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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/05/23 Option Care Health, Inc. S-4 6:4.1M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: S-4 Registration Statement - Securities for a Merger HTML 3.95M 2: EX-23.2 Consent of Expert or Counsel HTML 5K 3: EX-23.3 Consent of Expert or Counsel HTML 6K 6: EX-FILING FEES Filing Fees HTML 36K 4: EX-99.1 Miscellaneous Exhibit HTML 8K 5: EX-99.2 Miscellaneous Exhibit HTML 8K
tm2317489-1_s4 - none - 37.0469599s |
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Delaware
(State or other jurisdiction of incorporation or organization) |
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8082
(Primary Standard Industrial Classification Code Number) |
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05-0489664
(I.R.S. Employer Identification No.) |
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Collin Smyser
General Counsel and Corporate Secretary Option Care Health, Inc. 3000 Lakeside Drive Suite 300N Bannockburn, IL 60015 (312) 940-2443 |
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Large accelerated filer
☒
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Accelerated filer
☐
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Non-accelerated filer
☐
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Smaller reporting company
☐
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Paul Kusserow
Chair of the Board Amedisys, Inc. |
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| For Option Care Health stockholders: | | | For Amedisys stockholders: | |
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Attention: Investor Relations
3000 Lakeside Drive Suite 300N Bannockburn, Illinois 60015 (866) 827-8203 |
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Attention: Investor Relations — Nick Muscato
3854 American Way, Suite A, Baton Rouge, Louisiana 70816 (225) 292-2031 or (800) 467-2662 |
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| For Option Care Health stockholders: | | | For Amedisys stockholders: | |
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| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | | |
| | | | D-1 | | |
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For Option Care Health stockholders:
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For Amedisys stockholders:
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Option
Care Health Common Stock |
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Amedisys
Common Stock |
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Implied Per
Share Value of Merger Consideration(1) |
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| | | $ | 32.23 | | | | | $ | 77.26 | | | | | $ | 97.38 | | | |
| | | $ | 28.56 | | | | | $ | 79.47 | | | | | $ | 86.29 | | |
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Proposal
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Required Vote
|
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Effects of Certain Actions
|
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| Option Care Health Proposal 1: Option Care Health Charter Amendment Proposal | | | Assuming a quorum is present at the Option Care Health Special Meeting, approval of the Option Care Health Charter Amendment Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Option Care Health Common Stock entitled to vote. | | | An abstention by any holder of Option Care Health Common Stock entitled to vote at the Option Care Health Special Meeting on the Option Care Health Charter Amendment Proposal, a failure to vote or a broker non-vote, if any, will have the same effect as a vote “AGAINST” the Option Care Health Charter Amendment Proposal. | |
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Proposal
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Required Vote
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Effects of Certain Actions
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| Option Care Health Proposal 2: Option Care Health Share Issuance Proposal | | | Assuming a quorum is present at the Option Care Health Special Meeting, approval of the Option Care Health Share Issuance Proposal requires the affirmative vote of a majority of the votes cast by holders of Option Care Health Common Stock entitled to vote. | | | The failure of any stockholder of Option Care Health to submit a signed proxy card, grant a proxy electronically over the internet or by telephone or to vote online during the Option Care Health Special Meeting will not have an effect on the outcome of the Option Care Health Share Issuance Proposal, provided that a quorum is otherwise present. An abstention by any holder of Option Care Health Common | |
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Proposal
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Required Vote
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Effects of Certain Actions
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| | | | | | | Stock entitled to vote at the Option Care Health Special Meeting on the Option Care Health Share Issuance Proposal and broker non-votes, if any, will have no effect on the Option Care Health Share Issuance Proposal. | |
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Proposal
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Required Vote
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Effects of Certain Actions
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| Option Care Health Proposal 3: Option Care Health Adjournment Proposal | | | Approval of the Option Care Health Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of the Option Care Health Common Stock present in person or represented by proxy at the Option Care Health Special Meeting. | | | The failure of any stockholder of Option Care Health to submit a signed proxy card, grant a proxy electronically over the internet or by telephone or to vote online during the Option Care Health Special Meeting will not have an effect on the outcome of the Option Care Health Adjournment Proposal. An abstention by any holder of Option Care Health Common Stock present or represented by proxy at the Option Care Health Special Meeting on the Option Care Health Adjournment Proposal will have the same effect as a vote “AGAINST” the Option Care Health Adjournment Proposal. Broker non-votes, if any, will have no effect on the Option Care Health Adjournment Proposal. | |
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Proposal
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Required Vote
|
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Effects of Certain Actions
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| Amedisys Proposal 1: Amedisys Merger Proposal | | | Approval requires the affirmative vote of the holders of a majority of all outstanding shares of Amedisys Common Stock entitled to vote thereon at the Amedisys Special Meeting | | | The failure to vote, the failure to instruct your brokerage firm, bank, dealer or other similar organization, trustee, or nominee to vote shares held in “street name” on the Amedisys Merger Proposal, an abstention from voting, or a broker non-vote, if any, will have the same effect as a vote “AGAINST” the Amedisys Merger Proposal. | |
| Amedisys Proposal 2: Amedisys Compensation Proposal | | | Approval requires the affirmative vote of a majority of the shares of Amedisys Common Stock present or represented by proxy at the Amedisys Special Meeting and entitled to vote thereon | | | Any shares not present or represented by proxy (including due to the failure of an Amedisys stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the Amedisys Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the Amedisys Compensation Proposal, provided that a quorum is otherwise present. An abstention by any shares present or represented by proxy on the Amedisys Compensation Proposal will have the same effect as a vote “AGAINST” the Amedisys Compensation Proposal. Broker non-votes, if any, will have no effect on the Amedisys Compensation Proposal | |
| Amedisys Proposal 3: Amedisys Adjournment Proposal | | | Approval requires the affirmative vote of a majority of the shares of Amedisys Common Stock present or represented by proxy at the Amedisys Special Meeting and entitled to vote thereon | | | Any shares not present or represented by proxy (including due to the failure of an Amedisys stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the Amedisys Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the Amedisys Adjournment Proposal. An abstention by any shares present or represented by proxy on the Amedisys Adjournment Proposal will have the same effect as a vote “AGAINST” the Amedisys Adjournment Proposal. Broker non-votes, if any, will have no effect on the Amedisys Adjournment Proposal. | |
Announcement Date
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Selected Transactions
|
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EV / LTM
Adjusted EBITDA |
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Acquiror
|
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Target
|
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April 2022 | | | Clayton, Dubilier & Rice | | | Kindred at Home Hospice and Personal Care | | |
12.0x
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March 2022 | | | UnitedHealth Group, Inc. | | | LHC Group, Inc. | | |
22.2x
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September 2020 | | |
Providence Service Corporation
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| | Simplura Health Group | | |
11.6x
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October 2018 | | | Amedisys, Inc. | | | Compassionate Care Hospice Group, Inc. | | |
12.6x
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November 2017 | | | LHC Group, Inc. | | | Almost Family, Inc. | | |
16.4x
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Last Closing Amedisys Share Price
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| | | $ | 77.26 | | |
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Reference Range
for Amedisys Valuation |
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Low
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High
|
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Financial Analyses | | | | | | | | | | | | | |
Discounted Cash Flow Analysis
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| | | $ | 66.00 | | | | | $ | 109.00 | | |
Selected Publicly Traded Companies Analyses: | | | | | | | | | | | | | |
2023E PF Adj. EBITDA
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| | | $ | 77.00 | | | | | $ | 99.00 | | |
2024E PF Adj. EBITDA
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| | | $ | 75.50 | | | | | $ | 90.25 | | |
For Informational Reference Purposes | | | | | | | | | | | | | |
Selected Precedent M&A Transactions
|
| | | $ | 71.00 | | | | | $ | 108.25 | | |
Historical Public M&A Premia
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| | | $ | 90.00 | | | | | $ | 100.25 | | |
Analyst Price Targets
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| | | $ | 72.00 | | | | | $ | 130.00 | | |
52 Week High/Low Stock Prices
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| | | $ | 69.37 | | | | | $ | 131.32 | | |
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Enterprise Value /
CY 2023E PF Adj. EBITDA |
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Enterprise Value /
CY 2024E PF Adj. EBITDA |
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Addus Homecare Corporation
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| | | | 14.7x | | | | | | 13.4x | | |
Aveanna Healthcare Holdings Inc.
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| | | | 14.7x | | | | | | 13.2x | | |
Chemed Corporation
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| | | | 18.7x | | | | | | 17.3x | | |
Enhabit, Inc.
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| | | | 10.1x | | | | | | 9.4x | | |
ModivCare, Inc.
