As filed with the Securities and Exchange Commission on September 21, 2020

Registration No. 333-                    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Encompass Health Corporation*

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		63-0860407
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

9001 Liberty Parkway

Birmingham, Alabama 35242

(205) 967-7116

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

 

 

Patrick Darby, Esq.

Executive Vice President, General Counsel and Corporate Secretary

Encompass Health Corporation

9001 Liberty Parkway

Birmingham, Alabama 35242

(205) 967-7116

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copy to:

Stephen D. Leasure, Esq.

Deputy General Counsel

Encompass Health Corporation

9001 Liberty Parkway

Birmingham, Alabama 35242

(205) 967-7116

 

 

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐		Smaller reporting company		☐
Non-Accelerated filer		☐ (Do not check if a smaller reporting company)						Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered/ Proposed Maximum Offering Price Per Unit/ Proposed Maximum Aggregate Offering Price				Amount of Registration Fee
Common Stock, par value $0.01 per share				(1)(2)				(3)
Preferred Stock, par value $0.10 per share				(1)(2)				(3)
Warrants to purchase Common Stock or Preferred Stock				(1)(2)				(3)
Debt Securities				(1)(2)				(3)
Guarantees of Debt Securities				(1)(4)				(4)

 

(1)	Not applicable pursuant to Form S-3 General Instruction II(E).

(2)

An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices, along with an indeterminate number of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered hereunder. Separate consideration may or may not be received for securities that are issuable upon exercise, settlement, exchange or conversion of other securities.

(3)	In accordance with Rule 456(b) and Rule 457(r) under the Securities Act, the Registrant is deferring payment of the entire registration fee.

(4)	No separate consideration will be received for the guarantees, and pursuant to Rule 457(n) under the Securities Act, no separate fee is payable with respect to the guarantees.

 

 

 

*TABLE OF ADDITIONAL REGISTRANTS

The following direct and indirect subsidiaries of Encompass Health Corporation may guarantee the debt securities and are co-registrants under this registration statement with respect to the guarantees only.

 

Exact Name of Registrant as Specified in its Charter and Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices#		State or other Jurisdiction of Incorporation or Organization		Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
A&B Home Health Solutions, LLC		Delaware		8060		20-4540091
Abba Home Health, L.P.		Texas		8060		75-2534367
Advanced Homecare Holdings, Inc.		Delaware		8060		61-1475415
Advanced Homecare Management, Inc.		Delaware		8060		32-0125426
AHM Action Home Health, LP		Texas		8060		77-0646156
AHM Texas GP, LLC		Delaware		8060		30-0271368
AHM Texas LP, Inc.		Delaware		8060		35-2237067
Apex Hospice LLC		Texas		8060		27-2229546
Best Home Care LP		Texas		8060		42-1704170
Camellia Home Health of Alabama, LLC		Alabama		8060		26-2248812
Camellia Home Health of East Tennessee, LLC		Delaware		8060		27-2628199
Camellia Home Health of the Gulf Coast, LLC		Mississippi		8060		26-3050037
Camellia Hospice of Central Mississippi, LLC		Mississippi		8060		20-3057356
Camellia Hospice of East Louisiana, LLC		Delaware		8060		27-4820487
Camellia Hospice of Louisiana, LLC		Delaware		8060		20-4342946
Camellia Hospice of North Mississippi, LLC		Mississippi		8060		45-2778838
Camellia Hospice of Northeast Alabama, LLC		Alabama		8060		46-4593038
Camellia Hospice of Northeast Mississippi, LLC		Mississippi		8060		45-2778995
Camellia Hospice of South Alabama, LLC		Mississippi		8060		81-3288383
Camellia Hospice of Southwest Mississippi, LLC		Mississippi		8060		26-4510727
Camellia Hospice of the Gulf Coast, LLC		Mississippi		8060		26-4510843
Camellia Medical Systems, Inc.		Mississippi		8060		64-0559028
CareServices of the Treasure Coast, LLC		Florida		8060		65-1094467
CareSouth Health System, Inc.		Delaware		8060		58-2357208
CareSouth HHA Holdings of Columbus, LLC		Georgia		8060		20-5926930
CareSouth HHA Holdings of Dothan, LLC		Georgia		8060		20-5757719
CareSouth HHA Holdings of Gainesville, LLC		Georgia		8060		20-5757801
CareSouth HHA Holdings of Greensboro, LLC		Georgia		8060		20-5757822
CareSouth HHA Holdings of Lexington, LLC		Georgia		8060		20-5757856
CareSouth HHA Holdings of North Florida, LLC		Georgia		8060		32-0379155
CareSouth HHA Holdings of Panama City, LLC		Florida		8060		20-3756084
CareSouth HHA Holdings of Richmond, LLC		Delaware		8060		54-1735874
CareSouth HHA Holdings of South Carolina, LLC		Georgia		8060		26-2501863
CareSouth HHA Holdings of Tallahassee, LLC		Florida		8060		20-8362703
CareSouth HHA Holdings of the Bay Area, LLC		Georgia		8060		80-0820776
CareSouth HHA Holdings of Valley, LLC		Georgia		8060		20-5757756
CareSouth HHA Holdings of Virginia, LLC		Georgia		8060		27-2418988
CareSouth HHA Holdings of Washington, LLC		Georgia		8060		20-5768202
CareSouth HHA Holdings of Western Carolina, LLC		Georgia		8060		45-3146767
CareSouth HHA Holdings of Winchester, LLC		Georgia		8060		20-5927443
CareSouth HHA Holdings LLC		Georgia		8060		20-5926895
CareSouth Hospice, LLC		Georgia		8060		45-3146366
Continental Home Care, LLC		Delaware		8060		73-1607178
Continental Medical Systems, LLC		Delaware		8060		51-0287965
Continental Rehabilitation Hospital of Arizona, Inc.		Delaware		8060		25-1622264
CS Health & Wellness, LLC		Georgia		8060		45-2794191

Exact Name of Registrant as Specified in its Charter and Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices#		State or other Jurisdiction of Incorporation or Organization		Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
Day-By-Day Staff Relief, LLC		Delaware		8060		73-1483633
DOSIK, INC.		Texas		8060		76-0483809
DRC Health Systems, L.P.		Texas		8060		76-0505022
EHHI Holdings, Inc.		Delaware		8060		26-0553016
Encompass Health Acquisition Holdings, LLC		Delaware		8060		47-4222377
Encompass Health Acquisition Holdings Subsidiary, LLC		Delaware		8060		38-3972785
Encompass Health Alabama Real Estate, LLC		Delaware		8060		81-2766540
Encompass Health Arizona Real Estate, LLC		Delaware		8060		45-2816261
Encompass Health Arkansas Real Estate, LLC		Delaware		8060		47-5318134
Encompass Health Boise Holdings, LLC		Delaware		8060		82-4174650
Encompass Health Bryan Holdings, LLC		Delaware		8060		47-5382676
Encompass Health C Corp Sub Holdings, Inc.		Delaware		8060		81-2989887
Encompass Health California Real Estate, LLC		Delaware		8060		46-0772862
Encompass Health Central Arkansas Holdings, Inc.		Delaware		8060		25-1604215
Encompass Health Colorado Real Estate, LLC		Delaware		8060		45-2973710
Encompass Health Deaconess Holdings, LLC		Delaware		8060		45-4093563
Encompass Health Fairlawn Holdings, LLC		Delaware		8060		02-0393832
Encompass Health GKBJH Holdings, LLC		Delaware		8060		81-0798944
Encompass Health Gulfport Holdings, LLC		Delaware		8060		81-4340729
Encompass Health Home Health Corporation		Delaware		8060		47-2409257
Encompass Health Home Health Holdings, Inc.		Delaware		8060		47-2409192
Encompass Health Home Health of Alabama, LLC		Delaware		8060		83-4080476
Encompass Health Home Health of Birmingham, LLC		Delaware		8060		83-4088630
Encompass Health Home Health of Central Virginia, LLC		Delaware		8060		84-4239430
Encompass Health Home Health of Florida, LLC		Delaware		8060		83-4639428
Encompass Health Home Health of Kentucky, LLC		Delaware		8060		82-4928761
Encompass Health Home Health of New England, LLC		Delaware		8060		83-2563555
Encompass Health Home Health of Ohio, LLC		Delaware		8060		83-2187750
Encompass Health Hospice of Alabama, LLC		Delaware		8060		83-4110877
Encompass Health Hospice of Pennsylvania, LLC		Delaware		8060		84-2986211
Encompass Health Hospice of the Midwest, LLC		Delaware		8060		83-0831560
Encompass Health Hospice of the Southwest, LLC		Delaware		8060		84-3812786
Encompass Health Iowa Real Estate, LLC		Delaware		8060		83-1251272
Encompass Health Johnson City Holdings, LLC		Delaware		8060		46-5136877
Encompass Health Joint Ventures Holdings, LLC		Delaware		8060		45-3462275
Encompass Health Jonesboro Holdings, Inc.		Delaware		8060		62-1347455
Encompass Health Kansas Real Estate, LLC		Delaware		8060		45-5092337
Encompass Health Kentucky Real Estate, LLC		Delaware		8060		27-5440425
Encompass Health Littleton Holdings, LLC		Delaware		8060		83-1872535
Encompass Health Lubbock Holdings, LLC		Delaware		8060		82-2884550
Encompass Health Martin County Holdings, LLC		Delaware		8060		45-4094041
Encompass Health Maryland Real Estate, LLC		Delaware		8060		47-5529679
Encompass Health Massachusetts Real Estate, LLC		Delaware		8060		47-5517900
Encompass Health Midland Odessa Holdings, LLC		Delaware		8060		81-2974816
Encompass Health Myrtle Beach Holdings, LLC		Delaware		8060		81-1407007
Encompass Health Nevada Real Estate, LLC		Delaware		8060		46-3643875
Encompass Health New Mexico Real Estate, LLC		Delaware		8060		46-3662902
Encompass Health Ohio Real Estate, LLC		Delaware		8060		45-4508186
Encompass Health Owned Hospitals Holdings, LLC		Delaware		8060		27-2457679
Encompass Health Pennsylvania Real Estate, LLC		Delaware		8060		46-3458365
Encompass Health Properties, LLC		Delaware		8060		63-1133453

Exact Name of Registrant as Specified in its Charter and Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices#		State or other Jurisdiction of Incorporation or Organization		Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
Encompass Health Real Estate, LLC		Delaware		8060		27-2811002
Encompass Health Rehabilitation Hospital of Abilene, LLC		Delaware		8060		26-2652076
Encompass Health Rehabilitation Hospital of Albuquerque, LLC		Delaware		8060		63-1011171
Encompass Health Rehabilitation Hospital of Altamonte Springs, LLC		Delaware		8060		45-2905189
Encompass Health Rehabilitation Hospital of Arlington, LLC		Delaware		8060		63-1184844
Encompass Health Rehabilitation Hospital of Austin, LLC		Delaware		8060		26-1408389
Encompass Health Rehabilitation Hospital of Bakersfield, LLC		Delaware		8060		63-1184845
Encompass Health Rehabilitation Hospital of Bluffton, LLC		Delaware		8060		81-1718775
Encompass Health Rehabilitation Hospital of Braintree, LLC		Delaware		8060		90-1015323
Encompass Health Rehabilitation Hospital of Cardinal Hill, LLC		Delaware		8060		47-3054927
Encompass Health Rehabilitation Hospital of Charleston, LLC		South Carolina		8060		57-0904886
Encompass Health Rehabilitation Hospital of Cincinnati, LLC		Delaware		8060		45-1441844
Encompass Health Rehabilitation Hospital of City View, Inc.		Delaware		8060		25-1587575
Encompass Health Rehabilitation Hospital of Colorado Springs, Inc.		Delaware		8060		25-1612420
Encompass Health Rehabilitation Hospital of Columbia, Inc.		Delaware		8060		63-0974715
Encompass Health Rehabilitation Hospital of Concord, Inc.		Delaware		8060		63-1102594
Encompass Health Rehabilitation Hospital of Cypress, LLC		Delaware		8060		27-3444511
Encompass Health Rehabilitation Hospital of Dallas, LLC		Delaware		8060		26-2934144
Encompass Health Rehabilitation Hospital of Desert Canyon, LLC		Delaware		8060		27-2457834
Encompass Health Rehabilitation Hospital of Dothan, Inc.		Alabama		8060		63-1097851
Encompass Health Rehabilitation Hospital of East Valley, LLC		Delaware		8060		26-2942698
Encompass Health Rehabilitation Hospital of Erie, LLC		Delaware		8060		63-1105904
Encompass Health Rehabilitation Hospital of Florence, Inc.		South Carolina		8060		57-0775688
Encompass Health Rehabilitation Hospital of Fort Smith, LLC		Delaware		8060		63-1105919
Encompass Health Rehabilitation Hospital of Franklin, LLC		Delaware		8060		27-4344918
Encompass Health Rehabilitation Hospital of Fredericksburg, LLC		Delaware		8060		20-0949793
Encompass Health Rehabilitation Hospital of Gadsden, LLC		Delaware		8060		27-4000610
Encompass Health Rehabilitation Hospital of Harmarville, LLC		Delaware		8060		52-1960506
Encompass Health Rehabilitation Hospital of Henderson, LLC		Delaware		8060		63-1262946
Encompass Health Rehabilitation Hospital of Humble, LLC		Delaware		8060		46-4003807
Encompass Health Rehabilitation Hospital of Katy, LLC		Delaware		8060		82-4549154
Encompass Health Rehabilitation Hospital of Kingsport, LLC		Delaware		8060		63-1028003

