporation dated December 2, 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: December 2, 2024 | By: | /s/ Brian Poff | ||||
| Brian Poff | ||||||
| Chief Financial Officer | ||||||