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| | | | 8.6x | | | | | | 7.7x | | |
Statistical Summary | | | | | | | | | | | | | |
Median
|
| | | | 14.7x | | | | | | 13.2x | | |
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Last Closing Option Care Health Share Price
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| | | $ | 32.23 | | |
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Reference Range for
Option Care Health Valuation |
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Low
|
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High
|
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Financial Analysis | | | | ||||||||||
Discounted Cash Flow Analysis
|
| | | $ | 21.25 | | | | | $ | 36.50 | | |
For Informational Reference Purposes | | | | | | | | | | | | | |
Analyst Price Targets
|
| | | $ | 38.00 | | | | | $ | 41.00 | | |
52 Week High/Low Stock Prices
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| | | $ | 25.54 | | | | | $ | 35.87 | | |
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Exchange Ratio
|
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3.0213x (35.5% pro forma Amedisys ownership)
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Implied Exchange Ratio
(Pro Forma Amedisys Ownership) |
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Low
|
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High
|
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Financial Analysis | | | | | | | |
Discounted Cash Flow Analysis(1)
|
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1.8082x (25)%
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5.1294x (48)%
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For Informational Reference Purposes | | | | | | | |
Historical Public M&A Premia(2)
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2.7924x (34)%
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3.1105x (36)%
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Analyst Price Targets(3)
|
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1.7561x (24)%
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3.4211x (38)%
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52 Week High/Low Stock Prices(4)
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1.9338x (26)%
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5.1427x (48)%
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FY23E
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FY24E
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FY25E
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FY26E
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FY27E
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(in millions)
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Revenue
|
| | | $ | 4,363 | | | | | $ | 4,744 | | | | | $ | 5,164 | | | | | $ | 5,616 | | | | | $ | 6,110 | | |
Adjusted EBITDA(1)
|
| | | $ | 390 | | | | | $ | 444 | | | | | $ | 502 | | | | | $ | 566 | | | | | $ | 635 | | |
Unlevered Free Cash Flow(2)(3)
|
| | | $ | 218 | | | | | $ | 253 | | | | | $ | 290 | | | | | $ | 332 | | | | | $ | 378 | | |
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FY23E
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FY24E
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FY25E
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FY26E
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FY27E
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(in millions)
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Revenue
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| | | $ | 2,295 | | | | | $ | 2,428 | | | | | $ | 2,607 | | | | | $ | 2,824 | | | | | $ | 3,067 | | |
Adjusted EBITDA(1)
|
| | | $ | 262 | | | | | $ | 265 | | | | | $ | 284 | | | | | $ | 305 | | | | | $ | 340 | | |
Unlevered Free Cash Flow(2)(3)
|
| | | $ | 169 | | | | | $ | 165 | | | | | $ | 173 | | | | | $ | 183 | | | | | $ | 204 | | |
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FY23E
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FY24E
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FY25E
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FY26E
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FY27E
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(in millions)
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Net Adjusted EBITDA Impact of Revenue Synergies(1)
|
| | | $ | 0 | | | | | $ | 7 | | | | | $ | 17 | | | | | $ | 25 | | | | | $ | 25 | | |
Adjusted EBITDA Impact of Cost Synergies(1)
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| | | $ | 2 | | | | | $ | 12 | | | | | $ | 32 | | | | | $ | 47 | | | | | $ | 50 | | |
Cost to Achieve Synergies
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| | | $ | (3) | | | | | $ | (11) | | | | | $ | (15) | | | | | $ | (11) | | | | | $ | 0 | | |
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FY23E
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FY24E
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FY25E
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FY26E
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FY27E
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(in millions)
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Revenue
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| | | $ | 6,658 | | | | | $ | 7,245 | | | | | $ | 7,936 | | | | | $ | 8,687 | | | | | $ | 9,426 | | |
Adjusted EBITDA(1)
|
| | | $ | 654 | | | | | $ | 728 | | | | | $ | 834 | | | | | $ | 942 | | | | | $ | 1,050 | | |
Unlevered Free Cash Flow(2)(3)
|
| | | $ | 387 | | | | | $ | 423 | | | | | $ | 488 | | | | | $ | 559 | | | | | $ | 636 | | |
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For Fiscal Year Ending December 31,
|
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(dollars in millions)
|
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2023E
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2024E
|
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2025E
|
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2026E
|
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2027E
|
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Revenue
|
| | | $ | 2,291 | | | | | $ | 2,481 | | | | | $ | 2,759 | | | | | $ | 3,157 | | | | | $ | 3,576 | | |
Adjusted EBITDA(1)
|
| | | $ | 239 | | | | | $ | 249 | | | | | $ | 272 | | | | | $ | 295 | | | | | $ | 318 | | |
EBIT(2) | | | | $ | 216 | | | | | $ | 232 | | | | | $ | 254 | | | | | $ | 278 | | | | | $ | 300 | | |
NOPAT(3) | | | | $ | 158 | | | | | $ | 169 | | | | | $ | 185 | | | | | $ | 203 | | | | | $ | 219 | | |
Free Cash Flow(4)
|
| | | $ | 159 | | | | | $ | 187 | | | | | $ | 180 | | | | | $ | 183 | | | | | $ | 199 | | |
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For Fiscal Year Ending December 31,
|
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(dollars in millions)
|
| |
Q2-Q4
2023E |
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2024E
|
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2025E
|
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2026E
|
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2027E
|
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Revenue
|
| | | $ | 1,729 | | | | | $ | 2,435 | | | | | $ | 2,628 | | | | | $ | 2,845 | | | | | $ | 3,086 | | |
Adjusted EBITDA(1)
|
| | | $ | 187 | | | | | $ | 249 | | | | | $ | 272 | | | | | $ | 295 | | | | | $ | 318 | | |
EBIT(2) | | | | $ | 170 | | | | | $ | 232 | | | | | $ | 254 | | | | | $ | 278 | | | | | $ | 300 | | |
NOPAT(3) | | | | $ | 124 | | | | | $ | 169 | | | | | $ | 185 | | | | | $ | 203 | | | | | $ | 219 | | |
Free Cash Flow(4)
|
| | | $ | 147 | | | | | $ | 163 | | | | | $ | 172 | | | | | $ | 185 | | | | | $ | 198 | | |
| | |
For Fiscal Year Ending December 31,
|
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(dollars in millions)
|
| |
Q2-Q4
2023E |
| |
2024E
|
| |
2025E
|
| |
2026E
|
| |
2027E
|
| |||||||||||||||
Revenue
|
| | | $ | 3,332 | | | | | $ | 4,747 | | | | | $ | 5,164 | | | | | $ | 5,589 | | | | | $ | 6,024 | | |
Adjusted EBITDA(1)
|
| | | $ | 294 | | | | | $ | 424 | | | | | $ | 480 | | | | | $ | 520 | | | | | $ | 555 | | |
EBIT(2) | | | | $ | 246 | | | | | $ | 359 | | | | | $ | 415 | | | | | $ | 455 | | | | | $ | 490 | | |
NOPAT(3) | | | | $ | 177 | | | | | $ | 258 | | | | | $ | 299 | | | | | $ | 327 | | | | | $ | 353 | | |
Free Cash Flow(4)
|
| | | $ | 192 | | | | | $ | 227 | | | | | $ | 314 | | | | | $ | 339 | | | | | $ | 361 | | |
| | |
Historical as of
March 31, 2023 |
| |
Transaction Accounting Adjustments
|
| | | | |
Pro Forma
Combined |
| ||||||||||||||||||||||||
| | |
Option
Care Health |
| |
Amedisys
(as adjusted – see note 3) |
| |
Pro Forma
Adjustments |
| | | | |
Effects of
Debt Financing |
| | | | ||||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 297,776 | | | | | $ | 49,436 | | | | | $ | — | | | | | | | | $ | 65,111 | | | |
4A
|
| | | $ | 412,323 | | |
Restricted Cash
|
| | | | — | | | | | | 19,664 | | | | | | — | | | | | | | | | — | | | | | | | | | 19,664 | | |
Accounts receivable, net
|
| | | | 395,209 | | | | | | 294,122 | | | | | | — | | | | | | | | | — | | | | | | | | | 689,331 | | |
Inventories
|
| | | | 249,643 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 249,643 | | |
Prepaid expenses and other current assets
|
| | | | 86,908 | | | | | | 42,335 | | | | | | — | | | | | | | | | — | | | | | | | | | 129,243 | | |
Total current assets
|
| | | | 1,029,536 | | | | | | 405,557 | | | | | | — | | | | | | | | | 65,111 | | | | | | | | | 1,500,204 | | |
NONCURRENT ASSETS: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property and equipment, net
|
| | | | 105,571 | | | | | | 33,353 | | | | | | 16,803 | | | |
4B
|
| | | | — | | | | | | | | | 155,727 | | |
Operating lease right-of-use asset
|
| | | | 70,077 | | | | | | 85,211 | | | | | | — | | | |
4G
|
| | | | — | | | | | | | | | 155,288 | | |
Intangible assets, net
|
| | | | 21,677 | | | | | | 99,929 | | | | | | 712,871 | | | |
4C
|
| | | | — | | | | | | | | | 834,477 | | |
Referral sources, net
|
| | | | 334,001 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 334,001 | | |
Goodwill
|
| | | | 1,533,569 | | | | | | 1,244,679 | | | | | | 1,079,760 | | | |
4
|
| | | | — | | | | | | | | | 3,858,008 | | |
Other noncurrent assets
|
| | | | 35,971 | | | | | | 78,230 | | | | | | 35,819 | | | |
4K
|
| | | | — | | | | | | | | | 150,020 | | |
Total noncurrent assets
|
| | | | 2,100,866 | | | | | | 1,541,402 | | | | | | 1,845,253 | | | | | | | | | — | | | | | | | | | 5,487,521 | | |
TOTAL ASSETS
|
| | | $ | 3,130,402 | | | | | $ | 1,946,959 | | | | | $ | 1,845,253 | | | | | | | | $ | 65,111 | | | | | | | | $ | 6,987,725 | | |
LIABILITIES AND
STOCKHOLDERS’ EQUITY |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 448,890 | | | | | $ | 40,017 | | | | | $ | — | | | | | | | | $ | — | | | | | | | | $ | 488,907 | | |