Exact Name of Registrant as Specified in its Charter and Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices#		State or other Jurisdiction of Incorporation or Organization		Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
Encompass Health Rehabilitation Hospital of Lakeview, LLC		Delaware		8060		25-1573943
Encompass Health Rehabilitation Hospital of Largo, LLC		Delaware		8060		63-1134645
Encompass Health Rehabilitation Hospital of Las Vegas, LLC		Delaware		8060		25-1693810
Encompass Health Rehabilitation Hospital of Littleton, LLC		Delaware		8060		45-4929357
Encompass Health Rehabilitation Hospital of Manati, Inc.		Delaware		8060		20-1151662
Encompass Health Rehabilitation Hospital of Mechanicsburg, LLC		Delaware		8060		63-1105923
Encompass Health Rehabilitation Hospital of Miami, LLC		Delaware		8060		27-5253818
Encompass Health Rehabilitation Hospital of Middletown, LLC		Delaware		8060		27-3463026
Encompass Health Rehabilitation Hospital of Modesto, LLC		Delaware		8060		46-4417320
Encompass Health Rehabilitation Hospital of Montgomery, Inc.		Alabama		8060		63-1106107
Encompass Health Rehabilitation Hospital of Murrieta, LLC		Delaware		8060		82-3473130
Encompass Health Rehabilitation Hospital of New England, LLC		Delaware		8060		90-1015581
Encompass Health Rehabilitation Hospital of Newnan, LLC		Delaware		8060		27-3390540
Encompass Health Rehabilitation Hospital of Nittany Valley, Inc.		Delaware		8060		63-1105924
Encompass Health Rehabilitation Hospital of Northern Kentucky, LLC		Delaware		8060		63-1184835
Encompass Health Rehabilitation Hospital of Northern Virginia, LLC		Delaware		8060		26-1159764
Encompass Health Rehabilitation Hospital of Northwest Tucson, L.P.		Delaware		8060		25-1654947
Encompass Health Rehabilitation Hospital of Ocala, LLC		Delaware		8060		27-3308405
Encompass Health Rehabilitation Hospital of Panama City, Inc.		Florida		8060		63-1119356
Encompass Health Rehabilitation Hospital of Pearland, LLC		Delaware		8060		81-1940348
Encompass Health Rehabilitation Hospital of Petersburg, LLC		Delaware		8060		20-0948362
Encompass Health Rehabilitation Hospital of Plano, LLC		Delaware		8060		25-1661222
Encompass Health Rehabilitation Hospital of Reading, LLC		Delaware		8060		72-1397929
Encompass Health Rehabilitation Hospital of Richardson, LLC		Delaware		8060		20-5315890
Encompass Health Rehabilitation Hospital of Round Rock, LLC		Delaware		8060		20-8038733
Encompass Health Rehabilitation Hospital of San Antonio, Inc.		Delaware		8060		63-1105930
Encompass Health Rehabilitation Hospital of San Juan, Inc.		Delaware		8060		46-0977422
Encompass Health Rehabilitation Hospital of Sarasota, LLC		Delaware		8060		63-1134650
Encompass Health Rehabilitation Hospital of Scottsdale, LLC		Delaware		8060		63-1184846
Encompass Health Rehabilitation Hospital of Shelby County, LLC		Delaware		8060		27-0275705
Encompass Health Rehabilitation Hospital of Spring Hill, Inc.		Delaware		8060		63-1244181
Encompass Health Rehabilitation Hospital of Sugar Land, LLC		Delaware		8060		27-2810882

Exact Name of Registrant as Specified in its Charter and Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices#		State or other Jurisdiction of Incorporation or Organization		Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
Encompass Health Rehabilitation Hospital of Sunrise, LLC		Delaware		8060		63-1134714
Encompass Health Rehabilitation Hospital of Tallahassee, LLC		Delaware		8060		63-1134713
Encompass Health Rehabilitation Hospital of Texarkana, Inc.		Delaware		8060		63-1105916
Encompass Health Rehabilitation Hospital of the Mid-Cities, LLC		Delaware		8060		26-1408611
Encompass Health Rehabilitation Hospital of The Woodlands, Inc.		Delaware		8060		63-1105909
Encompass Health Rehabilitation Hospital of Toms River, LLC		Delaware		8060		63-1105897
Encompass Health Rehabilitation Hospital of Treasure Coast, Inc.		Delaware		8060		63-1105921
Encompass Health Rehabilitation Hospital of Tustin, L.P.		Delaware		8060		33-0695017
Encompass Health Rehabilitation Hospital of Utah, LLC		Delaware		8060		63-1105917
Encompass Health Rehabilitation Hospital of Vineland, LLC		Delaware		8060		26-2414472
Encompass Health Rehabilitation Hospital of Western Massachusetts, LLC		Massachusetts		8060		04-2987822
Encompass Health Rehabilitation Hospital of York, LLC		Delaware		8060		63-1105925
Encompass Health Rehabilitation Hospital The Vintage, LLC		Delaware		8060		27-0941690
Encompass Health Rehabilitation Hospital Vision Park, LLC		Delaware		8060		26-0518706
Encompass Health Rehabilitation Institute of Tucson, LLC		Alabama		8060		63-1184847
Encompass Health Savannah Holdings, LLC		Delaware		8060		47-1113576
Encompass Health Sea Pines Holdings, LLC		Delaware		8060		45-4093483
Encompass Health Sewickley Holdings, LLC		Delaware		8060		82-2153220
Encompass Health South Carolina Real Estate, LLC		Delaware		8060		46-3629300
Encompass Health South Dakota Real Estate, LLC		Delaware		8060		83-2536799
Encompass Health Support Companies, LLC		Delaware		8060		46-2882734
Encompass Health Texas Real Estate, LLC		Delaware		8060		27-3167838
Encompass Health Tucson Holdings, LLC		Delaware		8060		45-4055073
Encompass Health Tulsa Holdings, LLC		Delaware		8060		47-4340755
Encompass Health Tyler Holdings, Inc.		Delaware		8060		25-1667731
Encompass Health Utah Real Estate, LLC		Delaware		8060		46-3649491
Encompass Health ValleyofTheSun Rehabilitation Hospital, LLC		Delaware		8060		63-1184848
Encompass Health Virginia Real Estate, LLC		Delaware		8060		47-2424063
Encompass Health Walton Rehabilitation Hospital, LLC		Delaware		8060		46-1318969
Encompass Health West Tennessee Holdings, LLC		Delaware		8060		47-5213142
Encompass Health West Virginia Real Estate, LLC		Delaware		8060		27-4647272
Encompass Health Westerville Holdings, LLC		Delaware		8060		47-4109302
Encompass Health Winston-Salem Holdings, LLC		Delaware		8060		81-3262644
Encompass Health Yuma Holdings, Inc.		Delaware		8060		95-4895912
Encompass Home Health of Austin, LLC		Texas		8060		27-2447532
Encompass Home Health of Colorado, LLC		Delaware		8060		26-4459105
Encompass Home Health of DFW, LLC		Texas		8060		27-2447719
Encompass Home Health of East Texas, LLC		Delaware		8060		81-3237748
Encompass Home Health of New England, LLC		Delaware		8060		46-1140583
Encompass Home Health of the Mid Atlantic, LLC		Delaware		8060		46-1385982

Exact Name of Registrant as Specified in its Charter and Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices#		State or other Jurisdiction of Incorporation or Organization		Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
Encompass Home Health of the Midwest, LLC		Delaware		8060		81-2976963
Encompass Home Health of the Southeast, LLC		Florida		8060		47-1159229
Encompass Home Health of the West, LLC		Idaho		8060		45-2732517
Encompass Hospice of the West, LLC		Idaho		8060		45-2732643
Encompass of Fort Worth, LP		Texas		8060		11-3731472
Encompass of West Texas, LP		Texas		8060		20-1141684
EXCELLA ASSOCIATES, L.L.C.		Massachusetts		8060		45-5458768
EXCELLA HEALTHCARE, INC.		Massachusetts		8060		45-0467774
EXCELLA HOME HEALTH AGENCY, LLC		Massachusetts		8060		27-3571315
EXCELLA HOMECARE, INC.		Massachusetts		8060		57-1238340
Guardian Home Care, Inc.		Idaho		8060		84-1419555
Hallmark Homecare, L.P.		Texas		8060		74-2963606
HealthCare Innovations of Oklahoma, L.L.C.		Texas		8060		73-1591457
HEALTHCARE INNOVATIONS OF WESTERN OKLAHOMA, L.L.C.		Texas		8060		35-2176144
HealthCare Innovations-Travertine Health Services, L.L.C.		Texas		8060		73-1587613
HealthSouth Rehabilitation Hospital of Austin, Inc.		Delaware		8060		63-1105908
HealthSouth Rehabilitation Hospital of Fort Worth, LLC		Delaware		8060		63-0923506
Home Health Care of Bogalusa, Inc.		Delaware		8060		64-0714358
Home Health Care Systems, Inc.		Mississippi		8060		64-0695644
Hospice Care of Mississippi, LLC		Mississippi		8060		20-0086979
Idaho Homecare Holdings, Inc.		Idaho		8060		26-4040999
Orion Homecare, LLC		Idaho		8060		30-0570179
Preferred Home Health, L.P.		Texas		8060		76-0354395
Print Promotions Group, LLC		Delaware		8060		46-2863772
Rebound, LLC		Delaware		8060		62-1178229
Rehabilitation Hospital Corporation of America, LLC		Delaware		8060		23-2655290
Rehabilitation Hospital of North Alabama, LLC		Delaware		8060		37-1921725
Rehabilitation Hospital of Plano, LLC		Delaware		8060		25-1612423
Reliant Blocker Corp.		Delaware		8060		27-5236263
Saad Healthcare of St. Clair County LLC		Delaware		8060		83-1056127
Texas Senior Care, L.P.		Texas		8060		75-2036507
TH of San Antonio LLC		Texas		8060		27-3260835
WellCare, Inc.		New Mexico		8060		85-0441097
Wellmark Healthcare Services of El Paso, Inc.		Texas		8060		74-2727486
West Mississippi Home Health Services, Inc.		Mississippi		8060		64-0944772
Western Neuro Care, Inc.		Delaware		8060		94-3030235

 

#	All Registrants have the following principal executive offices:

c/o Encompass Health Corporation

9001 Liberty Parkway

Birmingham, Alabama 35242

(205) 967-7116

Prospectus

ENCOMPASS HEALTH CORPORATION

Common Stock

Preferred Stock

Warrants

Debt Securities

Guarantees of Debt Securities

 

 

The following are types of securities that we may offer, issue and sell from time to time, together or separately:

 

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shares of our common stock;

 

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shares of our preferred stock, which may be convertible or exchangeable;

 

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warrants to purchase common stock or preferred stock;

 

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debt securities; and

 

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guarantees of the debt securities by one or more of our subsidiaries.

We may offer these securities in amounts, at prices and on terms determined at the time of offering. We may sell these securities directly to you, through agents we select, or through underwriters or dealers we select. If we use agents, underwriters or dealers to sell these securities, we will name them and describe their compensation in a prospectus supplement.

This prospectus describes some of the general terms that may apply to these securities. The specific terms of any securities to be offered will be described in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and any prospectus supplement, together with additional information described under the heading “Where You Can Find More Information,” before you make your investment decision. Our common stock is listed on the New York Stock Exchange under the symbol “EHC.”

This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.

 

 

Investing in our securities involves a high degree of risk. You should carefully consider the risk factors incorporated herein by reference and described under the heading “Risk Factors” on page 6.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus is September 21, 2020.

TABLE OF CONTENTS

 

		Page
About This Prospectus			1
Cautionary Statement Regarding Forward-Looking Statements			2
The Company			4
Risk Factors			6
Supplemental Financial Information			7
Use of Proceeds			8
Description of Capital Stock			9
Description of Warrants			11
Description of Debt Securities and Guarantees			12
Plan of Distribution			15
Where You Can Find More Information			18
Incorporation of Certain Information By Reference			19
Legal Matters			20
Experts			21

 

 

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ABOUT THIS PROSPECTUS

Unless otherwise stated or where it is clear from the context that the term only means Encompass Health Corporation, the terms “Encompass Health,” “we,” “us,” “our,” and the “Company” refer to Encompass Health Corporation and its consolidated subsidiaries.

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may, from time to time, sell the securities described in this prospectus in one or more transactions. This prospectus provides a general description of the securities that may be sold by us. Each time we sell securities described in this prospectus, we are required to provide you with this prospectus and a prospectus supplement containing specific information about us and the terms of the securities being sold. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”

You should rely only on the information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus and any accompanying prospectus supplement is accurate as of the date of the prospectus and any accompanying prospectus supplement. Our business, financial position, results of operations and prospects may have changed since that date.

 

1

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains, and any prospectus supplement may contain, in addition to any documents incorporated herein and therein, historical information as well as forward-looking statements that involve known and unknown risks and relate to, among other things, future events, the spread and impact of the COVID-19 pandemic, changes to Medicare reimbursement and other healthcare laws and regulations from time to time, our business strategy, our dividend and stock repurchase strategies, our financial plans, our growth plans, our future financial performance, our projected business results, or our projected capital expenditures. In some cases, the reader can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “targets,” “potential,” or “continue” or the negative of these terms or other comparable terminology. Such forward-looking statements are necessarily estimates based upon current information and involve a number of risks and uncertainties, many of which are beyond our control. Any forward-looking statement is based on information current as of the date of this prospectus, any prospectus supplement, and any document incorporated by reference herein or therein and speaks only as of the date on which such statement is made. Actual events or results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors that could cause, and in the case of the COVID-19 pandemic has already caused, actual results to differ materially from those estimated by us include, but are not limited to, the following:

 

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each of the factors discussed under the heading “Risk Factors” on page 6 of this prospectus, in Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, in each case as may be updated or supplemented from time to time in our other filings with the SEC in the future that are incorporated herein and into any prospectus supplement by reference;

 

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a pandemic, epidemic, or other widespread outbreak of an infectious disease or other public health crisis, such as the COVID-19 pandemic, which could decrease our patient volumes, pricing, and revenues, lead to staffing and supply shortages and associated cost increases, or otherwise interrupt operations;

 

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governmental actions in response to the COVID-19 pandemic, such as shelter-in-place orders, facility closures and quarantines, which could impair our ability to operate and provide care;

 

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our ability to maintain infectious disease prevention and control efforts that are required and effectively minimize the spread of COVID-19 among patients and employees;

 

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changes in the rules and regulations of the healthcare industry at either or both of the federal and state levels, including those contemplated now and in the future as part of national healthcare reform and deficit reduction (such as the re-basing of payment systems, the introduction of site neutral payments or case-mix weightings across post-acute settings, the Patient-Driven Groupings Model for home health, the new patient assessment measures, which we refer to as “Section GG functional measures,” for inpatient rehabilitation, and other payment system reforms), which may decrease revenues and increase the costs of complying with the rules and regulations;

 

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reductions or delays in, or suspension of, reimbursement for our services by governmental or private payors, including our ability to obtain and retain favorable arrangements with third-party payors;

 

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restrictive interpretations of the regulations governing the claims that are reimbursable by Medicare;

 

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our ability to comply with extensive and changing healthcare regulations as well as the increased costs of regulatory compliance and compliance monitoring in the healthcare industry, including the costs of investigating and defending asserted claims, whether meritorious or not;

 

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any adverse outcome of various lawsuits, claims, and legal or regulatory proceedings, including disclosed and undisclosed qui tam suits;

 

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the use by governmental agencies and contractors of statistical sampling and extrapolation to expand claims of overpayment or noncompliance;

 

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delays in the administrative appeals process associated with denied Medicare reimbursement claims, including from various Medicare audit programs, and our exposure to the related delay or reduction in the receipt of the reimbursement amounts for services previously provided, including through recoupment of ongoing claims reimbursement by CMS;

 

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the ongoing evolution of the healthcare delivery system, including alternative payment models and value-based purchasing initiatives, which may decrease our reimbursement rate or increase costs associated with our operations;

 

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our ability to attract and retain nurses, therapists, and other healthcare professionals in a highly competitive environment with often severe staffing shortages, including as a result of the COVID-19 pandemic, and the impact on our labor expenses from potential union activity and staffing recruitment and retention;

 

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competitive pressures in the healthcare industry, including from other providers that may be participating in integrated delivery payment arrangements in which we do not participate, and our response to those pressures;

 

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our ability to successfully complete and integrate de novo developments, acquisitions, investments, and joint ventures consistent with our growth strategy, including realization of anticipated revenues, cost savings, productivity improvements arising from the related operations and avoidance of unanticipated difficulties, costs or liabilities that could arise from acquisitions or integrations;

 

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increased costs of defending and insuring against alleged professional liability and other claims, including claims relating to actions or omissions in connection with the COVID-19 pandemic, and the ability to predict the costs related to claims;

 

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potential incidents affecting the proper operation, availability, or security of our or our vendors’ or partners’ information systems, including the patient information stored there;

 

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new or changing quality reporting requirements impacting operational costs or our Medicare reimbursement;

 

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the price of our common stock as it affects our willingness and ability to repurchase shares and the financial and accounting effects of any repurchases;

 

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our ability and willingness to continue to declare and pay dividends on our common stock, which could be affected by reduced cash flow resulting from the COVID-19 pandemic;

 

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our ability to maintain proper local, state and federal licensing, including compliance with the Medicare conditions of participation and provider enrollment requirements, which is required to participate in the Medicare program;

 

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our ability to attract and retain key management personnel;

 

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changes in our payor mix or the acuity of our patients affecting reimbursement rates; and

 

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general conditions in the economy and capital markets, including any disruption, instability, or uncertainty related to armed conflict or an act of terrorism, a governmental impasse over approval of the United States federal budget, an increase to the debt ceiling, an international trade war, a sovereign debt crisis, or a widespread outbreak of an infectious disease such as COVID-19.

The cautionary statements referred to in this section also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. We undertake no duty to update these forward-looking statements, even though our situation may change in the future. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.

 

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THE COMPANY

General Overview

We are a leading provider of integrated healthcare services, offering both facility-based and home-based patient care through our network of inpatient rehabilitation hospitals, home health agencies, and hospice agencies. As of June 30, 2020, our national footprint spans 39 states and Puerto Rico and includes 136 hospitals and 245 home health and 83 hospice locations. We are committed to delivering high-quality, cost-effective, integrated patient care across the healthcare continuum with a primary focus on the post-acute sector.

In 2018, we undertook a rebranding to reinforce our strategy and position as an integrated provider of facility-based and home-based patient care. As part of the rebranding, we changed our corporate name from HealthSouth Corporation to Encompass Health Corporation and the NYSE ticker symbol for our common stock from “HLS” to “EHC.” Our principal executive offices are located at 9001 Liberty Parkway, Birmingham, Alabama 35242, and the telephone number of the principal executive offices is (205) 967-7116. Our website address is www.encompasshealth.com.

We manage our operations in two operating segments which are also our reportable segments: (1) inpatient rehabilitation and (2) home health and hospice.

Inpatient Rehabilitation

We are the nation’s largest owner and operator of inpatient rehabilitation hospitals in terms of patients treated and discharged, revenues, and number of hospitals. We provide specialized rehabilitative treatment on predominantly an inpatient basis. We operate hospitals in 35 states and Puerto Rico, with concentrations in the eastern half of the United States and Texas. In addition to our hospitals, we manage three inpatient rehabilitation units through management contracts.

Our inpatient rehabilitation hospitals offer specialized rehabilitative care across an array of diagnoses and deliver comprehensive, high-quality, cost-effective patient care services. Substantially all (90%) of the patients we serve are admitted from acute care hospitals following physician referrals for specific acute inpatient rehabilitative care. Most of those patients have experienced significant physical and cognitive disabilities or injuries due to medical conditions, such as strokes, hip fractures, and a variety of debilitating neurological conditions, that are generally nondiscretionary in nature and require rehabilitative healthcare services in a facility-based setting. Our teams of highly skilled nurses and physical, occupational, and speech therapists utilize proven technology and clinical protocols with the objective of restoring our patients’ physical and cognitive abilities. Patient care is provided by nursing and therapy staff as directed by physician orders while case managers monitor each patient’s progress and provide documentation and oversight of patient status, achievement of goals, discharge planning, and functional outcomes. Our hospitals provide a comprehensive interdisciplinary clinical approach to treatment that leverages innovative technologies and advanced therapies and leads to superior outcomes.

Home Health and Hospice

Our home health business is the nation’s fourth largest provider of Medicare-certified skilled home health services in terms of revenues. Our hospice business is the nation’s eleventh largest provider of Medicare-certified hospice services in terms of revenues. We operate home health and hospice agencies in 31 states, with concentrations in the Southeast and Texas. We acquired a significant portion of our home health and hospice business when we purchased EHHI Holdings, Inc. (“EHHI”) on December 31, 2014. In the acquisition, we acquired 83.3% of the issued and outstanding equity interests of EHHI, and certain members of EHHI management, including April Anthony, its chief executive officer, acquired the remaining interests. As of March 6, 2020, we own 100.0% of EHHI.

 

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Our home health agencies provide a comprehensive range of Medicare-certified home care services. These services include, among others, skilled nursing, physical, occupational and speech therapy, medical social work, and home health aide services. We also offer evidence-based specialty programs related to post-operative care, fall prevention, chronic disease management, and transitional care. Home health patients are frequently referred to us following a stay in an acute care or inpatient rehabilitation hospital or other facility, but many patients are referred from primary care settings and specialty physicians without a preceding inpatient stay. Our patients are typically older adults with three or more chronic conditions and significant functional limitations, and require greater than ten medications. Our teams of registered nurses, licensed practical nurses, physical, speech and occupational therapists, medical social workers, and home health aides work closely with patients and their families and physicians to deliver patient-centered care plans focused on their needs and their goals.

We also provide hospice services to terminally ill patients and their families. These in-home services address patients’ physical needs, including pain control and symptom management, and provide emotional and spiritual support. Our hospice care teams consist of physician medical directors, nurses, social workers, chaplains, therapists, home health aides, and volunteers.

General Information

Shares of our common stock began trading on the New York Stock Exchange on October 26, 2006. They currently trade under the ticker symbol “EHC.”

You should read this prospectus and any prospectus supplement together with the additional information contained under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information.”

Encompass Health was incorporated under the laws of the State of Delaware. Our principal executive offices are located at 9001 Liberty Parkway, Birmingham, Alabama 35242, and our telephone number is (205) 967-7116. Our Internet website address is www.encompasshealth.com. Information on our website does not constitute part of this prospectus and should not be relied upon in connection with making any investment decision with respect to the offered securities.

 

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RISK FACTORS

Investing in our securities involves a high degree of risk. You should carefully consider the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and the Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2020 and June 30, 2020, which are incorporated herein by reference, the risk factors described under the caption “Risk Factors” in any applicable prospectus supplement and any risk factors set forth in our other filings with the SEC, pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), before making an investment decision. See “Where You Can Find More Information.”

 

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SUPPLEMENTAL FINANCIAL INFORMATION

Summarized Guarantor Financial Information

The debt securities issued under the Company’s existing indenture are guaranteed on a senior, unsecured basis by all of the Company’s existing and future subsidiaries that guarantee borrowings under the Company’s credit agreement and other capital markets debt (such subsidiaries are referred to as the “subsidiary guarantors”). These guarantees are full and unconditional and joint and several, subject to certain customary conditions for release. The other subsidiaries of the Company do not guarantee the Company’s debt securities issued under the indenture (such subsidiaries are referred to as the “non-guarantor subsidiaries”). For a brief description of the general terms of the debt securities that we may offer and the guarantees that our subsidiaries may offer, see the information under the heading “Description of Debt Securities and Guarantees” in this prospectus.

Summarized financial information is presented below for the Company and its subsidiary guarantors on a combined basis after elimination of intercompany transactions and balances among the Company and the subsidiary guarantors and does not include investments in and equity in the earnings of non-guarantor subsidiaries. Amounts for prior periods have been revised to reflect the status of subsidiary guarantors and non-guarantor subsidiaries as of the date of this prospectus. This information supersedes similar information included in previous filings.

 

		Six Months Ended June 30, 2020				Three Months Ended March 31, 2020				Year Ended December 31, 2019
		(In Millions)
Net operating revenues		$	1,666.8			$	879.0			$	3,461.6
Intercompany revenues generated from non-guarantor subsidiaries			9.6				4.8				18.0
Total net operating revenues		$	1,676.4			$	883.8			$	3,479.6
Operating expenses		$	1,489.4			$	756.3			$	3,007.6
Intercompany expenses incurred in transactions with non-guarantor subsidiaries			15.3				7.7				30.4
Total operating expenses		$	1,504.7			$	764.0			$	3,038.0
Income from continuing operations		$	68.2			$	60.4			$	234.3
Net income		$	68.3			$	60.4				233.8
Net income attributable to Encompass Health		$	67.8			$	59.9				230.0

 

		As of June 30, 2020				As of March 31, 2020				As of December 31, 2019
		(In Millions)
Total current assets		$	893.8			$	577.4			$	556.7
Property and equipment, net		$	1,440.7			$	1,408.1			$	1,385.9
Goodwill			1,973.6				1,973.6				1,972.7
Intercompany receivable due from non-guarantor subsidiaries			81.6				111.6				118.4
Other noncurrent assets			766.8				761.5				790.7
Total noncurrent assets		$	4,262.7			$	4,254.8			$	4,267.7
Total current liabilities		$	543.4			$	472.9			$	604.4
Long-term debt, net of current portion		$	3,507.2			$	3,281.3			$	2,981.7
Other noncurrent liabilities			265.1				239.1				253.5
Total noncurrent liabilities		$	3,772.3			$	3,520.4			$	3,235.2
Redeemable noncontrolling interests		$	—			$	—			$	208.2

 

7

USE OF PROCEEDS

Except as described in any prospectus supplement, we currently anticipate using the net proceeds from the sale of the securities offered hereby for general corporate purposes, including:

 

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redemption and repayment of short-term or long-term borrowings;

 

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redemption or repurchases of common or preferred stock;

 

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acquisitions of or investments in businesses or assets;

 

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capital expenditures; and

 

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working capital and other general corporate purposes.