Accrued compensation and employee benefits
|
| | | | 48,550 | | | | | | 122,723 | | | | | | — | | | | | | | | | — | | | | | | | | | 171,273 | | |
Accrued expenses and other current liabilities
|
| | | | 96,279 | | | | | | 137,899 | | | | | | 27,187 | | | |
4E
|
| | | | (464) | | | |
4D
|
| | | | 260,901 | | |
Current portion of operating lease liability
|
| | | | 18,847 | | | | | | 25,453 | | | | | | — | | | |
4G
|
| | | | — | | | | | | | | | 44,300 | | |
Current portion of long-term obligations
|
| | | | 6,000 | | | | | | 26,958 | | | | | | — | | | | | | | | | 431,825 | | | |
4F
|
| | | | 464,783 | | |
Total current liabilities
|
| | | | 618,566 | | | | | | 353,050 | | | | | | 27,187 | | | | | | | | | 431,361 | | | | | | | | | 1,430,164 | | |
NONCURRENT LIABILITIES:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Long-term obligations, net of discount, deferred financing costs and current portion
|
| | | | 1,057,787 | | | | | | 373,202 | | | | | | — | | | |
4F
|
| | | | (362,948) | | | |
4F
|
| | | | 1,068,041 | | |
Operating lease liability, net of current portion
|
| | | | 69,961 | | | | | | 59,826 | | | | | | — | | | |
4G
|
| | | | — | | | | | | | | | 129,787 | | |
Deferred income taxes
|
| | | | 30,780 | | | | | | 22,752 | | | | | | 162,007 | | | |
4H
|
| | | | | | | | | | | | | 215,539 | | |
Other noncurrent liabilities
|
| | | | 3,089 | | | | | | 4,781 | | | | | | — | | | | | | | | | — | | | | | | | | | 7,870 | | |
Total noncurrent liabilities
|
| | | | 1,161,617 | | | | | | 460,561 | | | | | | 162,007 | | | | | | | | | (362,948) | | | | | | | | | 1,421,237 | | |
Total liabilities
|
| | | | 1,780,183 | | | | | | 813,611 | | | | | | 189,194 | | | | | | | | | 68,413 | | | | | | | | | 2,851,401 | | |
| | |
Historical as of
March 31, 2023 |
| |
Transaction Accounting Adjustments
|
| | | | |
Pro Forma
Combined |
| ||||||||||||||||||||||||
| | |
Option
Care Health |
| |
Amedisys
(as adjusted – see note 3) |
| |
Pro Forma
Adjustments |
| | | | |
Effects of
Debt Financing |
| | | | ||||||||||||||||||
STOCKHOLDERS’ EQUITY: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | — | | |
Common stock
|
| | | | 18 | | | | | | 38 | | | | | | (28) | | | |
4I(a)
|
| | | | — | | | | | | | | | 28 | | |
Treasury stock
|
| | | | (78,138) | | | | | | (462,508) | | | | | | 462,508 | | | |
4I(d)
|
| | | | — | | | | | | | | | (78,138) | | |
Paid-in capital
|
| | | | 1,180,992 | | | | | | 758,669 | | | | | | 2,005,933 | | | |
4I(b)
|
| | | | | | | | | | | | | 3,945,594 | | |
Retained earnings
|
| | | | 229,631 | | | | | | 782,918 | | | | | | (833,402) | | | |
4I(c)
|
| | | | (3,302) | | | | | | | | | 175,845 | | |
Accumulated other comprehensive income
|
| | | | 17,716 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 17,716 | | |
Total stockholders’ equity
|
| | | | 1,350,219 | | | | | | 1,079,117 | | | | | | 1,635,011 | | | | | | | | | (3,302) | | | | | | | | | 4,061,045 | | |
Non-controlling interests
|
| | | | — | | | | | | 54,231 | | | | | | 21,048 | | | |
4J
|
| | | | — | | | | | | | | | 75,279 | | |
Total equity
|
| | | | 1,350,219 | | | | | | 1,133,348 | | | | | | 1,656,059 | | | | | | | | | (3,302) | | | | | | | | | 4,136,324 | | |
TOTAL LIABILITIES AND STOCKHOLDERS’
EQUITY |
| | | $ | 3,130,402 | | | | | $ | 1,946,959 | | | | | $ | 1,845,253 | | | | | | | | $ | 65,111 | | | | | | | | $ | 6,987,725 | | |
|
| | | | |
Transaction Accounting Adjustments
|
| | | | |
Pro Forma
Combined |
| | | | | | | |||||||||||||||||||||||||
| | |
Option
Care Health |
| |
Amedisys
(as adjusted – see note 3) |
| |
Pro Forma
Adjustments |
| | | | |
Effects of
Debt Financing |
| | | | | | | | | | ||||||||||||||||||
NET REVENUE
|
| | | $ | 3,944,735 | | | | | $ | 2,161,812 | | | | | | | | | | | | | | $ | — | | | | | | | | $ | 6,106,547 | | | | | | | | |
COST OF REVENUE
|
| | | | 3,077,817 | | | | | | 1,213,691 | | | | | | | | | | | | | | | — | | | | | | | | | 4,291,508 | | | | | | | | |
GROSS PROFIT
|
| | | | 866,918 | | | | | | 948,121 | | | | | | — | | | | | | | | | — | | | | | | | | | 1,815,039 | | | | | | | | |
OPERATING COSTS AND EXPENSES:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses
|
| | | | 566,122 | | | | | | 742,872 | | | | | | 31,675 | | | |
5C
|
| | | | — | | | | | | | | | 1,340,669 | | | | | | | | |
Depreciation and amortization
expense |
| | | | 60,565 | | | | | | 24,768 | | | | | | 28,653 | | | |
5A
|
| | | | — | | | | | | | | | 113,986 | | | | | | | | |
Impairment charge
|
| | | | — | | | | | | 3,009 | | | | | | — | | | | | | | | | — | | | | | | | | | 3,009 | | | | | | | | |
Total operating expenses
|
| | | | 626,687 | | | | | | 770,649 | | | | | | 60,328 | | | | | | | | | — | | | | | | | | | 1,457,664 | | | | | | | | |
OPERATING INCOME
|
| | | | 240,231 | | | | | | 177,472 | | | | | | (60,328) | | | | | | | | | — | | | | | | | | | 357,375 | | | | | | | | |
OTHER INCOME (EXPENSE):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net
|
| | | | (53,806) | | | | | | (22,050) | | | | | | — | | | | | | | | | (34,972) | | | |
5B
|
| | | | (110,828) | | | | | | | | |
Equity in earnings (loss) of joint ventures
|
| | | | 5,125 | | | | | | (45) | | | | | | — | | | | | | | | | — | | | | | | | | | 5,080 | | | | | | | | |
Other, net
|
| | | | 14,218 | | | | | | 1,567 | | | | | | — | | | | | | | | | — | | | | | | | | | 15,785 | | | | | | | | |
Total other expense
|
| | | | (34,463) | | | | | | (20,528) | | | | | | — | | | | | | | | | (34,972) | | | | | | | | | (89,963) | | | | | | | | |
INCOME BEFORE INCOME TAXES
|
| | | | 205,768 | | | | | | 156,944 | | | | | | (60,328) | | | | | | | | | (34,972) | | | | | | | | | 267,412 | | | | | | | | |
INCOME TAX EXPENSE
|
| | | | 55,212 | | | | | | 42,545 | | | | | | (16,862) | | | |
5D
|
| | | | (9,268) | | | | | | | | | 71,627 | | | | | | | | |
NET INCOME
|
| | | $ | 150,556 | | | | | $ | 114,399 | | | | | $ | (43,466) | | | | | | | | $ | (25,704) | | | | | | | | $ | 195,785 | | | | | | | | |
Net loss attributable to non-controlling interests
|
| | | | — | | | | | | 910 | | | | | | — | | | | | | | | | — | | | | | | | | | 910 | | | | | | | | |
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
| | | $ | 150,556 | | | | | $ | 115,309 | | | | | $ | (43,466) | | | | | | | | $ | (25,704) | | | | | | | | $ | 196,695 | | | | | | | | |
EARNINGS PER COMMON SHARE:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings per share, basic
|
| | | $ | 0.83 | | | | | $ | 3.55 | | | | | | | | | |
|
| | | | | | | | | | | | $ | 0.70 | | | | |
|
6
|
| |
Earnings per share, diluted
|
| | | $ | 0.83 | | | | | $ | 3.53 | | | | | | | | | | | | | | | | | | | | | | | $ | 0.70 | | | | |
|
6
|
| |
Weighted average common shares
outstanding, basic |
| | | | 181,105 | | | | | | 32,517 | | | | | | | | | |
|
| | | | | | | | | | | | | 279,554 | | | | |
|
6
|
| |
Weighted average common shares
outstanding, diluted |
| | | | 182,075 | | | | | | 32,653 | | | | | | | | | |
|
| | | | | | | | | | | | | 280,711 | | | | |
|
6
|
| |
| | | | |
Transaction Accounting Adjustments
|
| | | | |
Pro Forma
Combined |
| | | | | | | |||||||||||||||||||||||||
| | |
Option
Care Health |
| |
Amedisys
(as adjusted – see note 3) |
| |
Pro Forma
Adjustments |
| | | | |
Effects of
Debt Financing |
| | | | | | | | | | ||||||||||||||||||
NET REVENUE
|
| | | $ | 1,015,848 | | | | | $ | 541,425 | | | | | | | | | | | | | | $ | — | | | | | | | | $ | 1,557,273 | | | | | | | | |
COST OF REVENUE
|
| | | | 786,843 | | | | | | 303,912 | | | | | | | | | | | | | | | — | | | | | | | | | 1,090,755 | | | | | | | | |
GROSS PROFIT
|
| | | | 229,005 | | | | | | 237,513 | | | | | | — | | | | | | | | | — | | | | | | | | | 466,518 | | | | | | | | |
OPERATING COSTS AND EXPENSES:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses
|
| | | | 147,866 | | | | | | 191,669 | | | | | | 1,533 | | | |
5C
|
| | | | — | | | | | | | | | 341,068 | | | | | | | | |
Depreciation and amortization
expense |
| | | | 14,514 | | | | | | 4,406 | | | | | | 7,163 | | | |
5A
|
| | | | — | | | | | | | | | 26,083 | | | | | | | | |
Total operating expenses
|
| | | | 162,380 | | | | | | 196,075 | | | | | | 8,696 | | | | | | | | | — | | | | | | | | | 367,151 | | | | | | | | |
OPERATING INCOME
|
| | | | 66,625 | | | | | | 41,438 | | | | | | (8,696) | | | | | | | | | — | | | | | | | | | 99,367 | | | | | | | | |
OTHER INCOME (EXPENSE):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net
|
| | | | (13,834) | | | | | | (7,111) | | | | | | — | | | | | | | | | (9,051) | | | |
5B
|
| | | | (29,996) | | | | | | | | |
Equity in earnings (loss) of joint ventures
|
| | | | 1,437 | | | | | | 123 | | | | | | — | | | | | | | | | — | | | | | | | | | 1,560 | | | | | | | | |
Other, net
|
| | | | 1 | | | | | | (682) | | | | | | — | | | | | | | | | — | | | | | | | | | (681) | | | | | | | | |
Total other expense
|
| | | | (12,396) | | | | | | (7,670) | | | | | | — | | | | | | | | | (9,051) | | | | | | | | | (29,117) | | | | | | | | |
INCOME BEFORE INCOME TAXES
|
| | | | 54,229 | | | | | | 33,768 | | | | | | (8,696) | | | | | | | | | (9,051) | | | | | | | | | 70,250 | | | | | | | | |
INCOME TAX EXPENSE
|
| | | | 15,021 | | | | | | 9,800 | | | | | | (1,975) | | | |
5D
|
| | | | (2,399) | | | | | | | | | 20,447 | | | | | | | | |
NET INCOME
|
| | | $ | 39,208 | | | | | $ | 23,968 | | | | | $ | (6,721) | | | | | | | | $ | (6,652) | | | | | | | | $ | 49,803 | | | | | | | | |
Net loss attributable to non-controlling interests
|
| | | | — | | | | | | 337 | | | | | | — | | | | | | | | | — | | | | | | | | | 337 | | | | | | | | |
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
| | | $ | 39,208 | | | | | $ | 24,305 | | | | | $ | (6,721) | | | | | | | | $ | (6,652) | | | | | | | | $ | 50,140 | | | | | | | | |
EARNINGS PER COMMON SHARE:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings per share, basic
|
| | | $ | 0.22 | | | | | $ | 0.75 | | | | | | | | | |
|
| | | | | | | | | | | | $ | 0.18 | | | | |
|
6
|
| |
Earnings per share, diluted
|
| | | $ | 0.21 | | | | | $ | 0.74 | | | | | | | | | |
|
| | | | | | | | | | | | $ | 0.18 | | | | |
|
6
|
| |
Weighted average common shares
outstanding, basic |
| | | | 181,262 | | | | | | 32,558 | | | | | | | | | |
|
| | | | — | | | | | | | | | 279,711 | | | | |
|
6
|
| |
Weighted average common shares
outstanding, diluted |
| | | | 182,735 | | | | | | 32,643 | | | | | | | | | |
|
| | | | — | | | | | | | | | 281,331 | | | | |
|
6
|
| |
Historical Amedisys Presentation
|
| |
Option Care Health
Line Item |
| |
Historical
Amedisys |
| |
Reclassification
|
| |
Historical
Amedisys Adjusted |
| |||||||||
Prepaid expenses
|
| |
Prepaid expenses and other
current assets |
| | | $ | 18,754 | | | | | $ | 23,581 | | | | | $ | 42,335 | | |
Other current assets
|
| | | | | | | 23,581 | | | | | | (23,581) | | | | | | | | |
Historical Amedisys Line Item