Pending the application of the net proceeds, we may temporarily invest the net proceeds in short-term marketable securities.

 

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DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 200,000,000 shares of common stock, $0.01 par value per share, and 1,500,000 shares of preferred stock, par value $0.10 per share. As of June 30, 2020, 99,447,031 shares of common stock, and no shares of preferred stock were outstanding. In addition to the summary of our capital stock that follows, we encourage you to review our amended and restated certificate of incorporation, our amended and restated bylaws, and the certificate of designations, which we have filed with the SEC and can be found as Exhibits 3.1.1, 3.2, and 3.1.2, respectively, to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

Description of Common Stock

The common stock, par value $0.01 per share, of the Company has the following rights, preferences and privileges:

Voting rights. Each outstanding share of common stock entitles its holder to one vote on all matters submitted to a vote of the Company’s stockholders, including the election of directors. There are no cumulative voting rights. Generally, all matters to be voted on by stockholders must be approved by a majority of the votes entitled to be cast by all shares present or represented by proxy.

Dividends. Holders of common stock are entitled to receive dividends when, as and if declared by the Company’s board of directors out of assets legally available for the payment of dividends.

Liquidation. In the event of a liquidation, dissolution or winding up of the Company’s affairs, whether voluntary or involuntary, after payment of our liabilities and obligations to creditors, the Company’s remaining assets will be distributed ratably among the holders of the common stock on a per share basis. If there is any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution and/or liquidation preferences.

Rights and preferences. The common stock has no preemptive, redemption, conversion or subscription rights. The rights, powers, preferences and privileges of holders of the common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that the Company may designate and issue in the future.

Description of Preferred Stock

Our board of directors has the authority, without further shareholder approval, to issue shares of preferred stock from time to time in one or more series, with such voting powers or without voting powers, and with such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof adopted by our board of directors, as shall be expressed in the resolutions providing therefor. A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. They will include:

 

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the title and stated value of the preferred stock;

 

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the price or prices at which the preferred stock may be purchased;

 

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the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock;

 

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the dividend rate(s), period(s), and/or payments date(s) or method(s) of calculation thereof applicable to the preferred stock;

 

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whether dividends shall be cumulative or non cumulative and, if cumulative, the date from which the dividends on the preferred stock shall accumulate;

 

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the procedures for an auction and remarketing, if any, for the preferred stock;

 

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the provisions for a sinking fund, if any, for the preferred stock;

 

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the voting rights of the preferred stock;

 

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the provisions for redemption, if applicable, of the preferred stock;

 

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the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock or exchangeable for other securities, including the conversion price, or the manner of calculating the conversion price, and conversion period or the exchange ratio, or manner of calculating the exchange ratio, and exchange period;

 

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if appropriate, a discussion of the United States federal income tax considerations applicable to the preferred stock;

 

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the ranking of the preferred stock relative to the common stock and any outstanding series of preferred stock; and

 

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any other specific terms, preferences, rights, limitations or restrictions of the preferred stock.

Unless otherwise stated in a prospectus supplement relating to the series of preferred stock being offered, holders of our preferred stock will have no preemptive rights.

The issuance of preferred stock could adversely affect the voting power of holders of common stock, as well as dividend and liquidation payments on both common and preferred stock. It also could have the effect of delaying, deferring or preventing a change in control.

The terms, if any, on which the preferred stock may be convertible into common stock or exchangeable for other securities will be detailed in the prospectus supplement. The terms will include provisions as to whether conversion or exchange is mandatory, at the option of the holder, or at our option, and may include provisions pursuant to which the number of shares of common stock or other securities to be received by the holders of preferred stock would be subject to adjustment.

 

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DESCRIPTION OF WARRANTS

We may issue warrants, including warrants to purchase common stock, preferred stock, or other securities of the Company, or any combinations of the foregoing. Warrants may be issued independently or together with any securities and may be attached to or separate from the securities. The warrants will be issued under warrant agreements to be entered into between us and a warrant agent as detailed in the prospectus supplement relating to the warrants being offered.

The applicable prospectus supplement will describe the following terms, where applicable, of the warrants in respect of which this prospectus is being delivered:

 

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the title of the warrants;

 

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the aggregate numbers of the warrants;

 

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the price or prices at which the warrants will be issued;

 

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the currencies in which the price or prices of the warrants may be payable;

 

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the designation, amount and terms of the offered securities purchasable upon exercise of the warrants;

 

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the designations and terms of the other offered securities, if any, with which the warrants are issued and the number of the warrants issued with each security;

 

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if applicable, the date on and after which the warrants and the offered securities purchasable upon exercise of the warrants will be separately transferable;

 

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the price or prices at which and currency or currencies in which the offered securities purchasable upon exercise of the warrants may be purchased;

 

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the date on which the right to exercise the warrants shall commence and the date on which the right shall expire;

 

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the minimum or maximum amount of the warrants which may be exercised at any one time;

 

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information with respect to book-entry procedures, if any;

 

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if appropriate, a discussion of the United States federal income tax considerations applicable to the warrants; and

 

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any other specific terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.

 

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DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

We may offer debt securities which may be senior, subordinated or junior subordinated and may be convertible. Unless otherwise specified in the applicable prospectus supplement, our debt securities will be issued in one or more series under either our existing indenture or another indenture to be entered into between us and the trustee. Our existing indenture is attached as an exhibit to the registration statement of which this prospectus forms a part.

The following description briefly sets forth certain general terms and provisions of the debt securities that we may offer and the guarantees of those debt securities that may be offered by one or more of our subsidiaries. The particular terms of the debt securities and the related guarantees offered by any prospectus supplement and the extent, if any, to which these general provisions may apply to the debt securities and the related guarantees, will be described in the related prospectus supplement. Accordingly, for a description of the terms of a particular issue of debt securities and the related guarantees, reference must be made to both the related prospectus supplement and to the following description.

Debt Securities

The aggregate principal amount of debt securities that may be issued under our existing indenture is unlimited. The debt securities may be issued in one or more series as may be authorized from time to time pursuant to a supplemental indenture entered into between us and the trustee or an order delivered by us to the trustee. For each series of debt securities we offer, a prospectus supplement accompanying this prospectus will describe the following terms and conditions of the series of debt securities that we are offering, to the extent applicable:

 

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title and aggregate principal amount;

 

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whether the debt securities will be senior, subordinated or junior subordinated;

 

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applicable subordination provisions, if any;

 

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whether the debt securities will be convertible into or exchangeable for other securities or property of the Company or any other person;

 

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percentage or percentages of principal amount at which the debt securities will be issued;

 

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maturity date(s);

 

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interest rate(s) or the method for determining the interest rate(s);

 

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whether interest on the debt securities will be payable in cash or additional debt securities of the same series;

 

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dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable;

 

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whether the amount of payment of principal of, premium, if any, or interest on the debt securities may be determined with reference to an index, formula or other method;

 

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redemption, repurchase or early repayment provisions, including our obligation or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision;

 

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if other than the debt securities’ principal amount, the portion of the principal amount of the debt securities that will be payable upon declaration of acceleration of the maturity;

 

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authorized denominations;

 

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form;

 

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amount of discount or premium, if any, with which the debt securities will be issued, including whether the debt securities will be issued as “original issue discount” securities;

 

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the place or places where the principal of, premium, if any, and interest on the debt securities will be payable;

 

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where the debt securities may be presented for registration of transfer, exchange or conversion;

 

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the place or places where notices and demands to or upon the Company in respect of the debt securities may be made;

 

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whether the debt securities will be issued in whole or in part in the form of one or more global securities;

 

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if the debt securities will be issued in whole or in part in the form of a book-entry security, the depository or its nominee with respect to the debt securities and the circumstances under which the book-entry security may be registered for transfer or exchange or authenticated and delivered in the name of a person other than the depository or its nominee;

 

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whether a temporary security is to be issued with respect to such series and whether any interest payable prior to the issuance of definitive securities of the series will be credited to the account of the persons entitled thereto;

 

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the terms upon which beneficial interests in a temporary global security may be exchanged in whole or in part for beneficial interests in a definitive global security or for individual definitive securities;

 

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the guarantors, if any, of the debt securities, and the extent of the guarantees and any additions or changes to permit or facilitate guarantees of such debt securities;

 

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any covenants applicable to the particular debt securities being issued;

 

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any defaults and events of default applicable to the debt securities, including the remedies available in connection therewith;

 

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currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on, such debt securities will be payable;

 

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time period within which, the manner in which and the terms and conditions upon which the Company or the purchaser of the debt securities can select the payment currency;

 

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securities exchange(s) on which the debt securities will be listed, if any;

 

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whether any underwriter(s) will act as market maker(s) for the debt securities;

 

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extent to which a secondary market for the debt securities is expected to develop;

 

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provisions relating to defeasance;

 

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provisions relating to satisfaction and discharge of the indenture;

 

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any restrictions or conditions on the transferability of the debt securities;

 

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provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture;

 

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any addition or change in the provisions related to compensation and reimbursement of the trustee;

 

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provisions, if any, granting special rights to holders upon the occurrence of specified events;

 

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whether the debt securities will be secured or unsecured, and, if secured, the terms upon which the debt securities will be secured and any other additions or changes relating to such security; and

 

•

any other terms of the debt securities that are not inconsistent with the provisions of the Trust Indenture Act (but may modify, amend, supplement or delete any of the terms of the indenture with respect to such series of debt securities).

 

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General

One or more series of debt securities may be sold as “original issue discount” securities. These debt securities would be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below market rates. One or more series of debt securities may be variable rate debt securities that may be exchanged for fixed rate debt securities.

United States federal income tax consequences and special considerations, if any, applicable to any such series will be described in the applicable prospectus supplement.

Debt securities may be issued where the amount of principal and/or interest payable is determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors. Holders of such debt securities may receive a principal amount or a payment of interest that is greater than or less than the amount of principal or interest otherwise payable on such dates, depending upon the value of the applicable currencies, commodities, equity indices or other factors. Information as to the methods for determining the amount of principal or interest, if any, payable on any date, the currencies, commodities, equity indices or other factors to which the amount payable on such date is linked and certain additional United States federal income tax considerations will be set forth in the applicable prospectus supplement.

The term “debt securities” includes debt securities denominated in U.S. dollars or, if specified in the applicable prospectus supplement, in any other freely transferable currency or units based on or relating to foreign currencies.

We expect most debt securities to be issued in fully registered form without coupons and in denominations of $2,000 and any integral multiples thereof. Subject to the limitations provided in the indenture and in the prospectus supplement, debt securities that are issued in registered form may be transferred or exchanged at the principal corporate trust office of the trustee, without the payment of any service charge, other than any tax or other governmental charge payable in connection therewith.

Guarantees

If specified in the applicable prospectus supplement, certain of our subsidiaries will guarantee the debt securities. Guarantees may be secured or unsecured, senior, subordinated or junior subordinated. The particular terms of any guarantee will be described in the related prospectus supplement.

Global Securities

The debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the prospectus supplement. Global securities will be issued in registered form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for the individual debt securities, a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor. The specific terms of the depositary arrangement with respect to any debt securities of a series and the rights of and limitations upon owners of beneficial interests in a global security will be described in the applicable prospectus supplement.

Governing Law

The indenture and the debt securities and the related guarantees shall be construed in accordance with and governed by the laws of the State of New York.

 

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PLAN OF DISTRIBUTION

We may sell the securities under this prospectus from time to time. We may sell the securities in one or more of the following ways from time to time:

 

•

to or through one or more underwriters or dealers;

 

•

in short or long transactions;

 

•

directly to investors;

 

•

through agents; or

 

•

through a combination of any of these methods of sale.

If we use underwriters or dealers in the sale, the securities will be acquired by the underwriters or dealers for their own account and may be resold from time to time in one or more transactions, including:

 

•

in privately negotiated transactions;

 

•

in one or more transactions at a fixed price or prices, which may be changed from time to time;

 

•

in “at the market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;

 

•

at prices related to those prevailing market prices; or

 

•

at negotiated prices.

We, and our underwriters, dealers or agents, reserve the right to accept or reject all or part of any proposed purchase of the securities. We will set forth in a prospectus supplement the terms and offering of securities, including:

 

•

the names of any underwriters, dealers or agents and the types and amounts of securities underwritten or purchased by each of them;

 

•

any agency fees or underwriting discounts or commissions and other items constituting agents’ or underwriters’ compensation;

 

•

any discounts or concessions allowed or reallowed or paid to dealers;

 

•

details regarding over-allotment options under which underwriters may purchase additional securities from us, if any;

 

•

the purchase price of the securities being offered and the proceeds we will receive from the sale;

 

•

the public offering price; and

 

•

the securities exchanges on which such securities may be listed, if any.

We may enter into derivative transactions with third parties or sell securities not covered by this prospectus to third parties in privately negotiated transactions from time to time. If the applicable prospectus supplement indicates, in connection with those derivative transactions, such third parties (or affiliates of such third parties) may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, such third parties (or affiliates of such third parties) may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of securities, and may use securities received from us in settlement of those derivative transactions to close out any related open borrowings of securities. The third parties (or affiliates of such third parties) in such sale transactions will be underwriters and will be identified in an applicable prospectus supplement (or a post-effective amendment).