|
| |
Historical Option Care Health Line Item
|
| |
Pro Forma Line Item
|
|
Patient accounts receivable | | | Accounts receivable, net | | | Accounts receivable, net | |
Other assets | | | Other noncurrent assets | | | Other noncurrent assets | |
Payroll and employee benefits | | | Accrued compensation and employee benefits | | | Accrued compensation and employee benefits | |
Accrued expenses | | | Accrued expenses and other current liabilities | | | Accrued expenses and other current liabilities | |
Current portion of long-term obligations | | | Current portion of long-term debt | | | Current portion of long-term obligations | |
Long-term obligations, less current portion | | | Long-term debt, net of discount, deferred financing costs and current portion | | | Long-term obligations, net of discount, deferred financing costs and current portion | |
Other long-term obligations | | | Other noncurrent liabilities | | | Other noncurrent liabilities | |
Historical Amedisys Presentation
|
| |
Option Care
Health Line Item |
| |
Historical
Amedisys |
| |
Reclassification
|
| |
Personal Care
Business Disposal(1) |
| |
Historical
Amedisys Adjusted(2) |
| ||||||||||||
Net service revenue
|
| | Net revenue | | | | $ | 2,223,199 | | | | | $ | — | | | | | | (61,387) | | | | | $ | 2,161,812 | | |
Cost of service, excluding depreciation and
amortization |
| | Cost of revenue | | | | | 1,260,425 | | | | | | — | | | | | | (46,734) | | | | | | 1,213,691 | | |
Salaries and benefits
|
| | Selling, general and administrative expenses | | | | | 508,791 | | | | | | 245,267 | | | | | | (11,186) | | | | | | 742,872 | | |
Non-cash compensation
|
| | | | | | | 16,560 | | | | | | (16,560) | | | | | | | | | | | | — | | |
Other
|
| | | | | | | 228,707 | | | | | | (228,707) | | | | | | | | | | | | — | | |
Interest expense
|
| | Interest expense, net | | | | | (22,228) | | | | | | 178 | | | | | | | | | | | | (22,050) | | |
Interest income
|
| | | | | | | 178 | | | | | | (178) | | | | | | | | | | | | — | | |
Depreciation and amortization
|
| | Depreciation and amortization expense | | | | | 24,935 | | | | | | — | | | | | | (167) | | | | | | 24,768 | | |
Historical Amedisys Presentation
|
| |
Option Care Health
Line Item |
| |
Historical
Amedisys |
| |
Reclassification
|
| |
Personal Care
Business Disposal(1) |
| |
Historical
Amedisys Adjusted(2) |
| ||||||||||||
Net service revenue
|
| | Net revenue | | | | $ | 556,389 | | | | | $ | — | | | | | | (14,964) | | | | | $ | 541,425 | | |
Cost of service, inclusive of depreciation
|
| | Cost of revenue | | | | | 315,010 | | | | | | — | | | | | | (11,098) | | | | | | 303,912 | | |
Salaries and benefits
|
| | Selling, general and administrative expenses | | | | | 126,339 | | | | | | 68,218 | | | | | | (2,888) | | | | | | 191,669 | | |
Non-cash compensation
|
| | | | | | | 3,273 | | | | | | (3,273) | | | | | | | | | | | | — | | |
Other
|
| | | | | | | 64,945 | | | | | | (64,945) | | | | | | | | | | | | — | | |
Interest expense
|
| | Interest expense, net | | | | | (7,517) | | | | | | 406 | | | | | | | | | | | | (7,111) | | |
Interest income
|
| | | | | | | 406 | | | | | | (406) | | | | | | | | | | | | — | | |
Depreciation and amortization
|
| | Depreciation and amortization expense | | | | | 4,443 | | | | | | — | | | | | | (37) | | | | | | 4,406 | | |
| | |
Preliminary
Amounts (in thousands) |
| |||
Number of Amedisys common shares outstanding as of the date of the Merger Agreement
|
| | | | 32,585 | | |
Exchange Ratio
|
| | | | 3.0213 | | |
Total shares of Amedisys common stock to be issued at closing of the Merger
|
| | | | 98,449 | | |
Option Care Health share price as of May 22, 2023
|
| | | $ | 28.11 | | |
Preliminary estimate of fair value of common shares
|
| | | $ | 2,767,401 | | |
Preliminary estimate of fair value of share-based instruments consideration
|
| | | | 23,350 | | |
Repayment of Amedisys Debt
|
| | | | 383,589 | | |
Amedisys Cash
|
| | | $ | (49,436) | | |
Fair value of total estimated purchase consideration transferred
|
| | | $ | 3,124,904 | | |
| | |
Amounts as of the
Transaction Date (in thousands) |
| |||
Book value of Amedisys net assets acquired at March 31, 2023
|
| | | $ | 1,079,117 | | |
Legacy Amedisys goodwill not acquired in the Merger
|
| | | | (1,244,679) | | |
Book value of Amedisys net assets acquired at March 31, 2023
|
| | | | (165,562) | | |
Adjustments to reflect preliminary fair value of assets acquired and liabilities assumed:
|
| | | | | | |
Property and equipment, net (see Note 4B)
|
| | | | 16,803 | | |
Intangibles, net (see Note 4C)
|
| | | | 712,871 | | |
Long-term debt (see Note 4F)
|
| | | | 383,589 | | |
Deferred income taxes (see Note 4H)
|
| | | | (162,007) | | |
| | |
Amounts as of the
Transaction Date (in thousands) |
| |||
Leases (see Note 4G)
|
| | | | — | | |
Non-controlling interests (see Note 4J)
|
| | | | (21,048) | | |
Equity method investments (see Note 4K)
|
| | | | 35,819 | | |
Fair value of Amedisys net assets acquired as of March 31, 2023
|
| | | | 800,465 | | |
Goodwill | | | | | 2,324,439 | | |
Fair value of total estimated consideration transferred
|
| | | $ | 3,124,904 | | |
Remove legacy Amedisys goodwill not acquired in the Merger
|
| | | $ | (1,244,679) | | |
Record goodwill from the Merger
|
| | | | 2,324,439 | | |
Net pro forma adjustment to goodwill
|
| | | $ | 1,079,760 | | |
|
Share price sensitivity analysis (in thousands)
|
| |
20% increase in
Option Care Health share price |
| |
20% decrease in
Option Care Health share price |
| ||||||
Preliminary fair value of purchase consideration
|
| | | $ | 3,683,054 | | | | | $ | 2,566,762 | | |
Preliminary goodwill from the Merger
|
| | | $ | 2,882,589 | | | | | $ | 1,776,297 | | |
| | |
Amount
(in thousands) |
| |||
Combined historical cash balance at March 31, 2023
|
| | | | 347,212 | | |
Effects of debt financing: | | | | | | | |
Proceeds from debt financing, net of debt issuance costs(1)
|
| | | | 448,700 | | |
Pay-down of existing Amedisys debt(2)
|
| | | | (383,589) | | |
Total effects of debt financing
|
| | | | 65,111 | | |
Total pro forma combined cash and cash equivalents(3)
|
| | | $ | 412,323 | | |
(in thousands)
|
| |
Estimated
Remaining Useful Life |
| |
Amedisys
Historical Carrying Value |
| |
Estimated Fair
Value Adjustment |
| | | | | |||||||||||||||||
Property and equipment
|
| | | | 2 – 7 years | | | | | $ | 33,353 | | | | | $ | 16,803 | | | | | $ | 5,786 | | | | | $ | 1,447 | | |
(in thousands)
|
| |
Estimated
Remaining Useful Life |
| |
Amedisys
Historical Carrying Value |
| |
Estimated
Fair Value Adjustment |
| | | | | ||||||||||||||
Certificates of Need
|
| |
Indefinite
|
| | | $ | 19,375 | | | | | $ | 32,125 | | | | | $ | — | | | | | $ | — | | |
Medicare Licenses
|
| |
Indefinite
|
| | | | 27,257 | | | | | | 170,643 | | | | | | — | | | | | | — | | |
Trade names
|
| |
30 – 35 years
|
| | | | 35,670 | | | | | | 468,430 | | | | | | 14,413 | | | | | | 3,603 | | |
Technology
|
| |
7 years
|
| | | | 16,594 | | | | | | (2,094) | | | | | | (299) | | | | | | (75) | | |
Non-compete agreements
|
| |
5 years
|
| | | | 1,033 | | | | | | 43,767 | | | | | | 8,753 | | | | | | 2,188 | | |
Total | | | | | | | $ | 99,929 | | | | | $ | 712,871 | | | | | $ | 22,867 | | | | | $ | 5,716 | | |
(in thousands)
|
| |
Current
Portion |
| |
Long
Term |
| ||||||
Issuance of new debt: | | | | | | | | | | | | | |
Bridge loan financing(1)
|
| | | $ | 450,000 | | | | | $ | — | | |
Deferred debt issuance cost(2)
|
| | | | (1,300) | | | | | | — | | |
Pro forma adjustments for new issuance
|
| | | | 448,700 | | | | | | — | | |
Pay down of existing Amedisys debt: | | | | | | | | | | | | | |
Carrying value as of March 31, 2023
|
| | | | (16,875) | | | | | | (366,250) | | |
Unamortized discount and debt issuance costs(3)
|
| | | | | | | | | | 3,302 | | |
Pro forma adjustments for pay down of existing debt
|
| | | | (16,875) | | | | | | (362,948) | | |
Total pro forma adjustments to debt
|
| | | $ | 431,825 | | | | | $ | (362,948) | | |
(in thousands)
|
| |
Option Care
Health |
| |
Amedisys
|
| |
Adjustments
for Changes in Fair Value |
| |
Adjustments
for Other |
| |
Pro Forma
Combined |
| |||||||||||||||
Components of deferred taxes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Compensation and benefits
|
| | | $ | 3,927 | | | | | $ | 29,918 | | | | | $ | — | | | | | $ | — | | | | | $ | 33,845 | | |
Interest limitation carryforward
|
| | | | 27,804 | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,804 | | |
Operating lease liability
|
| | | | 22,706 | | | | | | 27,455 | | | | | | — | | | | | | — | | | | | | 50,161 | | |
Net operating losses
|
| | | | 59,401 | | | | | | 11,472 | | | | | | — | | | | | | — | | | | | | 70,873 | | |
Other(1) | | | | | 12,713 | | | | | | 7,780 | | | | | | — | | | | | | 3,481 | | | | | | 23,974 | | |
Deferred tax assets before valuation allowance
|
| | | | 126,551 | | | | | | 76,625 | | | | | | — | | | | | | 3,481 | | | | | | 206,657 | | |
Accelerated depreciation(2)
|
| | | | (10,464) | | | | | | (6,702) | | | | | | (6,177) | | | | | | — | | | | | | (23,343) | | |
Operating lease right-of-use asset
|
| | | | (18,030) | | | | | | (27,437) | | | | | | — | | | | | | — | | | | | | (45,467) | | |
Goodwill and intangibles(2)
|
| | | | (103,256) | | | | | | (49,183) | | | | | | (149,819) | | | | | | — | | | | | | (302,258) | | |
Investment in partnerships(2)
|
| | | | — | | | | | | (10,108) | | | | | | (9,493) | | | | | | — | | | | | | (19,601) | | |
Other | | | | | (12,525) | | | | | | (720) | | | | | | — | | | | | | — | | | | | | (13,245) | | |
Deferred tax liabilities
|
| | | | (144,275) | | | | | | (94,150) | | | | | | (165,488) | | | | | | — | | | | | | (403,913) | | |
Less: valuation allowance
|
| | | | (13,056) | | | | | | (5,227) | | | | | | — | | | | | | — | | | | | | (18,283) | | |
Net deferred tax liabilities
|
| | | $ | (30,780) | | | | | $ | (22,752) | | | | | $ | (165,488) | | | | | $ | 3,481 | | | | | $ | (215,539) | | |
| | |
Amount
(in thousands) |
| |||
Common shares issued to Amedisys shareholders at time of Merger
|
| | | $ | 98,449 | | |
Par value per common share
|
| | | | 0.0001 | | |
Total par value of shares issued to Amedisys shareholders at time of Merger
|
| | | $ | 10 | | |
Elimination of Amedisys historical par value
|
| | | $ | (38) | | |
Total pro forma Merger adjustments
|
| | | $ | (28) | | |
| | |
Amount
(in thousands) |
| |||
Consideration transferred, net of retired debt and accrued interest
|
| | | $ | 2,741,315 | | |
Elimination of Amedisys historical additional paid-in capital
|
| | | | (758,669) | | |
Par value common stock issued to Amedisys at time of Merger
|
| | | | (10) | | |
Equity award adjustment(1)
|
| | | | 23,297 | | |
Total pro forma Merger adjustments
|
| | | $ | 2,005,933 | | |
| | |
Amount
(in thousands) |
| |||
Pro forma merger adjustments: | | | | | | | |
Elimination of historical Amedisys retained earnings and unamortized debt issuance
costs related to retired debt |
| | | $ | (782,918) | | |
Unamortized deferred debt financing costs
|
| | | | (3,302) | | |
Estimated transaction costs incurred in conjunction with the Merger
|
| | | | (27,187) | | |
Equity award adjustment(1)
|
| | | | (23,297) | | |
Total transaction accounting adjustments
|
| | | $ | (836,704) | | |
(in thousands)
|
| | | | | ||||||||
Elimination of Amedisys’ historical expense(1)
|
| | | $ | (16,712) | | | | | $ | (6,959) | | |
Interest on bridge loan financing(2)
|
| | | | 37,144 | | | | | | 10,125 | | |
Duration fees(3)
|
| | | | 13,500 | | | | | | 5,625 | | |
Amortization of debt issuance costs(4)
|
| | | | 1,040 | | | | | | 260 | | |
Total pro forma interest expense adjustment
|
| | | $ | 34,972 | | | | | $ | 9,051 | | |
(in thousands)
|
| | | | | ||||||||
Historical weighted average Option Care Health shares outstanding – basic
|
| | | | 181,105 | | | | | | 181,262 | | |
Adjusted for:
|
| | | | | | | | | | | | |
Incremental Amedisys shares outstanding as if the Merger occurred on January 1, 2022(1)
|
| | | | 98,449 | | | | | | 98,449 | | |
Weighted average combined shares outstanding – basic
|
| | |
|
279,554
|
| | | |
|
279,711
|
| |
Pro forma net income attributable to common shareholders – basic
|
| | | | 196,695 | | | | | | 50,140 | | |
Pro forma earnings per common share – basic
|
| | | $ | 0.70 | | | | | $ | 0.18 | | |
(in thousands)
|
| | | | | ||||||||
Historical weighted average Option Care Health shares outstanding – diluted
|
| | | | 182,075 | | | | | | 182,735 | | |
Adjusted for:
|
| | | | | | | | | | | | |
Incremental Amedisys shares outstanding as if the Merger occurred on January 1, 2022(1)
|
| | | | 98,449 | | | | | | 98,449 | | |
Dilutive impact of replacement shared based payment awards
|
| | | | 187 | | | | | | 147 | | |
Weighted average combined shares outstanding – diluted
|
| | |
|
280,711
|
| | | |
|
281,331
|
| |
Pro forma net income attributable to common shareholders – diluted
|
| | | | 196,695 | | | | | | 50,140 | | |
Pro forma earnings per common share – diluted
|
| | | $ | 0.70 | | | | | $ | 0.18 | | |
Name
|
| |
Total Shares
of Amedisys Common Stock (#) |
| |
Total Estimated
Value ($) |
| ||||||
Directors | | | | | | | | | | | | | |
Vickie L. Capps(1)
|
| | | | 6,450 | | | | | | 504,196.50 | | |
Molly J. Coye(1)
|
| | | | 5,450 | | | | | | 426,026.50 | | |
Julie D. Klapstein(1)
|
| | | | 12,663 | | | | | | 989,866.71 | | |
Teresa L. Kline(1)
|
| | | | 6,450 | | | | | | 504,196.50 | | |
Bruce D. Perkins(1)
|
| | | | 20,729 | | | | | | 1,620,385.93 | | |
Jeffrey A. Rideout(1)
|
| | | | 5,967 | | | | | | 466,440.39 | | |
Ivanetta Davis Samuels(1)
|
| | | | 4,232 | | | | | | 330,815.44 | | |
Executive Officers | | | | | | | | | | | | | |
| | | | — | | | | | | — | | | |
Paul Kusserow(2)
|
| | | | 516,979 | | | | | | 40,412,248.43 | | |
Scott B. Ginn(3)
|
| | | | 35,058 | | | | | | 2,740,483.86 | | |
Nicholas Muscato(4)
|
| | | | 2,883 | | | | | | 225,364.11 | | |
Michael P. North(5)
|
| | | | 4,704 | | | | | | 367,711.68 | | |
Denise Bohnert(6)
|
| | | | 9,909 | | | | | | 774,586.53 | | |
Christopher T. Gerard
|
| | | | 41,898 | | | | | | 3,275,166.66 | | |
David L. Kemmerly
|
| | | | 16,336 | | | | | | 1,276,985.12 | | |
Adam Holton
|
| | | | — | | | | | | — | | |
Named Executive Officer
|
| |
Cash ($)(1)
|
| |
Equity ($)(2)
|
| |
Tax
Reimbursement ($)(3) |
| |
Other
($)(4) |
| |
Total ($)
|
| |||||||||||||||
| | | | 6,419,178 | | | | | | 8,008,965 | | | | | | 6,513,231 | | | | | | — | | | | | | 20,941,374 | | | |
Paul Kusserow(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Scott B. Ginn
|
| | | | 2,982,945 | | | | | | 1,738,277 | | | | | | — | | | | | | — | | | | | | 4,721,222 | | |
Nicholas Muscato
|
| | | | 1,525,753 | | | | | | 684,782 | | | | | | — | | | | | | 250,000 | | | | | | 2,460,535 | | |
Michael P. North
|
| | | | 1,621,113 | | | | | | 448,709 | | | | | | — | | | | | | — | | | | | | 2,069,822 | | |
Denise Bohnert
|
| | | | 1,525,753 | | | | | | 315,494 | | | | | | — | | | | | | 150,000 | | | | | | 1,991,247 | | |
Christopher T. Gerard(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
David L. Kemmerly(7)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Named Executive Officer
|
| |
Base
Salary ($) |
| |
Bonus ($)
|
| |
Cash
Severance Multiplier |
| |
Prorated
Bonus |
| |
Total ($)
|
| |||||||||||||||
| | | | 1,000,000 | | | | | | 1,000,000 | | | | | | 3.0 | | | | | | 419,178 | | | | | | 6,419,178 | | | |
Paul Kusserow
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Scott B. Ginn
|
| | | | 675,000 | | | | | | 675,000 | | | | | | 2.0 | | | | | | 282,945 | | | | | | 2,982,945 | | |
Nicholas Muscato
|
| | | | 400,000 | | | | | | 300,000 | | | | | | 2.0 | | | | | | 125,753 | | | | | | 1,525,753 | | |
Michael P. North
|
| | | | 425,000 | | | | | | 318,750 | | | | | | 2.0 | | | | | | 133,613 | | | | | | 1,621,113 | | |
Denise Bohnert
|
| | | | 400,000 | | | | | | 300,000 | | | | | | 2.0 | | | | | | 125,753 | | | | | | 1,525,753 | | |
Christopher T. Gerard
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
David L. Kemmerly
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Named Executive Officer
|
| |
Unvested Amedisys
RSU Awards ($) |
| |
Unvested
Amedisys PSU Awards ($) |
| |
Unvested
Amedisys Option Awards ($) |
| |
Total ($)
|
| ||||||||||||
| | | | 663,955 | | | | | | 7,345,010 | | | | | | — | | | | | | 8,008,965 | | | |
Paul Kusserow
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Scott B. Ginn
|
| | | | 1,088,916 | | | | | | 649,361 | | | | | | — | | | | | | 1,738,277 | | |
Nicholas Muscato
|
| | | | 470,025 | | | | | | 214,757 | | | | | | — | | | | | | 684,782 | | |
Michael P. North
|
| | | | 122,154 | | | | | | 326,555 | | | | | | — | | | | | | 448,709 | | |
Denise Bohnert
|
| | | | 98,217 | | | | | | 217,277 | | | | | | — | | | | | | 315,494 | | |
Christopher T. Gerard
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
David L. Kemmerly
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Option Care Health Stockholders
|
| |
Amedisys Stockholders
|
|
|
Authorized Capital Stock
|
| |||
|
The authorized capital stock of Option Care Health consists of (i) 250,000,000 shares of Option Care Health Common Stock and (ii) 12,500,000 shares of preferred stock, par value $0.0001 per share. If the Option Care Health Charter Amendment Proposal is adopted, the authorized capital stock of Option Care Health will consist of (i) 500,000,000 shares of Option Care Health Common Stock and (ii) 12,500,000 shares of preferred stock, par value $0.0001 per share.
As of , 2023, there were outstanding (i) shares of Option Care Health Common Stock, and (ii) no shares of Option Care Health preferred stock.
|
| |
The authorized capital stock of Amedisys consists of (i) 60,000,000 shares of Amedisys Common Stock and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share.
As of , 2023, there were outstanding (i) shares of Amedisys Common Stock and (ii) no shares of Amedisys preferred stock.
|
|
|
Rights of Preferred Stock
|
| |||
| The Option Care Health Board is authorized to provide, by resolution or resolutions, for the issuance of shares of preferred stock in one or more series, and with respect to each series, to establish the number of shares to be included in each such series, and to fix the voting powers (if any), designations, powers, preferences, and relative, participating, optional or other special rights, if any, of the shares of each such series, and any qualifications, limitations or restrictions thereof. | | | The Amedisys Board is authorized to issue preferred stock in one or more series and to fix the designations, powers, preferences, and rights, as well as the qualifications, limitations, or restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences. | |
|
Option Care Health Stockholders
|
| |
Amedisys Stockholders
|
|
|
Voting Rights
|
| |||
|
Holders of shares of Option Care Health Common Stock are entitled to one vote for each share held by such holder as of the applicable record date on all matters voted upon by the stockholders of Option Care Health; provided, however, that except as otherwise required by law, holders of Option Care Health Common Stock, as such, are not entitled to vote on any amendment to the Option Care Health Charter (including any certificate of designations relating to any series of preferred stock) that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote as a separate class thereon pursuant to the Option Care Health Charter (including any certificate of designation relating to any series of preferred stock) or pursuant to the DGCL.
Stockholders may act by the affirmative vote of a majority of the voting power of voting stock present and entitled to vote at a meeting of the stockholders of Option Care Health, except as otherwise specified in the Option Care Health Charter or bylaws. Such exceptions include:
•
the election of directors, which will require a plurality vote;
•
the removal of directors with or without cause, which will require the affirmative vote of at least 662∕3% of the voting power of the then outstanding voting stock;
•
any amendment to Article EIGHT of the Option Care Health Charter, covering matters relating to directors’ and officers’ duties with respect to corporate opportunities, which will require the affirmative vote of holders of at least 80% of the voting power of the then-outstanding voting stock;
•
any amendment to the bylaws, which will require the affirmative vote of holders of at least 662∕3% of the voting power of the then-outstanding voting stock; and
•
any amendment to Article FIVE (governing the election and removal of directors), Article SIX (governing limitations on liability of directors), Article SEVEN (governing actions by written consent of the Option Care Health stockholders and special meetings of the Option Care Health stockholders), Article NINE (governing amendments to Option Care Health’s certificate
|
| |
Holders of shares of Amedisys Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders.
The Amedisys bylaws provide that in all matters other than the election of directors, when a quorum is present, the affirmative vote of the holders of a majority of the voting power represented by the shares present in person or represented by proxy and entitled to vote on such matter shall be the act of the stockholders, except as required by the DGCL or by the Amedisys charter or bylaws. The Amedisys bylaws provide that, subject to the rights of any series of preferred stock to elect directors under specific circumstances, elections of directors will require a plurality of the votes cast at a meeting of the stockholders at which directors are to be elected.