 

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We may loan or pledge securities to a financial institution or other third party that in turn may sell the securities using this prospectus and an applicable prospectus supplement. Such financial institution or third party may transfer its economic short position to investors in our securities or in connection with a simultaneous offering of other securities offered by this prospectus.

Underwriters, Agents and Dealers. If underwriters are used in the sale of our securities, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions described above. The securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by underwriters. Generally, the underwriters’ obligations to purchase the securities will be subject to conditions precedent and the underwriters will be obligated to purchase all of the securities if they purchase any of the securities. We may use underwriters with which we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.

We may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase our securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions we pay for solicitation of these contracts.

Underwriters, dealers and agents may contract for or otherwise be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments made by the underwriters, dealers or agents, under agreements between us and the underwriters, dealers and agents.

We may grant underwriters who participate in the distribution of our securities an option to purchase additional securities to cover over-allotments, if any, in connection with the distribution.

Underwriters, dealers or agents may receive compensation in the form of discounts, concessions or commissions from us or our purchasers, as their agents in connection with the sale of our securities. These underwriters, dealers or agents may be considered to be underwriters under the Securities Act. As a result, discounts, commissions or profits on resale received by the underwriters, dealers or agents may be treated as underwriting discounts and commissions. The prospectus supplement will identify any such underwriter, dealer or agent and describe any compensation received by them from us. Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.

Any underwriter may engage in over-allotment transactions, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short-covering transactions involve purchases of our securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time. We make no representation or prediction as to the direction or magnitude of any effect these transactions may have on the price of our securities. For a description of these activities, see the information under the heading “Underwriting” in the applicable prospectus supplement.

Underwriters, broker-dealers or agents who may become involved in the sale of our securities may engage in transactions with and perform other services for us for which they receive compensation.

 

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Stabilization Activities. In connection with an offering through underwriters, an underwriter may purchase and sell securities in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of securities than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional securities from us in the offering, if any. If the underwriters have an over-allotment option to purchase additional securities from us, the underwriters may consider, among other things, the price of securities available for purchase in the open market as compared to the price at which they may purchase securities through the over-allotment option. “Naked” short sales are any sales in excess of such option or where the underwriters do not have an over-allotment option. The underwriters must close out any naked short position by purchasing securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the securities in the open market after pricing that could adversely affect investors who purchase in the offering.

Accordingly, to cover these short sales positions or to otherwise stabilize or maintain the price of the securities, the underwriters may bid for or purchase securities in the open market and may impose penalty bids. If penalty bids are imposed, selling concessions allowed to syndicate members or other broker-dealers participating in the offering are reclaimed if securities previously distributed in the offering are repurchased, whether in connection with stabilization transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. The imposition of a penalty bid may also affect the price of the securities to the extent that it discourages resale of the securities. The magnitude or effect of any stabilization or other transactions is uncertain.

Direct Sales. We may also sell securities directly to one or more purchasers without using underwriters or agents. In this case, no agents, underwriters or dealers would be involved. We may sell securities upon the exercise of rights that we may issue to our securityholders. We may also sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities.

Trading Market and Listing of Securities. Any common stock sold pursuant to a prospectus supplement will be listed on the New York Stock Exchange. The securities other than common stock may or may not be listed on a national securities exchange. It is possible that one or more underwriters may make a market in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for any of the securities.

Any debt securities sold pursuant to a prospectus supplement will be new issues of securities with no established trading market and, unless otherwise specified in the applicable prospectus supplement, we will not list any series of the debt securities on any exchange. It has not presently been established whether the underwriters, if any, of the debt securities will make a market in the debt securities. If the underwriters make a market in the debt securities, such market making may be discontinued at any time without notice. No assurance can be given as to the liquidity of the trading market for the debt securities.

 

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WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information reporting requirements of the Exchange Act, and, in accordance with these requirements, we are required to file periodic reports and other information with the SEC. The reports and other information filed by us with the SEC are available to the public at the SEC’s website at www.sec.gov. In addition, you may obtain these materials on our website. Our Internet website address is www.encompasshealth.com. Information on our website does not constitute part of this prospectus and should not be relied upon in connection with making any investment decision with respect to our securities.

We have filed with the SEC a registration statement on Form S-3 (the “Registration Statement,” which term shall encompass all amendments, exhibits, annexes and schedules thereto and all documents incorporated by reference therein) pursuant to the Securities Act, and the rules and regulations promulgated thereunder, with respect to the securities offered hereby. This prospectus, which constitutes a part of the Registration Statement, does not contain all the information contained in the Registration Statement, parts of which are omitted in accordance with the rules and regulations of the SEC. For further information with respect to us and the securities offered hereby, reference is made to the Registration Statement.

 

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This prospectus “incorporates by reference” information that we have filed with the SEC under the Exchange Act, which means that we are disclosing important information to you by referring you to those documents. Any statement contained in this prospectus or in any document incorporated or deemed to be incorporated by reference into this prospectus will be deemed modified or superseded for the purposes of this prospectus to the extent that a statement contained in this prospectus or any subsequently filed document which also is, or is deemed to be, incorporated by reference into this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Accordingly, we incorporate by reference the specific documents listed below and any future filings made with the SEC after the date hereof under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act which will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date we subsequently file such reports and documents until the termination of this offering, except that any such reports or portions thereof which are furnished and not filed shall not be deemed incorporated by reference herein:

 

•

Our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 27, 2020;

 

•

Our Quarterly Reports on Forms 10-Q for the fiscal quarters ended March 31, 2020 and June 30, 2020, filed with the SEC on May  11, 2020 and July 31, 2020, respectively;

 

•

Our Current Reports on Forms 8-K filed with the SEC on February 21, 2020, April  16, 2020, April  27, 2020, May  7, 2020, May  11, 2020, and May 15, 2020;

 

•

The information contained in our Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 27, 2020 and incorporated into Part III of our Annual Report on Form 10-K for the year ended December 31, 2019; and

 

•

The description of our common stock set forth in Exhibit 4.2 to our Annual Report on Form 10-K for the year ended December 31, 2019, including any amendment or report filed with the SEC for the purpose of updating such description.

We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus has been delivered a copy of any and all of these filings. You may request a copy of these filings by writing or telephoning us at:

Encompass Health Corporation

General Counsel

9001 Liberty Parkway

Birmingham, Alabama 35242

(205) 967-7116

 

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LEGAL MATTERS

The legality of the equity securities and the warrants being offered hereby will be passed upon for us by Mr. Stephen D. Leasure, Esq., who is Deputy General Counsel of Encompass Health Corporation (the “Registrant”). As an employee of the Registrant, Mr. Leasure participates or is eligible to participate in employee benefit plans of the Registrant and is otherwise compensated on the same basis as other similarly eligible employees. Pursuant to such plans, he owns or has other rights to acquire an aggregate of less than 0.5% of the outstanding shares of the common stock of the Registrant. The enforceability of the debt securities and the related guarantees will be passed upon for us by Maynard, Cooper & Gale, P.C.

Certain other legal matters with respect to the offered securities will be passed upon for us, any underwriters, dealers or agents by counsel identified in the related prospectus supplement.

 

20

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2019 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

 

21

 

 

 

 

ENCOMPASS HEALTH CORPORATION

Common Stock

Preferred Stock

Warrants

Debt Securities

Guarantees of Debt Securities

 

 

PROSPECTUS

 

 

September 21, 2020

 

 

 

 

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses relating to the issuance and distribution of the securities registered hereby, other than underwriting discounts, commissions and transfer taxes, that will be borne by the registrants.

 

SEC Registration Fee				*
Accounting Fees and Expenses			*	*
Legal Fees and Expenses			*	*
Transfer Agent Fees and Expenses			*	*
Warrant Agent Fees and Expenses			*	*
Trustee Fees and Expenses			*	*
Rating Agency Fees			*	*
Printing and Mailing Fees and Expenses			*	*
FINRA Fees			*	*
Total			*	*

*	Deferred in accordance with Rule 456(b) and Rule 457(r) of the Securities Act.

**

Since an indeterminate amount of securities is covered by this registration statement, the expenses in connection with the issuance and distribution of the securities are therefore not currently determinable. The Company will file an updated table at the time of completion of any offering under this registration statement.

Item 15. Indemnification of Directors and Officers.

The following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and the amended and restated certificate of incorporation and the amended and restated bylaws of Encompass Health Corporation, a Delaware corporation (the “Company”). Article VI of the Company’s amended and restated bylaws provides that, to the fullest extent permitted by applicable law, the Company will indemnify any person (and the heirs, executors and administrators of such person) who, by reason of the fact that he or she is or was a director, officer, employee or agent of the Company, was or is a party or is threatened to be a party to (a) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such action, suit or proceeding, or (b) any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit. Moreover, any indemnification by the Company pursuant thereto will not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled.

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify any persons, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such director, officer, employee or agent acted in good faith and in a manner the person reasonably believed to be in or not

 

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opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that the person’s conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses that such officer or director actually and reasonably incurred.

The indemnification permitted under the DGCL is not exclusive, and pursuant to Section 145 of the DGCL, a corporation is empowered to purchase and maintain insurance against liabilities whether or not indemnification would be permitted by statute. Article VI of the Company’s amended and restated bylaws provides that it has the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability under applicable law. The Company presently has in place policies insuring its directors and officers under certain circumstances which may include liability or related losses under applicable law.

Section 102(b)(7) of the DGCL allows a Delaware corporation to eliminate or limit the personal liability of directors to a corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Delaware corporate law or obtained an improper personal benefit.

Pursuant to Section 102(b)(7) of the DGCL, Article NINTH of the Company’s amended and restated certificate of incorporation provides that no director shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director except (a) for any breach of the director’s duty of loyalty to the Company or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (d) for any transaction from which the director derived an improper personal benefit.

Under separate indemnification agreements with the Company, each director of the Company appointed to the Company’s board of directors prior to 2015 is indemnified against all liabilities relating to his or her position as a director or officer of the Company, to the fullest extent permitted under applicable laws.

Delaware Registrants

Delaware Corporations

The bylaws of each of the co-registrants that are Delaware corporations (collectively, the “Delaware Corporate Registrants”) provide that, to the fullest extent permitted by applicable law, the Delaware Corporate Registrant will indemnify any person (and the heirs, executors and administrators of such person) who, by reason of the fact that he or she is or was a director, officer, employee or agent of the Delaware Corporate Registrant, was or is a party or is threatened to be a party to (a) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Delaware Corporate Registrant), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such action, suit or proceeding, or (b) any threatened, pending or completed action or suit by or in the right of the Delaware Corporate Registrant to procure a judgment in its favor, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit. Moreover, any indemnification by the Delaware Corporate Registrant pursuant thereto will not be deemed exclusive of any

 

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other rights to which those seeking indemnification may otherwise be entitled. The Delaware Corporate Registrants will, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys’ fees) incurred by an indemnified person prior to final disposition of any proceeding upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if that person is ultimately determined not to be entitled to indemnification under the bylaws of the Delaware Corporate Registrant.

The Delaware Corporate Registrants’ respective bylaws provide that they have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Delaware Corporate Registrant, or is or was serving at the request of the Delaware Corporate Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Delaware Corporate Registrant would have the power to indemnify him or her against such liability under applicable law.

Pursuant to Section 102(b)(7) of the DGCL, the Delaware Corporate Registrants’ respective certificates of incorporation provide that no director shall be personally liable to the Delaware Corporate Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director except (a) for any breach of the director’s duty of loyalty to the Delaware Corporate Registrant or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (d) for any transaction from which the director derived an improper personal benefit.

Delaware LLCs

The operating agreements of each of the co-registrants that are Delaware limited liability companies (the “Delaware LLC Registrants”) provide that, to the fullest extent permitted by law and subject to certain enumerated exceptions, the Delaware LLC Registrants will indemnify any person who is a manager or member of such companies, or any officer, director or manager of any of the foregoing, any officer of the Delaware LLC Registrants, or other persons named therein, against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative (collectively, “Claims”), in which he or she may be involved, or threatened to be involved, as a party or otherwise, by reason of his or her management of the affairs of the Delaware LLC Registrant or which relates to or arises out of the Delaware LLC Registrant or its property, business or affairs. The Delaware LLC Registrants will advance expenses of any Claim prior to final disposition of such Claim upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if that person is ultimately determined not to be entitled to indemnification under the operating agreement of the Delaware LLC Registrant.

Except as noted below, the operating agreements of the remaining co-registrants that are limited liability companies organized under the laws of Alabama, Florida, Georgia, Massachusetts and South Carolina contain identical provisions.

Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager of the limited liability company from and against any and all claims and demands whatsoever.