The Amedisys charter provides that except as otherwise provided by law or in the resolution or resolutions of the Amedisys Board providing for the issuance of any particular series of preferred stock, the holders of Amedisys Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes except that, with respect to any amendment of any provision of the charter which consists of a series designation, or portion thereof, for any series of preferred stock, the holders of Amedisys Common Stock shall not be entitled to any vote. Except as otherwise provided by law or in the resolution or resolutions of the Amedisys Board providing for the issuance of any particular series of preferred stock, the holders of Amedisys Common Stock and any other capital stock of the corporation at the time entitled thereto shall vote together as one class.
|
|
|
Option Care Health Stockholders
|
| |
Amedisys Stockholders
|
|
|
of incorporation and bylaws) and ARTICLE TEN (governing forum selection) of the Option Care Health Charter, which will require the affirmative vote of at least 662∕3% of the voting power of the then-outstanding voting stock.
|
| | | |
|
Quorum
|
| |||
| The holders of a majority of the stock issued and outstanding and entitled to vote at a meeting of Option Care Health’s stockholders constitutes a quorum at all meetings of the stockholders. | | | The Amedisys bylaws provide that, at any meeting of the stockholders, the holders of a majority of the voting power of the outstanding shares of Amedisys entitled to vote generally in the election of directors, represented in person or by proxy, will constitute a quorum for all purposes, except (i) as otherwise provided by the Amedisys charter and (ii) when specified business is to be voted on separately by a class or series of stock voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. | |
|
Number and Term of Directors
|
| |||
| The number of directors which shall constitute the Option Care Health Board shall be fixed from time to time exclusively by resolution of the Option Care Health Board. At each annual meeting of stockholders, each director shall be elected to hold office until the next annual meeting and until his or her successor shall be elected and qualified or until his or her earlier death, disqualification, resignation or removal. | | |
The Amedisys bylaws and charter provide that the number of directors cannot be less than three or more than 15 directors. The exact number of directors may be determined from time to time exclusively by resolution of the Amedisys Board. The Amedisys bylaws provide that at each annual meeting of stockholders, each director shall be elected to hold office until the next annual meeting and until his or her successor shall be elected and qualified.
|
|
|
Election of Directors
|
| |||
| The Option Care Health Charter provides that directors shall be elected by a plurality of the votes cast at an election of directors. | | |
The Amedisys bylaws provide that, subject to the rights of the holders of any series of preferred stock to elect directors under specified circumstances, directors shall be elected by a plurality of the votes cast at an election of directors. The Amedisys charter provides that except as otherwise provided by law or in the resolutions of the Amedisys Board providing for the issuance of any particular series of preferred stock, the holders of Amedisys Common Stock shall have the exclusive right to vote for the election of directors to the Amedisys Board.
|
|
|
Vacancies
|
| |||
| The Option Care Health Charter requires that, subject to the rights of the holders of any series of preferred stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Option Care Health Board resulting from death, resignation, disqualification, removal from office or any other cause, may be filled only by resolution of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, | | | The Amedisys charter provides that any vacancy on the Amedisys Board may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. The Amedisys bylaws require that, subject to applicable law and the rights of the holders of any series of preferred stock then outstanding and unless the Amedisys Board otherwise determines, newly created directorships resulting from any increase in the authorized number of directors or any vacancies | |
|
Option Care Health Stockholders
|
| |
Amedisys Stockholders
|
|
| and may not be filled in any other manner. | | | in the Amedisys Board resulting from death, resignation, retirement, disqualification, removal from office or other cause, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum for a term expiring at the next annual meeting of stockholders and until such director’s successor has been duly elected and qualified. | |
|
Removal of Directors
|
| |||
| The Option Care Health Charter provides that, subject to the rights of the holders of any series of preferred stock then outstanding, directors may be removed with or without cause upon the affirmative vote of stockholders representing at least 662∕3% of the voting power of the then-outstanding shares of voting stock, at a meeting of stockholders of Option Care Health called for that purpose. | | | The Amedisys bylaws provide that, subject to the rights of the holders of any series of preferred stock with respect to such series of preferred stock, any director or the entire Amedisys Board may be removed at any time with or without cause upon the affirmative vote of stockholders representing a majority of the voting power of the then-outstanding shares of voting stock. | |
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Director Nominations by Stockholders
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The Option Care Health bylaws provide that, except for directors elected by the Option Care Health Board to fill a vacancy on the Option Care Health Board, nominations of persons for election to the Option Care Health Board may be made at an annual meeting of the stockholders or at a special meeting of stockholders, in each case, only by or at the direction of the Option Care Health Board or by any stockholder who is entitled to vote at such meeting and has complied with the notice and other procedures set forth in the Option Care Health bylaws.
The Option Care Health bylaws provide that a
stockholder must give advance written notice to Option Care Health of a director nomination. The notice must be in writing and delivered to the corporate secretary by the date not later than 90 days, nor earlier than 120 days, prior to the anniversary date of the annual meeting for the preceding year; except that in the event that the date of the current year’s annual meeting is advanced by more than 30 days or delayed by more than 60 days, from such anniversary date, or if no such meeting was held in the preceding year, such notice must be delivered not earlier than the 120th day prior to such current year’s annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. The voting requirements for election of Option Care Health directors are discussed above (see “— Election
of Directors”).
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The Amedisys bylaws provide that, nominations of persons for election to the Amedisys Board may be made at an annual meeting of the stockholders or at a special meeting of stockholders (at which directors are to be elected or reelected pursuant to Amedisys’ notice of meeting), in each case, only by or at the direction of the Amedisys Board or by any stockholder who is entitled to vote at such meeting and has complied with the notice and other procedures set forth in the Amedisys bylaws.
The Amedisys bylaws provide that a stockholder must give advance written notice to Amedisys of a director nomination. The notice must be in writing and delivered to the corporate secretary (i) in connection with a director nomination at an annual meeting, by the date not later than the close of business 90 days, nor earlier than the close of business 120 days, prior to the anniversary date of the annual meeting for the preceding year; except that in the event that the date of the current year’s annual meeting is advanced by more than 30 days or delayed by more than 60 days, from such anniversary date, such notice must be delivered not earlier than the close of business on the 120th day prior to such current year’s annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or if the first public announcement
of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made, or (ii) in connection with a director nomination at a special meeting, such notice must be delivered not earlier than the close of
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Option Care Health Stockholders
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Amedisys Stockholders
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In addition to the general requirements for stockholder proposals discussed below (see “— Stockholder Proposals”), any stockholder notice relating to the nomination of Option Care Health directors must contain:
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the name, age, business address and residential address of the proposed nominee;
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a complete biography and statement of the proposed nominee’s qualifications, including the principal occupation or employment of the proposed nominee (at present and for the past five years);
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a description of all agreements, arrangements and understandings (whether written or oral, and including promises) between or among such proposing stockholder and (a) any person acting in concert with such stockholder, (b) any person controlling, controlled by or under common control with such stockholder or any of their respective affiliates and associates, or person acting in concert therewith, and (c) any member of the immediate family of such stockholder or affiliate or associate of such stockholder (an “Option Care Health Stockholder Associated Person”) and any proposed nominee;
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whether the proposed nominee has notified the board of directors of each publicly listed company on whose board such proposed nominee currently sits with respect to the proposed nominee’s proposed nomination for election to the Option Care Health Board and has received all necessary consents to serve on the Option Care Health Board if so nominated and elected or otherwise appointed (or, if any such consents have not been received, how the proposed nominee intends to address such failure to receive such necessary consents);
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whether the proposed nominee’s nomination, election or appointment, as applicable, would violate or contravene a corporate governance policy, including, without limitation, a conflicts of interest or “overboarding” policy of any publicly listed company at which the proposed nominee serves as an officer, executive officer or director, and, if so, a description of how the proposed nominee intends to address such violation or contravention;
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the first date of contact between any stockholder and/or Option Care Health Stockholder
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business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. The voting requirements for election of Amedisys directors are discussed above (see “— Election of Directors”).
In addition to the general requirements for stockholder proposals discussed below (see “— Stockholder Proposals”), any stockholder notice relating to the nomination of Amedisys directors must contain:
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such nominee’s name, age, business and residence address and principal occupation or employment and the class or series and number of shares of Amedisys Common Stock or other securities of Amedisys that are directly or indirectly owned beneficially or of record by the nominee and any other information related to the nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for a contested election of directors (even if an election contest or proxy solicitation is not involved), or is otherwise required, pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder (including such nominee’s written consent to being named in the proxy statement as a nominee and to serving if elected) or by the rules or regulations of any governmental authority or of any national securities exchange or similar body overseeing any trading market
on which shares of Amedisys are traded;
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the details of any position held by the nominee as an officer or director of any competitor of Amedisys within the three years preceding the submission of the stockholder’s notice;
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a statement detailing whether the nominee is eligible for consideration as an independent director under the relevant standards contemplated by Item 407(a) of Regulation S-K under the Exchange Act (or the corresponding provisions of any successor regulation) and the relevant listing standards of any exchange on which Amedisys’ equity securities are listed;
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a description of any agreements, arrangements or understandings (including financial transactions) between or among such proposing stockholder and any controlling affiliate of, or beneficial
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Option Care Health Stockholders
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Amedisys Stockholders
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Associated Person, and the proposed nominee, with respect to Option Care Health;
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the amount and nature of any direct or indirect economic or financial interest, if any, of the proposed nominee, or of any immediate family member of the proposed nominee, in any funds or vehicles managed by, under common management with, or affiliated with any stockholder or Option Care Health Stockholder Associated Person;
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a description of all direct and indirect compensation and other monetary or non-monetary agreements, arrangements and understandings (whether written or oral) during the past three years, and any other material relationships, between or among the proposing stockholders or any Option Care Health Stockholder Associated Person and the proposed nominee, any member of the immediate family of the proposed nominee, and the proposed nominee’s respective affiliates and associates, or others acting in concert therewith, or any other person or persons and all biographical, related party transaction and other information that would be required to be disclosed pursuant to the federal and state securities laws, including Rule 404 promulgated under Regulation S-K under the Securities Act (or any successor provision), if any stockholder or any Option Care Health Stockholder Associated Person were the “registrant” for purposes of such rule and the proposed nominee
were a director or executive officer of such registrant;
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information relevant to a determination of whether the proposed nominee can be considered an independent director;
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any other information relating to the nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for a contested election of directors (even if an election contest or proxy solicitation is not involved), or is otherwise required, pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder (including such proposed nominee’s written consent to being named in the proxy statement as a nominee and to serving if elected); and
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a completed and signed questionnaire, representation and agreement and any and all other information required by the Option Care Health bylaws.
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owner of the securities of, such stockholder (an “AMED Stockholder Associated Person”) and any proposed nominee and any other person or persons (including their names), in connection with the nomination(s); and
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a description of all direct and indirect compensation and any other material monetary agreements, arrangements or understandings during the past three years, and any other material relationships, between or among the proposing stockholder, any AMED Stockholder Associated Person and their respective affiliates and associates, or other persons acting in concert therewith and each nominee, and his or her respective affiliates and associates, or other persons acting in concert therewith.