Delaware Limited Partnerships

The partnership agreement of Encompass Health Rehabilitation Hospital of Northwest Tucson, L.P. provides that the partnership will, subject to certain exceptions, indemnify the general partner and its affiliates against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims incurred by them in connection with the partnership. Additionally, the partnership will indemnify the tax matters partner

 

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against all claims, liabilities, losses and damages, including judgments, fines and expenses (including attorneys’ fees) incurred by the tax matters partner in connection with (a) any administrative or judicial proceeding with respect to the tax liability of the partners and (b) any civil, criminal or investigative proceeding in which the tax matters partner is involved or threatened to be involved in, solely by virtue of being tax matters partner. The partnership agreement of Encompass Health Rehabilitation Hospital of Tustin, L.P. provides that the partnership will, subject to certain exceptions, indemnify each general partner and each affiliate, shareholder, officer, director, employee and agent of each general partner and its affiliates against any claim, loss, liability, damage or expense (including reasonable attorneys’ fees) arising as a result of any act by the foregoing persons. The partnership will advance expenses incurred by any indemnified person as a result of a legal action relating to the performance of duties or services by the indemnified party on behalf of the partnership upon receipt of an undertaking by the indemnified person to repay such expenses if that person is ultimately determined not to be entitled to indemnification under the partnership agreement.

Section 15-110 of the Delaware Revised Uniform Partnership Act provides that, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.

Alabama Registrants

Alabama Corporations

Sections 10A-2-8.50 to 10A-2-8.58 of the Alabama Business and Nonprofit Entity Code (the “Alabama Code”) give a corporation power to indemnify an individual made a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if (a) the individual conducted himself or herself in good faith, (b) the individual reasonably believed: (i) in the case of conduct in his or her official capacity with the corporation, that the conduct was in its best interests; and (ii) in all other cases, that the conduct was at least not opposed to its best interests, and (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe his or her conduct was unlawful. Under the Alabama Code, a corporation may not indemnify a director (a) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation, or (b) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his or her official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by him or her. In addition, Sections 10A-2-8.52 and 10A-2-8.56 of the Alabama Code state that, to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any proceeding, or of any claim, issue or matter therein, he or she shall be indemnified against reasonable expenses incurred in connection therewith, notwithstanding that he or she has not been successful on any other claim, issue or matter in any proceeding.

Alabama LLCs

The articles of organization of Encompass Health Rehabilitation Institute of Tucson, LLC (the “Alabama LLC Registrant”) state that, to the fullest extent permitted under the law, (a) each member is entitled to indemnification for any loss, damage or claim incurred by such member by reason of any act or omission performed or omitted by such member on behalf of the Alabama LLC Registrant, and (b) the Alabama LLC Registrant will advance expenses of an action, proceeding or suit prior to final disposition of the same upon receipt of an undertaking by or on behalf of the member or manager to repay such amount if that person is not entitled to indemnification under the articles or organization. In addition, the operating agreement of the Alabama LLC Registrant provides that it will indemnify any person who is or was a member of the board, a principal officer or the tax matters member of the Alabama LLC Registrant against any and all claims, demands and losses if (x) such person conducted himself or herself in good faith, (y) reasonably believed (i) in the case of conduct in his or her official capacity with the Alabama LLC Registrant, that his or her conduct was in its best

 

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interests and (ii) in all other cases, that his or her conduct was at least not opposed to its best interests and such person was not found liable in a proceeding charging improper personal gain, and (z) in the case of any criminal proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Moreover, any indemnification by the Alabama LLC Registrant pursuant to the provisions of the operating agreement will not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled.

Section 10A-5A-4.10 of the Alabama Limited Liability Company Law of 2014 permits a limited liability company, or a series thereof, to indemnify and hold harmless a member or other person and pay in advance or reimburse expenses incurred by a member or other person.

Florida Registrants

Florida Corporation

The bylaws of Encompass Health Rehabilitation Hospital of Panama City, Inc. (the “Florida Registrant”) provide that, to the fullest extent permitted by applicable law, the Florida Registrant will indemnify its directors and officers against liabilities, and advance reasonable expenses, incurred in any proceeding, including threatened or pending suits, whether civil, criminal or investigative and whether formal or informal, to which such person is, or is threatened to be made, a party or a witness because of his or her role as a director or officer. Moreover, the rights to indemnification granted under the bylaws will not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may otherwise be entitled.

Section 607.0831 of the Florida Business Corporation Act (the “Florida Code”) provides, among other things, that a director is not personally liable for monetary damages to a company or any other person for any statement, vote, decision, or failure to act, by the director, unless the director breached or failed to perform his or her duties as a director and such breach or failure constitutes (a) a violation of criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful, (b) a transaction from which the director derived an improper personal benefit, (c) a circumstance under which the liability provisions of Section 607.0834 of the Florida Code (relating to the liability of the directors for improper distributions) are applicable, (d) willful misconduct or a conscious disregard for the best interest of the company in the case of a proceeding by or in the right of the company to procure a judgment in its favor or by or in the right of a stockholders, or (e) recklessness or an act or omission in bad faith or with malicious purpose or with wanton and willful disregard of human rights, safety or property, in a proceeding by or in the right of someone other than such company or a stockholder.

Section 607.0850 of the Florida Code authorizes, among other things, a company to indemnify any person who was or is a party to any proceeding (other than an action by or in the right of the company) by reason of the fact that he or she is or was a director, officer, employee or agent of the company (or is or was serving at the request of the company in such a position for any entity) against liability incurred in connection with such proceedings, if he or she acted in good faith and in a manner reasonably believed to be in the best interests of the company and, with respect to criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful.

The Florida Code requires that a director, officer or employee be indemnified for actual and reasonable expenses (including attorneys’ fees) to the extent that he or she has been successful on the merits or otherwise in the defense of any proceeding. Florida law also allows expenses of defending a proceeding to be advanced by a company before the final disposition of the proceedings, provided that the officer, director or employee undertakes to repay such advance if it is ultimately determined that indemnification is not appropriate.

The Florida Code further states that the indemnification and advancement of expenses provided pursuant to Section 607.0850 is not exclusive and that indemnification may be provided by a company pursuant to other means, including agreements or bylaw provisions. Florida law prohibits indemnification or advancement of

 

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expenses, however, if a judgment or other final adjudication establishes that the actions of a director, officer or employee constitute (a) a violation of criminal law, unless he or she had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful, (b) a transaction from which such person derived an improper personal benefit, (c) willful misconduct or conscious disregard for the best interests of the company in the case of a derivative action or a proceeding by or in the right of a stockholder, or (d) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 of the Florida Code (relating to the liability of directors for improper distributions) are applicable.

Florida LLCs

Section 605.0408 of the Florida Revised Limited Liability Company Act (the “FLLCA”) provides that subject to such standards and restrictions, if any, as are set forth in its articles of organization or operating agreement, a limited liability company may indemnify and hold harmless a person with respect to a claim or demand against the person and a debt, obligation, or other liability incurred by the person by reason of the person’s former or present capacity as a member or manager if the claim, demand, debt, obligation, or other liability does not arise from does not arise from: (1) a distribution made by the company where after the distribution either (a) the company would not be able to pay its debts as they become due in the ordinary course of the company’s activities and affairs, or (b) the company’s total assets would be less than the sum of its total liabilities, plus the amount that would be needed to satisfy certain preferential distribution rights; (2) a breach related to the management of the limited liability company; (3) an improper delegation of rights and powers to manage and control the business and affairs of the company; (4) a breach of the rules and requirements for the selection, terms, and removal of managers in a manager-managed limited liability company; (5) a breach relating to the voting rights of members and managers; (6) a breach relating to the agency rights of members and managers in a limited liability company; or (7) a breach of the standards of conduct for members and managers, including the fiduciary duties of loyalty and care and the obligation of good faith and fair dealing.

Georgia Registrants

Section 14-11-303 of the Georgia Limited Liability Company Act (the “GLLCA”) provides that a member, manager, agent or employee of a limited liability company is not liable, solely by reason of that capacity, for a debt, obligation or liability of the limited liability company (except for certain tax liabilities).

Section 14-11-306 provides that, subject to any standards and restrictions set forth in a limited liability company’s articles of organization or written operating agreement, a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever arising in connection with the limited liability company; provided, however, that no limited liability company shall have the power to indemnify any member or manager for intentional misconduct, knowing violation of law, or a transaction for which the member or manager received a personal benefit in violation or breach of the written operating agreement.

Idaho Registrants

Idaho Corporations

The following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and the amended and restated bylaws of each of the co-registrants that are Idaho corporations (collectively, the “Idaho Corporate Registrants”). Article VI of the Idaho Corporate Registrants’ amended and restated bylaws provide that to the fullest extent permitted by law, the corporation shall indemnify each stockholder, director, officer, or manager of the corporation from any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, which arise from such person’s management of the affairs of the corporation except where the person engaged in fraud, willful misconduct, bad faith or gross negligence.

 

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Idaho Code Section 30-29-852 requires that a corporation indemnify a director who was successful in the defense of any proceeding to which the director was a party because he or she was a director against any expenses associated with the proceeding. Idaho Code Section 30-29-851 provides that a corporation may indemnify a director or officer acting in the individual’s capacity as such against liability incurred in a proceeding if the individual conducted himself or herself in good faith and reasonably believed the action was in the best interests of the corporation and, with respect to a criminal proceeding, had no cause to believe the conduct was unlawful. Under Idaho Code Section 30-29-856, an officer is also entitled to mandatory indemnification and the corporation may indemnify the officer to the same extent as a director, except where the liability arises out of (1) receipt of a financial benefit to which the officer is not entitled, (2) intentional infliction of harm on the corporation or a shareholder, or (3) an intentional violation of criminal law.

Idaho LLCs

The following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and the amended and restated bylaws of each of the co-registrants that are Idaho limited liability companies (collectively, the “Idaho LLC Registrants”). Article VIII of the Idaho LLC Registrants’ amended and restated operating agreements provide that to the fullest extent permitted by law, the corporation shall indemnify each stockholder, director, officer, or manager of the corporation from any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, which arise from such person’s management of the affairs of the corporation except where the person engaged in fraud, willful misconduct, bad faith or gross negligence.

Idaho Code Section 30-25-408 provides that a limited liability company shall indemnify a member of a member-managed company (or a manager of a manager-managed company) with respect to any claim or demand, debt, obligation or other liability incurred by the member by reason of the member’s former or present capacity as a member (or manager) as long as such liability does not arise from the person’s breach of Idaho Code Section 30-25-405 (regarding limitations on distributions), Section 30-25-407 (regarding management of the company) or Section 30-25-409 (regarding standards of conduct, including fiduciary duty of loyalty, duty of care, and contractual obligations of good faith and fair dealing).

Massachusetts Registrants

Massachusetts LLCs

Section 8 of the Massachusetts Limited Liability Company Act (“Massachusetts LLC Law”) provides that, subject to such standards and restrictions, if any, as are set forth in its certificate of organization or written operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Such indemnification may include payment by the limited liability company of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under Massachusetts LLC Law, which undertaking may be accepted without reference to the financial ability of such person to make repayment. Any such indemnification may be provided although the person to be indemnified is no longer a member or a manager. No indemnification shall be provided for any person with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the limited liability company. Section 8 of Massachusetts LLC Law also provides that the certificate of organization or a written operating agreement may eliminate or limit the personal liability of a manager for breach of any duty to the limited liability company or to another member or manager.

 

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Massachusetts Corporations

Under the amended and restated bylaws of each of the co-registrants that are Massachusetts corporations (collectively, the “Massachusetts Corporate Registrants”), each of the Massachusetts Corporate Registrants shall, to the extent legally permissible, indemnify each director and officer of such company against all expenses and liabilities reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding in which he or she may become involved by reason of having served in such capacity. The Massachusetts Corporate Registrants shall not provide indemnification with respect to (i) any claim with respect to which such person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any claim initiated by such person unless such claim (or part thereof) (A) was brought to enforce such person’s rights to indemnification under the bylaws or (B) was authorized or consented to by the board of directors of such Massachusetts Corporate Registrant. Expenses incurred by an officer or director in defending any claim shall be paid by the Massachusetts Corporate Registrant in advance of the final disposition of such claim upon receipt by the Massachusetts Corporate Registrant of an undertaking by or on behalf of such officer or director to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the Massachusetts Corporate Registrant as authorized by its bylaws.

The Massachusetts General Laws (“MGL”) Chapter 156D, Part 8, Subdivision E, provides that a corporation may, subject to certain limitations, indemnify its directors, officers, employees and other agents, and individuals serving with respect to any employee benefit plan, and must, in certain cases, indemnify a director or officer for his reasonable costs if he is wholly successful in his defense in a proceeding to which he was a party because he was a director or officer of the corporation. In certain circumstances, a court may order a corporation to indemnify its officers or directors or advance their expenses. MGL Chapter 156D, Section 8.58 allows a corporation to limit or expand its obligation to indemnify its directors, officers, employees and agents in the corporation’s articles of organization, a bylaw adopted by the shareholders, or a contract adopted by its board of directors or shareholders.

Mississippi Registrants

Mississippi Corporations

The articles of incorporation and amended and restated bylaws of each of the co-registrants that are Mississippi corporations (collectively, the “Mississippi Corporate Registrants”) provide for indemnification to the fullest extent permitted by law. Each of the Mississippi Corporate Registrants shall, to the extent legally permissible, indemnify each director and officer of such company against all expenses and liabilities reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding in which he or she may become involved by reason of having served in such capacity. The Mississippi Corporate Registrants shall not provide indemnification with respect to (i) any claim with respect to which such person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any claim initiated by such person unless such claim (or part thereof) (A) was brought to enforce such person’s rights to indemnification under the bylaws or (B) was authorized or consented to by the board of directors of such Mississippi Corporate Registrant. Expenses incurred by an officer or director in defending any claim shall be paid by the Mississippi Corporate Registrant in advance of the final disposition of such claim upon receipt by the Mississippi Corporate Registrant of an undertaking by or on behalf of such officer or director to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the Mississippi Corporate Registrant as authorized by its bylaws.