Additionally, the nominating stockholder and each potential nominee for election or re-election to the Amedisys Board must also deliver to the corporate secretary under the same deadlines (a) all fully completed and signed questionnaires in the forms provided by Amedisys that are required of all Amedisys’ directors and any other questionnaire that Amedisys determines is necessary or advisable to assess whether the nominee will satisfy any qualifications or requirements imposed by Amedisys’ governing documents, Amedisys’ corporate governance policies and guidelines, or any law, rule, regulation or listing standard that may be applicable to Amedisys and (b) a written representation and agreement (in the form provided by the corporate secretary upon written request) that shall be signed by such person and pursuant to which such person shall represent and agree that, among other matters, such potential nominee: (1) is not and will not become a party to
any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such potential nominee, if elected as a director, will act or vote on any issue or question that has not been disclosed in such questionnaires or that could limit or interfere with the person’s ability to comply, if elected as a director, with such person’s fiduciary duties under applicable law; (2) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than Amedisys with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed in such questionnaires; (3) would be in compliance, if elected or re-elected
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Option Care Health Stockholders
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Amedisys Stockholders
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as a director, and will comply with, applicable law and all corporate governance, conflict of interest, confidentiality (including, without limitation, prohibition against unauthorized disclosure of any board and committee materials), stock ownership and trading policies and guidelines, and any other policies and guidelines of Amedisys applicable to directors (which will be promptly provided following a request therefor); and (D) currently intends to serve as a director for the full term for which such person is standing for election.
Additionally, Amedisys may require any proposed nominee or stockholder seeking to nominate a director candidate to furnish other information as Amedisys may reasonably request and all such information provided shall be deemed to be a part of the stockholders notice.
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Stockholder Proposals
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The Option Care Health bylaws provide that any business to be properly brought before any annual meeting by any stockholder must be brought by a stockholder of record entitled to vote at such meeting as of the record date of such meeting and must have complied with the notice and other procedural requirements relating to any such business proposed by such stockholder in advance of the meeting.
The Option Care Health bylaws provide that a stockholder must give advance written notice to Option Care Health of business that it proposes to bring at an annual meeting of the stockholders. To be timely, the notice must be in writing and delivered to the corporate secretary by the date not later than 90 days, nor earlier than 120 days, prior to the anniversary date of the annual meeting for the preceding year; except that in the event that the date of the current year’s annual meeting is advanced by more than 30 days or delayed by more than 60 days, from such anniversary date, or if no such meeting was held in the preceding year, such notice must be delivered not earlier than the 120th day prior to such current year’s annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is first made.
Any such notice by the stockholder must include:
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a brief description of the business desired to be brought before the annual meeting (including the specific text of any resolutions or actions
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The Amedisys bylaws provide that any business to be properly brought before any annual meeting by any stockholder must be brought by a stockholder of record both (i) at the time of giving of notice pursuant to the notice requirements contained in the Amedisys bylaws discussed in further detail below and (ii) at the time of the meeting who is entitled to vote at such meeting on such business that is the subject of the proposal and must have complied with the notice and other procedural requirements relating to any such business proposed by such stockholder in advance of the meeting.
The Amedisys bylaws contain an “advanced notice provision” for annual meetings of stockholders for the purposes of Rule 14a-4(c)(1) of the Exchange Act and provide that a stockholder must give advance written notice to the corporate secretary of Amedisys of business that it proposes to bring at an annual meeting of the stockholders and such business must otherwise be a proper matter for stockholder action under relevant law. The only proposals Amedisys stockholders may make at special meetings are nominations of persons for election to the Amedisys Board, which are discussed in further detail above.
With respect to annual meetings of stockholders, to be timely, the notice must be in writing and delivered to the corporate secretary by the date not later than the close of business 90 days, nor earlier than the close of business 120 days, prior to the anniversary date of the annual meeting for the preceding year; except that in the event that the date of the current year’s annual meeting is advanced by
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Option Care Health Stockholders
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Amedisys Stockholders
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proposed for consideration and if such business includes a proposal to amend Option Care Health’s certificate of incorporation or bylaws, the specific language of the proposed amendment);
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the reasons for conducting such business at the annual meeting;
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any material interest of the proposing stockholder and any Option Care Health Stockholder Associated Person, if any, in such business;
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a description of all agreements, arrangements and understandings between each proposing stockholder and each Option Care Health Stockholder Associated Person, if any, and any other person or persons (including the names of such persons) in connection with the proposal of such business by the proposing stockholder;
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the name and address, as they appear on Option Care Health’s books, of the stockholder proposing such business, the residence name and address (if different from Option Care Health’s books) of such proposing stockholder and any Option Care Health Stockholder Associated Person;
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the class and number of shares of stock of Option Care Health which are directly or indirectly held of record or beneficially owned by such stockholder and by any Option Care Health Stockholder Associated Person with respect to Option Care Health’s securities, a description of any derivative positions held or beneficially held by the stockholder and any Option Care Health Stockholder Associated Person and whether and the extent to which a hedging transaction (as defined below) has been entered into by or on behalf of such stockholder or any Option Care Health Stockholder Associated Person;
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any other information relating to each proposing stockholder and each Option Care Health Stockholder Associated Person, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, the proposal pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;
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all information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant to Rule 13d-2(a) if such a statement were required to be filed under the Exchange Act and the rules and regulations promulgated thereunder by each
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more than 30 days or delayed by more than 60 days, from such anniversary date, such notice must be delivered not earlier than the close of business on the 120th day prior to such current year’s annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made. Any such notice by the stockholders must include:
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for proposals to be made at annual stockholder meetings not relating to nominations of persons to the Amedisys Board only, a brief description of the business desired to be brought before the meeting (including the specific text of any resolutions or actions proposed for consideration and if such business includes a proposal to amend Amedisys’ certificate of incorporation or bylaws, the specific language of the proposed amendment) and the reasons for conducting such business at the meeting;
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for proposal to be made at annual stockholder meetings not relating to nominations of persons to the Amedisys Board only, a description of any agreements, arrangements or understandings between such proposing stockholder, any AMED Stockholder Associated Person and any other person, in connection with the proposal of such business by the stockholder and any material direct or indirect interest of the proposing stockholder, any AMED Stockholder Associated Person or any such other person in such business;
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for proposals nominating persons to the Amedisys Board, the name and address of such stockholder, as they appear on Amedisys’ books, the residence name and address (if different from Amedisys’ books) of such proposing stockholder and any AMED Stockholder Associated Person;
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for proposals nominating persons to the Amedisys Board, the class or series and number of shares of stock which are directly or indirectly held of record or beneficially owned by such stockholder and by any AMED Stockholder Associated Person with respect to Amedisys’ securities along with the date such ownership was acquired, a description of any derivative positions directly or indirectly owned beneficially by such stockholder and any AMED Stockholder Associated Person
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Option Care Health Stockholders
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Amedisys Stockholders
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proposing stockholder and each Option Care Health Stockholder Associated Person, if any;
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a representation by the proposing stockholder that the proposing stockholder is a holder of record of Option Care Health Common Stock entitled to vote at such meeting on the matter proposed, that the proposing stockholder will continue to be a stockholder of record of Option Care Health entitled to vote at such meeting on the matter proposed through the date of such meeting, and that the proposing stockholder intends to appear in person or by proxy at such meeting to propose such nomination or other business;
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a certification that each proposing stockholder and each Option Care Health Stockholder Associated Person, if any, has complied with all applicable federal, state and other legal requirements in connection with its acquisition of shares or other securities of Option Care Health and such person’s acts or omissions as a stockholder of Option Care Health;
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the names and addresses of other stockholders (including beneficial owners) known by any proposing stockholder or Option Care Health Stockholder Associated Person, if any, to support such proposal or nomination or nominations, and to the extent known the class and number of all shares of Option Care Health’s capital stock owned beneficially or of record by such other stockholder(s) or other beneficial owner(s); and
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a representation by the proposing stockholder as to the accuracy of the information set forth in the notice.
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or by a general or limited partnership or limited liability company or other entity in which any stockholder or AMED Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager, managing member or directly or indirectly beneficially owns an interest in the manager or managing member of a limited liability company or similar entity and whether and the extent to which a hedging transaction has been entered into by or on behalf of such stockholder or any AMED Stockholder Associated Person;
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for proposals nominating persons to the Amedisys Board, a description of any proxy, contract, arrangement, understanding, or relationship to which any stockholder or any AMED Stockholder Associated Person has a right to vote or has granted a right to vote any securities of Amedisys;
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for proposals nominating persons to the Amedisys Board, any rights to dividends or other distributions on the shares or other securities of Amedisys owned beneficially by any stockholder or any AMED Stockholder Associated Person that are separated or separable from the underlying shares or other securities of Amedisys;
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for proposals nominating persons to the Amedisys Board, any performance-related fees (other than an asset-based fee) that any stockholder or AMED Stockholder Associated Person is entitled to based on any increase or decrease in the value of shares or other securities of Amedisys or corresponding derivative instruments, if any;
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for proposals nominating persons to the Amedisys Board, a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named or propose the business specified in its notice, together with a statement as to whether such stockholder intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of Amedisys’ outstanding shares required to approve the nomination or the business proposal and/or otherwise to solicit proxies from stockholders in support of the nomination or the business proposed;
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for proposals nominating persons to the Amedisys Board, if such stockholder or any such beneficial owner intends to solicit proxies in support of nominees other than the nominees of Amedisys
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Option Care Health Stockholders
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Amedisys Stockholders
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(unless such solicitation would not be subject to Rule 14a-19 under the Exchange Act), a statement that such person intends to solicit holders of capital stock of Amedisys representing at least 67% of the voting power of such capital stock entitled to vote on the election of directors in support of director nominees other than the nominees of Amedisys; and
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for proposals nominating persons to the Amedisys Board, any other information relating to the proposing stockholder and any AMED Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal or for the election of directors in a contested election, pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder or is otherwise required pursuant to Section 14 of the Exchange Act.
Additionally, Amedisys may reasonably request additional information from a stockholder seeking to bring another item of business before the annual meeting of stockholder and all such information furnished in responses shall be deemed part of the stockholder’s notice.
Additional notice requirements for stockholder proposals pertaining to nominations to the Amedisys Board are discussed in further detail above.
In addition to the foregoing provisions, a holder must also comply with any applicable state law and the Exchange Act and the rules and regulations thereunder, for the avoidance of doubt, including but not limited to Rule 14a-19 of the Exchange Act.
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Stockholder Action by Written Consent
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| The Option Care Health Charter provides that any action required or permitted to be taken by the Option Care Health stockholders may be taken only at a duly called annual or special meeting of Option Care Health’s stockholders and the power of stockholders to consent in writing without a meeting is specifically denied; provided, however, that any action required or permitted to be taken by the holders of preferred stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the resolutions creating such series of preferred stock. | | | The Amedisys bylaws provide that the Amedisys stockholders may act by written consent. Any stockholder seeking to have the Amedisys stockholders act by written consent is required to send a written notice that complies with the notice requirements discussed above and includes a copy of the proposed written consent to the corporate secretary, requesting that the Amedisys Board fix a record date to determine the stockholders entitled to consent to such corporate action in writing. Upon receipt of such request, the Amedisys Board will adopt a resolution fixing the record date, but in the event that no record date has been fixed by the Amedisys Board within 10 days of the date on which such a request is received, the record date for | |
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Option Care Health Stockholders
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Amedisys Stockholders
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determining stockholders entitled to act by written consent, (a) when no prior action by the Amedisys Board is required by applicable law, will be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to Amedisys’ registered office or principal place of business or to any officer or agent having custody of the book in which proceedings of meetings of stockholders are recorded and (b) if prior action by the Amedisys Board is required by applicable law, the record date for determining stockholders entitled to act by written consent will be at the close of business on the date on which the Amedisys Board adopts the resolution taking such prior action.