Mississippi Code Ann. Section 79-4-8.50 et seq. provides in part that a corporation may indemnify any director, officer, employee or agent of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any action, suit or proceeding to which he is or was a party or is threatened to be made a party (including any action by or in the right of the corporation), if such action arises out of his acts on behalf of the corporation and he acted in good faith and that he reasonably believed that conduct in his official capacity with the corporation was in the

 

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corporation’s best interests and that in other cases, his conduct was not opposed to the corporation’s best interests, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. Mississippi Code Ann. Sections 79-4-8.52 and 79-4-8.56 provide, in general, that a corporation must indemnify a director and officer who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director or officer of the corporation against reasonable expenses incurred by him in connection with the proceeding. The indemnification provisions of Mississippi Code Ann. Section 79-4-8.50 et seq. are not exclusive; however, a corporation may not indemnify any person who is adjudged liable to the corporation in an action by or in the right of the corporation or who is adjudged liable for (i) receipt of an improper financial benefit, (ii) an intentional infliction of harm on the corporation, (iii) unlawful distributions, or (iv) intentional violations of criminal law. A corporation has the power to obtain and maintain insurance on behalf of any person who is or was acting for the corporation, regardless of whether the corporation has the legal authority to indemnify the insured person against such liability. Each of the Mississippi Corporate Registrant’s bylaws provide for indemnification for directors, officers, employees and agents or former directors, officers, employees and agents of such Mississippi Corporate Registrant to the full extent permitted by Mississippi law.

Mississippi LLCs

The operating agreements of each of the co-registrants that are Mississippi limited liability companies (collectively, the “Mississippi LLC Registrants”) provide that each such Mississippi LLC Registrant shall, to the extent legally permissible, indemnify each member, manager, director and officer of such company against all expenses and liabilities reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding in which he or she may become involved by reason of having served in such capacity. The Mississippi LLC Registrants shall not provide indemnification with respect to (i) any claim with respect to which such person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any claim initiated by such person unless such claim (or part thereof) (A) was brought to enforce such person’s rights to indemnification under the operating agreement or (B) was authorized or consented to by the board of managers of such Mississippi LLC Registrant. Expenses incurred by an officer or director in defending any claim shall be paid by the Mississippi LLC Registrant in advance of the final disposition of such claim upon receipt by the Mississippi LLC Registrant of an undertaking by or on behalf of such officer or director to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the Mississippi LLC Registrant as authorized by its operating agreement.

Section 79-29-123 of the Revised Mississippi Limited Liability Company Act provides that the certificate of formation or operating agreement may provide for the limitation or elimination of any and all liabilities of any manager, member, officer or other person who is a party to or is otherwise bound by the operating agreement for any action taken, or failure to take any action, as a manager or member or other person, including, for breach of contract and for breach of duties, including all or any fiduciary duties, of a member, manager, officer or other person to a limited liability company or to its members or to another member or manager or officer or to another person; provided, that the certificate of formation or operating agreement may not limit or eliminate liability for (a) the amount of a financial benefit by a member or manager to which the member or manager is not entitled, (b) an intentional infliction of harm on the limited liability company or the members, (c) an intentional violation of criminal law, (d) a wrongful distribution, including distributions made in the course of winding up the company, or (e) any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. A limited liability company may indemnify any member, manager, officer or other person from and against all claims and demands whatsoever, except a limited liability company cannot indemnify any member, manager, officer or other person in connection with a proceeding where such person was (i) found to have engaged in acts or omissions that constitute fraudulent conduct and was adjudged liable for claims based on such conduct, or (ii) was found to have engaged in any actions described in the preceding sentence and was adjudged liable for claims based on such actions. A limited liability company shall indemnify a member, manager, officer or other person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a member, manager, officer or agent of

 

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the limited liability company against reasonable expenses incurred by the member, manager, officer or agent in connection with the proceeding.

New Mexico Registrant

Section 6.2 of Article VI of the Bylaws of WellCare, Inc. (the “New Mexico Registrant”) contains the following provisions with respect to indemnification of directors and officers:

To the fullest extent permitted by law, the New Mexico Registrant shall indemnify and hold harmless each Covered Person (stockholders, directors, or any officers, directors or managers of any of the foregoing, or any officer or director of the New Mexico Registrant) from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the New Mexico Registrant or which relates to or arises out of the New Mexico Registrant or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 6.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board of Directors. Expenses incurred by a Covered Person in defending any Claim shall be paid by the New Mexico Registrant in advance of the final disposition of such Claim upon receipt by the New Mexico Registrant of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the New Mexico Registrant as authorized by this Section 6.2.

Section 53-11-4.1 of the Business Corporation Act of the State of New Mexico provides that a corporation shall have power to indemnify any person made (or threatened to be made) a party to any proceeding (whether threatened, pending or completed) by reason of the fact that the person is or was a director (or, while a director, is or was serving in any of certain other capacities) if: (1) the person acted in good faith; (2) the person reasonably believed: (a) in the case of conduct in the person’s official capacity with the corporation, that the person’s conduct was in its best interests; and (b) in all other cases, that the person’s conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, the person had no reasonable cause to believe the person’s conduct was unlawful. Indemnification may be made against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the person in connection with the proceeding, but may be limited or unavailable with respect to certain proceedings. A director shall not be indemnified for an action charging improper personal benefit. In some instances, indemnification of a director may be mandatory or, upon the application of a director, may be ordered by a court. Determination that indemnification is permissible and determination as to reasonable expenses is to be made by majority of a quorum of the board of directors, a designated committee set for this purpose, special legal counsel, or by the shareholders. Reasonable expenses incurred by a director may, under certain circumstances, be paid or reimbursed in advance of a final disposition of a proceeding. Unless limited by its articles of incorporation, a corporation may (or, as the case may be, shall) indemnify and advance expenses to an officer of the corporation to the same extent as to a director under Section 53-11-4.1. Also, unless limited by its articles of incorporation, a corporation has: (1) the power to indemnify and to advance expenses to an employee or agent of the corporation to the same extent that it may indemnify and advance expenses to directors under the statute; and (2) additional power to indemnify and to advance reasonable expenses to an officer, employee or agent who is not a director to such further extent, consistent with law, as may be provided by its articles of incorporation, bylaws, general or specific action of its Board of Directors, or contract.

Section 53-11-4.1 was amended in 1987 to provide that the indemnification authorized thereunder shall not be deemed exclusive of any rights to which those seeking indemnification may be entitled under the articles

 

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of incorporation, the bylaws, an agreement, a resolution of shareholders or directors or otherwise. A corporation shall have the power to purchase or maintain insurance protection against any liability asserted against and incurred by the person in any such capacity or arising out of the person’s status as such.

South Carolina Registrants

South Carolina Corporation

The bylaws of Encompass Health Rehabilitation Hospital of Florence, Inc. (the “South Carolina Corporate Registrant”) provide that the South Carolina Corporate Registrant will indemnify each director, officer, employee or agent of the South Carolina Corporate Registrant who is, or is threatened to be made, a party to any action, proceeding or suit, whether administrative, civil, criminal or investigative (other than any action, proceeding or suit by or on behalf of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the South Carolina Corporate Registrant, or is or was serving at the request of the South Carolina Corporate Registrant in such a capacity of the corporation, against expenses (including attorneys’ fees), fines, judgments and amounts paid in settlement actually and reasonably incurred by him or her in connection with any such action, proceeding or suit if he or she reasonably acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the South Carolina Corporate Registrant and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the discretion of the board, the South Carolina Corporate Registrant may advance expenses before final disposition of the relevant action, proceeding or suit in respect of the indemnification provisions set forth in the bylaws.

Under Section 38-510 of the South Carolina Code of Laws, a corporation may indemnify an individual made a party to a proceeding because he or she is or was a director or officer against liability incurred in the proceeding if (a) he or she conducted himself or herself in good faith, (b) he or she reasonably believed (i) in the case of conduct in his or her official capacity with the corporation, that his or her conduct was in its best interest, and (ii) in all other cases, that his or her conduct was at least not opposed to its best interest, and (c) in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Unless limited by its articles of incorporation, a corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceeding.

South Carolina LLC

Section 33-44-403 of the South Carolina Limited Liability Company Act provides that a limited liability company shall indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property.

Texas Registrants

Texas Corporations

The amended and restated bylaws of each of the co-registrants that are Texas corporations (collectively, the “Texas Corporate Registrants”) provide for indemnification to the fullest extent permitted by law. Each of the Texas Corporate Registrants shall, to the extent legally permissible, indemnify each director and officer of such company against all expenses and liabilities reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding in which he or she may become involved by reason of having served in such capacity. The Texas Corporate Registrants shall not provide indemnification with respect to (i) any claim with respect to which such person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any claim initiated by such person unless such claim (or part thereof) (A) was brought to enforce such person’s rights to indemnification under the bylaws or (B) was authorized or consented to by the board of directors of such Texas Corporate Registrant. Expenses incurred by an

 

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officer or director in defending any claim shall be paid by the Texas Corporate Registrant in advance of the final disposition of such claim upon receipt by the Texas Corporate Registrant of an undertaking by or on behalf of such officer or director to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the Texas Corporate Registrant as authorized by its bylaws.

Sections 8.101 and 8.105 of the Texas Business Organizations Code (“TBOC”) permit corporations to indemnify a person who was or is a governing person, officer, employee or agent of such corporation or a governing person who serves at the corporation’s request as a representative of another enterprise, organization or employee benefit plan (an “outside enterprise”), who was, is, or is threatened to be named a respondent in a legal proceeding by virtue of such person’s position in the corporation or in an outside enterprise, but only if the person acted in good faith and reasonably believed, in the case of conduct in the person’s official capacity, that the conduct was in or, in the case of all other conduct, that the conduct was not opposed to the corporation or outside enterprise’s best interest, and, in the case of a criminal proceeding, the person had no reasonable cause to believe the conduct was unlawful. A person may be indemnified within the above limitations against judgment and expenses that are reasonable and actually incurred by the person in connection with the proceeding; however, indemnification is limited to reasonable expenses actually incurred in a proceeding in which the person is found liable to the corporation or is found to have improperly received a personal benefit and shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of the person’s duty to the corporation, breach of the person’s duty of loyalty owed to the corporation or an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the corporation. Indemnification pursuant to Section 8.101 of the TBOC can be made by the corporation only upon a determination made in the manner prescribed by Section 8.103 of the TBOC that indemnification is proper in the circumstances because the party seeking indemnification has met the applicable standard of conduct for such indemnification.

Section 8.051 of the TBOC states that (a) an enterprise shall indemnify a governing person, former governing person, or delegate against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person or delegate if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding. (b) a court that determines, in a suit for indemnification, that a governing person, former governing person, or delegate is entitled to indemnification under this section shall order indemnification and award to the person the expenses incurred in securing the indemnification.

Section 8.052 of the TBOC states that (a) on application of a governing person, former governing person, or delegate and after notice is provided as required by the court, a court may order an enterprise to indemnify the person to the extent the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances. (b) This section applies without regard to whether the governing person, former governing person, or delegate applying to the court satisfies the requirements of Section 8.101 or has been found liable: (1) to the enterprise; or (2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person’s official capacity. (c) The indemnification ordered by the court under this section is limited to reasonable expenses if the governing person, former governing person, or delegate is found liable: (1) to the enterprise; or (2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person’s official capacity.

Under certain circumstances, a corporation may also advance expenses to any of the above persons. Section 8.151 of the TBOC also permits a corporation to purchase and maintain insurance or to make other arrangements to indemnify and hold harmless such persons against any liability asserted against and incurred by the person in such capacity, or arising out of the person’s status as such a person, without regard to whether the corporation would have the power to indemnify the person against the liability under applicable law.

 

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Texas Limited Partnerships

The partnership agreements of each of the co-registrants that are Texas limited partnerships (collectively, the “Texas LP Registrants”) are silent with respect to indemnification of the general partner against liability incurred in connection with service as general partner of such Texas LP Registrant.

Section 8.051 of the TBOC provides that, except as limited by a partnership agreement, a partnership shall indemnify a governing person (in the Texas LP Registrants’ case, the general partner) or former governing person against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person of the partnership if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding. Pursuant to Section 8.105 of the TBOC, an entity shall indemnify an officer to the same extent it is required to indemnify a governing person under Section 8.051, and may indemnify an officer, employee or agent as provided by its governing documents, written resolution of its owners or members, contract or common law.

Pursuant to Section 8.101 of the TBOC, a limited partnership may indemnify a partner or former partner who is or is threatened to be made a respondent in a proceeding if the partnership determines that the person acted in good faith, reasonably believed that the person’s conduct was in the partnership’s best interests and that the person’s conduct was not opposed to the partnership’s best interests. In the case of a criminal proceeding, the indemnified person must not have had reasonable cause to believe that his or her conduct was unlawful. Section 8.103 of the TBOC dictates that the foregoing determinations must be made by (1) a majority vote of the governing persons who at the time of the vote are disinterested and independent, regardless of whether the governing persons who are disinterested and independent constitute a quorum; (2) a majority vote of a committee of the governing authority of the enterprise if the committee: (A) is designated by a majority vote of the governing persons who at the time of the vote are disinterested and independent, regardless of whether the governing persons who are disinterested and independent constitute a quorum; and (B) is composed solely of one or more governing persons who are disinterested and independent; (3) special legal counsel selected by the governing authority of the enterprise, or selected by a committee of the governing authority, by vote in accordance with Subdivision (1) or (2) (provided, however, that such special legal counsel cannot make a determination as to whether indemnification should be paid); (4) a vote of a majority-in-interest of the limited partners in a vote that excludes the interest held by each general partner who is not disinterested and independent; or (5) a unanimous vote of the owners or members of the enterprise.

Texas LLCs

The company agreements of each of the co-registrants that are Texas limited liability companies (collectively, the “Texas LLC Registrants”) provide that each such Texas LLC Registrant shall, to the extent legally permissible, indemnify each member, manager, director and officer of such Texas LLC Registrant, and any officer, director or manager of such Texas LLC Registrant’s members or managers, against all expenses and liabilities reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding in which he or she may become involved by reason of having served in such capacity.

Chapter 101 of the TBOC relates specifically to limited liability companies. Section 101.402 of the TBOC permits a limited liability company to indemnify members, managers, officers or assignees of membership interests in the company and to purchase or procure or establish and maintain liability insurance or another arrangement for such members, managers, officers and assignees of membership interests in the company, subject to such standards, and restrictions, if any, as are set forth in its certificate of formation or in its company agreement. Section 101.401 of the TBOC provides that the company agreement of a limited liability company may expand or restrict any duties, including fiduciary duties, and related liabilities that a member, manager, officer, or other person has to the company or to a member or manager of the company.

Chapter 8 of the TBOC applies to each form of entity in Texas except for general partnerships or limited liability companies. However, Section 8.002(b) provides that the governing documents of a Texas limited

 

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liability company may adopt provisions of Chapter 8, which will be enforceable, relating to indemnification, advancement of expenses or insurance or another arrangement to indemnify or hold harmless a governing person.

The company agreements of each of the Texas LLC Registrants include language similar to Sections 8.101 and 8.102 of the TBOC. Section 8.101 of the TBOC states that (a) an enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by Section 8.102 if it is determined in accordance with Section 8.103 that: (1) the person: (A) acted in good faith; (B) reasonably believed: (i) in the case of conduct in the person’s official capacity, that the person’s conduct was in the enterprise’s best interests; and (ii) in any other case, that the person’s conduct was not opposed to the enterprise’s best interests; and (C) in the case of a criminal proceeding, did not have a reasonable cause to believe the person’s conduct was unlawful; (2) with respect to expenses, the amount of expenses other than a judgment is reasonable; and (3) indemnification should be paid. (b) Action taken or omitted by a governing person or delegate with respect to an employee benefit plan in the performance of the person’s duties for a purpose reasonably believed by the person to be in the interest of the participants and beneficiaries of the plan is for a purpose that is not opposed to the best interests of the enterprise. (c) Action taken or omitted by a delegate to another enterprise for a purpose reasonably believed by the delegate to be in the interest of the other enterprise or its owners or members is for a purpose that is not opposed to the best interests of the enterprise. (d) A person does not fail to meet the standard under Subsection (a)(1) solely because of the termination of a proceeding by: (1) judgment; (2) order; (3) settlement; (4) conviction; or (5) a plea of nolo contendere or its equivalent.

Section 8.102 of the TBOC states that (a) subject to Subsection (b), an enterprise may indemnify a governing person, former governing person, or delegate against: (1) a judgment; and (2) expenses, other than a judgment, that are reasonable and actually incurred by the person in connection with a proceeding. (b) Indemnification under this subchapter of a person who is found liable to the enterprise or is found liable because the person improperly received a personal benefit: (1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding; (2) does not include a judgment, a penalty, a fine, and an excise or similar tax, including an excise tax assessed against the person with respect to an employee benefit plan; and (3) may not be made in relation to a proceeding in which the person has been found liable for: (A) willful or intentional misconduct in the performance of the person’s duty to the enterprise; (B) breach of the person’s duty of loyalty owed to the enterprise; or (C) an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the enterprise. (c) A governing person, former governing person, or delegate is considered to have been found liable in relation to a claim, issue, or matter only if the liability is established by an order, including a judgment or decree of a court, and all appeals of the order are exhausted or foreclosed by law.

Item 16. List of Exhibits.

 

Exhibit numbers		Description
1.1*		Form of Underwriting Agreement.
3.1.1		Amended and Restated Certificate of Incorporation of Encompass Health Corporation, effective as of January  1, 2018 (incorporated by reference to Exhibit 3.1 to Encompass Health’s Current Report on Form 8-K filed on October 25, 2017).
3.1.2		Certificate of Designations of 6.50% Series A Convertible Perpetual Preferred Stock, as filed with the Secretary of State of the State of Delaware on March 7, 2006 (incorporated by reference to Exhibit 3.1 to Encompass Health’s Current Report on Form 8-K filed on March 9, 2006).
3.2		Amended and Restated Bylaws of Encompass Health Corporation, effective as of January  1, 2018 (incorporated by reference to Exhibit 3.2 to Encompass Health’s Current Report on Form 8-K filed on October 25, 2017).
4.1*		Form of Certificate of Designation of preferred stock.

 

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Exhibit numbers		Description
4.2*		Specimen preferred stock certificate.
4.3*		Form of warrant agreement.
4.4*		Form of warrant certificate.
4.5		Indenture, dated as of December 1, 2009, between Encompass Health Corporation  and Wells Fargo Bank, National Association, as trustee and successor in interest to The Bank of Nova Scotia Trust Company of New York (incorporated by reference to Exhibit 4.7.1 to HealthSouth’s Annual Report on Form 10-K filed on February 23, 2010).
4.6*		Specimen Note.
5.1		Opinion of Stephen D. Leasure, Esq. regarding the equity securities and warrants being registered.
5.2		Opinion of Maynard, Cooper & Gale, P.C. regarding debt securities and certain guarantees being registered.
23.1		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2		Consent of Stephen D. Leasure, Esq. (included in the opinion filed as Exhibit 5.1 hereto).
23.3		Consent of Maynard, Cooper & Gale, P.C. (included in the opinion filed as Exhibit 5.2 hereto).
24.1		Power of Attorney for Encompass Health Corporation (included on signature page hereto).
24.2		Power of Attorney for Co-Registrants (included on signature pages hereto).
25.1		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wells Fargo Bank, National Association, as trustee under the indenture for debt securities.

 

*	To be filed either by amendment or as an exhibit to a Current Report on Form 8-K and incorporated by reference herein.

Item 17. Undertakings.

 

(a)

The undersigned Registrant hereby undertakes:

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)    To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)    To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)    To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(l)(ii) and (a)(l)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in

 

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reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)    That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)    Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)    Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(l)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)    That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)    Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)    Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii)    The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv)    Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

 

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(b)    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama on September 21, 2020.

 

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Patrick Darby his or her true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or her might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Capacity		Date
/s/ MARK J. TARR		President and Chief Executive Officer and Director		September 21, 2020
Mark J. Tarr
/s/ DOUGLAS E. COLTHARP		Executive Vice President and Chief Financial Officer		September 21, 2020
Douglas E. Coltharp
/s/ ANDREW L. PRICE		Chief Accounting Officer		September 21, 2020
Andrew L. Price
/s/ LEO I. HIGDON, JR.		Chairman of the Board of Directors		September 21, 2020
Leo I. Higdon, Jr.
/s/ Greg D. Carmichael		Director		September 21, 2020
Greg D. Carmichael
/s/ JOHN W. CHIDSEY		Director		September 21, 2020
John W. Chidsey

Signature		Capacity		Date
/s/ DONALD L. CORRELL		Director		September 17, 2020
Donald L. Correll
/s/ YVONNE M. CURL		Director		September 21, 2020
Yvonne M. Curl
/s/ CHARLES M. ELSON		Director		September 21, 2020
Charles M. Elson
/s/ JOAN E. HERMAN		Director		September 17, 2020
Joan E. Herman
/s/ LESLYE G. KATZ		Director		September 17, 2020
Leslye G. Katz
/s/ Patricia A. Maryland		Director		September 21, 2020
Patricia A. Maryland
/s/ JOHN E. MAUPIN, JR.		Director		September 21, 2020
John E. Maupin, Jr.
/s/ Nancy M. Schlichting		Director		September 18, 2020
Nancy M. Schlichting
/s/ L. EDWARD SHAW, JR.		Director		September 21, 2020
L. Edward Shaw, Jr.
/s/ Terrance Williams		Director		September 21, 2020
Terrance Williams

Signatures

Pursuant to the requirements of the Securities Act of 1933, the following Registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on September 21, 2020.

Advanced Homecare Holdings, Inc.

Advanced Homecare Management, Inc.

AHM Texas LP, Inc.

Camellia Medical Systems, Inc.

CareSouth Health System, Inc.

Continental Rehabilitation Hospital of Arizona, Inc.

DOSIK, INC.

EHHI Holdings, Inc.

Encompass Health C Corp Sub Holdings, Inc.

Encompass Health Central Arkansas Holdings, Inc.

Encompass Health Home Health Corporation

Encompass Health Home Health Holdings, Inc.

Encompass Health Jonesboro Holdings, Inc.

Encompass Health Rehabilitation Hospital of City View, Inc.

Encompass Health Rehabilitation Hospital of Colorado Springs, Inc.

Encompass Health Rehabilitation Hospital of Columbia, Inc.

Encompass Health Rehabilitation Hospital of Concord, Inc.

Encompass Health Rehabilitation Hospital of Dothan, Inc.

Encompass Health Rehabilitation Hospital of Florence, Inc.

Encompass Health Rehabilitation Hospital of Manati, Inc.

Encompass Health Rehabilitation Hospital of Montgomery, Inc.

Encompass Health Rehabilitation Hospital of Nittany Valley, Inc.

Encompass Health Rehabilitation Hospital of Panama City, Inc.

Encompass Health Rehabilitation Hospital of San Antonio, Inc.

Encompass Health Rehabilitation Hospital of San Juan, Inc.

Encompass Health Rehabilitation Hospital of Spring Hill, Inc.

Encompass Health Rehabilitation Hospital of Texarkana, Inc.

Encompass Health Rehabilitation Hospital of The Woodlands, Inc.

Encompass Health Rehabilitation Hospital of Treasure Coast, Inc.

Encompass Health Tyler Holdings, Inc.

Encompass Health Yuma Holdings, Inc.

EXCELLA HEALTHCARE, INC.

EXCELLA HOMECARE, INC.

Guardian Home Care, Inc.

HealthSouth Rehabilitation Hospital of Austin, Inc.

Home Health Care of Bogalusa, Inc.

Home Health Care Systems, Inc.

Idaho Homecare Holdings, Inc.

Reliant Blocker Corp.

WellCare, Inc.

Wellmark Healthcare Services of El Paso, Inc.

West Mississippi Home Health Services, Inc.

Western Neuro Care, Inc.

 

By:		/s/ PATRICK DARBY
		Patrick Darby
		Authorized Signatory

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Patrick Darby his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Capacity		Date
/s/ DOUGLAS E. COLTHARP		President and Director		September 21, 2020
Douglas E. Coltharp		(Principal Executive Officer)
		(Principal Financial Officer)
/s/ ANDREW L. PRICE		Vice President		September 21, 2020
Andrew L. Price		(Principal Accounting Officer)
/s/ BARBARA A. JACOBSMEYER		Director		September 21, 2020
Barbara A. Jacobsmeyer
/s/ PATRICK DARBY		Director		September 21, 2020
Patrick Darby

Signatures

Pursuant to the requirements of the Securities Act of 1933, the following Registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on September 21, 2020.

 

		Abba Home Health, L.P.
		By: AHM Texas GP, LLC, its General Partner
		AHM Action Home Health, LP
		By: AHM Texas GP, LLC, its General Partner
		Best Home Care LP
		By: AHM Texas GP, LLC, its General Partner
		DRC Health Systems, L.P.
		By: AHM Texas GP, LLC, its General Partner
		Encompass Health Rehabilitation Hospital of Northwest Tucson, L.P.
		By: Continental Rehabilitation Hospital of Arizona, Inc., its General Partner
		Encompass Health Rehabilitation Hospital of Tustin, L.P.
		By: Western Neuro Care, Inc., its Managing General Partner
		Encompass of Fort Worth, LP
		By: AHM Texas GP, LLC, its General Partner
		Encompass of West Texas, LP
		By: AHM Texas GP, LLC, its General Partner
		Hallmark Homecare, L.P.
		By: AHM Texas GP, LLC, its General Partner
		Preferred Home Health, L.P.
		By: AHM Texas GP, LLC, its General Partner
		Texas Senior Care, L.P.
		By: AHM Texas GP, LLC, its General Partner

 

By:		/s/ PATRICK DARBY
		Patrick Darby
		Authorized Signatory