No action of Amedisys stockholders by written consent without a meeting will be effective until such date as the independent inspectors certify to Amedisys that the written consent represent at least the minimum number of votes that would be necessary to take the corporate action.
Every written consent must bear the date of signature of each Amedisys stockholder who signs the consent and no written consent will be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated written consent received by Amedisys, a written consent or consents signed by a sufficient number of stockholders to take such action are delivered to Amedisys.
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Cumulative Voting
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| The Option Care Health Charter does not authorize cumulative voting. | | | The Amedisys charter provides that no stockholder of Amedisys shall have the right of cumulative voting at any election of directors. The Amedisys charter and bylaws are otherwise silent on cumulative voting. | |
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Certificate of Incorporation Amendments
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The Option Care Health Charter provides that any amendment to the following sections of the Option Care Health Charter require the affirmative vote of at least 662∕3% of the voting power of then-outstanding voting stock (voting on an as-converted basis as a single class):
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Article FIVE (governing the election and removal of directors);
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Article SIX (governing limitations on liability of directors);
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Article SEVEN (governing actions by written consent of the stockholders and special meetings of the stockholders);
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Because the Amedisys charter and bylaws do not contain a provision providing for the amendment of the Amedisys charter (other than the provision of the Amedisys charter providing that holders of Amedisys Common Stock shall not be entitled to any vote with respect to any amendment of any provision of the charter which consists of a series designation, or portion thereof, for any series of Amedisys Preferred Stock), Amedisys is subject to Section 242 of the DGCL in this regard.
Under Section 242 of the DGCL, a company’s certificate of incorporation may be amended upon a resolution of the board of directors and, subject to certain exceptions, approved by:
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Amedisys Stockholders
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Article NINE (governing amendments to the certificate of incorporation and bylaws); and
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Article TEN (governing forum selection).
In addition, Article EIGHT of the Option Care Health Charter, covering matters relating to directors’ and officers’ duties with respect to corporate opportunities, may only be amended upon the affirmative vote of holders of at least 80% of the voting power of the then-outstanding voting stock.
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the holders of a majority of the outstanding shares entitled to vote; and
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a majority of the outstanding shares of each class entitled to a class vote if the amendment would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class or alter or change the powers, preference, or special rights of the shares of such class so as to affect them adversely; provided, that if the amendment would alter or change the powers, preferences or special rights of one or more series of a class so as to affect them adversely, but will not so affect the entire class, then only the shares of the series so affected will be considered a separate class for purposes of the vote.
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Bylaw Amendments
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| The Option Care Health Charter provides that the bylaws may be amended, and new bylaws made, by (i) the Option Care Health Board or (ii) in addition to any of the holders of any class or series of capital stock required by the Option Care Health Charter (including any certificate of designation relating to any series of preferred stock), the bylaws or applicable law, the affirmative vote of the holders of at least 662∕3% of the voting power of the then-outstanding voting stock, voting together as a single class. | | | The Amedisys charter and the Amedisys bylaws provide that except as expressly provided otherwise by the DGCL, charter or the bylaws, the bylaws may be amended by the Amedisys Board by an affirmative vote of a majority of directors at a special or regular meeting of the Amedisys Board where a quorum is present or the stockholders of Amedisys. | |
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Special Stockholders’ Meetings
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| The Option Care Health Charter provides that, subject to the rights of the holders of any series of preferred stock then outstanding and to the requirements of applicable law, special meetings of stockholders may be called only by or at the direction of the Option Care Health Board or the chairman of the Option Care Health Board pursuant to a written resolution adopted by the affirmative vote of the majority of the total number of directors that Option Care Health would have if there were no vacancies. | | | The Amedisys charter and bylaws provide that, subject to the rights of the holders of any series of preferred stock then outstanding, special meetings of stockholder may be called at any time by the Amedisys Board or a committee thereof, the chairman of the Amedisys Board, the president of Amedisys or by holders of at least 30% of all the shares entitled to vote at the proposed special meeting. | |
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Notice of Special Meetings of the Stockholders
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| The Option Care Health bylaws provide that written notice of a special meeting must be provided to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting not less than ten days nor more than 60 days before the date of the meeting. Such written notice must state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in | | | The Amedisys bylaws provide that written notice of a special meeting, stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting not less than ten days nor more than 60 days before the date of the meeting. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice | |
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Option Care Health Stockholders
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Amedisys Stockholders
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| person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such record date is different from the record date for determining stockholders entitled to notice of the meeting, and the purpose or purposes for which the meeting is called. | | | is waived by those not present. | |
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Indemnification of Directors, Officers and Employees
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| The Option Care Health bylaws provide that any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of Option Care Health, or is or was serving while a director or officer of Option Care Health at the request of Option Care Health as a director, officer, employee, agent, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by Option Care Health against expenses (including attorneys’ fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permissible under Delaware law. | | |
The Amedisys charter provides that Amedisys shall, to the fullest extent authorized by the DGCL, indemnify its current and former employees, directors, officers, and agents (including those serving as directors, employees, officers or agents of another entity at the request of Amedisys) who is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, for any expenses (including attorneys’ fees) paid in a judgment or settlement or actually and reasonably incurred in connection therewith, except that: no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to Amedisys unless and only to the extent that the court determines that such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
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Limitation of Personal Liability of Directors
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| |||
| The Option Care Health Charter provides that, to the fullest extent permitted by the DGCL as it now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Option Care Health to provide broader exculpation than permitted prior thereto), no director of Option Care Health shall be liable to Option Care Health or its stockholders for monetary damages arising from a breach of fiduciary duty as a director. Any amendment of the foregoing provision by the Option Care Health stockholders shall not adversely affect any right or protection of a director of Option Care Health existing at the time of such amendment with respect to any act, omission or other matter occurring prior to such amendment. | | |
The Amedisys charter provides that, no director of Amedisys shall be personally liable to Amedisys or its stockholders for monetary damages arising from a breach of fiduciary duty as a director.
Notwithstanding the above, a director of Amedisys shall be liable to the extent provided by applicable law (i) for any breach of the director’s duty of loyalty to Amedisys or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (which relates to liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption), or (iv) for any transaction from which such director derived an improper personal benefit.
Any amendment of the foregoing charter provision by the Amedisys stockholders shall apply to or have any effect on the liability or alleged liability of any director of Amedisys for or with respect to any acts or omissions of such directors occurring prior to such amendment.
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Option Care Health Stockholders
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Amedisys Stockholders
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Advancement of Expenses/Insurance
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Advancement
The Option Care Health bylaws also provide that any person claiming indemnification pursuant to the Option Care Health bylaws shall be entitled to advances from Option Care Health for payment of the expenses of defending actions against such person in the manner and to the full extent permissible under Delaware law.
Insurance
The Option Care Health bylaws provide that Option Care Health shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of Option Care Health against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his status as such, whether or not Option Care Health would have the power to indemnify him against such liability under the provisions of the Option Care Health bylaws.
The Option Care Health bylaws provide that indemnification rights under the Option Care Health bylaws are contract rights and no amendment or repeal of such Option Care Health bylaw shall alter, to the detriment of such director or officer, the right of such person to the advancement of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment, repeal or termination.
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| |
Advancement
The Amedisys charter provides that an officer or director claiming indemnification pursuant to the Amedisys charter shall be entitled to advances from Amedisys for payment of the expenses (including attorneys’ fees) of defending actions against such officer or director. The Amedisys charter also provides that other employees or agents of Amedisys claiming indemnification pursuant to the Amedisys charter shall be entitled to advances from Amedisys for payment of the expenses (including attorneys’ fees) upon such terms and conditions, if any, as the Amedisys Board deems appropriate.
The Amedisys bylaws provide that indemnification rights conferred by the Amedisys bylaws include the right to be paid by Amedisys the expenses in defending any such proceedings in advance of its final disposition, with such advances to be paid by Amedisys within 20 days after receipt by Amedisys of a statement requesting such advances; provided that if the DGCL requires, such advances in advance of a final disposition shall only be made upon delivery to Amedisys of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it is ultimately determined that such director or officer is not entitled to indemnification.
The advancement rights provided by or granted pursuant to the Amedisys charter or the Amedisys bylaws shall not be deemed excusive of any other rights to advancement granted under any other governing document or agreement.
Insurance
The Amedisys charter provides that Amedisys shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of Amedisys, or is or was serving at the request of Amedisys as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not Amedisys would have the power to indemnify him against such liability under the applicable provisions of the Amedisys charter.
The Amedisys bylaws also authorize Amedisys to maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of
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Option Care Health Stockholders
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Amedisys Stockholders
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| | | | Amedisys or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not Amedisys would have the power to indemnify such person against such expense, liability or loss under the DGCL. The Amedisys bylaws provide that to the extent Amedisys maintains any policy or policies providing such insurance, each such director or officer, and each such agent or employee to which rights to indemnification have been granted by the Amedisys Board by the Amedisys bylaws, shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for any such director, officer, employee or agent. | |
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Change of Control Laws
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In general, Section 203 of the DGCL, subject to certain exceptions set forth therein, prohibits a business combination between a corporation and an interested stockholder within three years of the time such stockholder became an interested stockholder, unless (a) prior to such time, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder, (b) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, exclusive of shares owned by directors who are also officers and by certain employee stock plans, or (c) at or subsequent to such time, the business combination is approved by the board of directors of the corporation and authorized by the affirmative vote at a
stockholders’ meeting of at least 662∕3% of the outstanding voting stock of the corporation which is not owned by the interested stockholder.
Because the Option Care Health Charter and bylaws do not contain a provision expressly electing not to be governed by Section 203 of the DGCL, Option Care Health is subject to Section 203 of the DGCL.
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| | Because the Amedisys charter and bylaws do not contain a provision expressly electing not to be governed by Section 203 of the DGCL, Amedisys is subject to Section 203 of the DGCL. | |
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Forum Selection
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The Option Care Health Charter provides that, unless Option Care Health consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the United States District Court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action
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| | The Amedisys bylaws provide that, unless Amedisys consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Amedisys, (ii) any action | |
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Option Care Health Stockholders
|
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Amedisys Stockholders
|
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or proceeding brought on behalf of Option Care Health, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or stockholder of Option Care Health to Option Care Health or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, the Option Care Health Charter or the bylaws of Option Care Health or (iv) any action asserting a claim governed by the internal affairs doctrine.
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| |
asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of Amedisys to Amedisys or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Amedisys charter or the Amedisys bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine.
Additionally, the Amedisys bylaws provide that unless Amedisys consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
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Waiver of Corporate Opportunities
|
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The Option Care Health Charter contains certain provisions that waive certain fiduciary and other duties imposed under applicable law to the conduct of directors or officers of Option Care Health that are affiliated with HC I and its Affiliated Companies (as described below) and their respective directors, partners, principals, officers, members, managers and/or employees, including any of the foregoing who serve as officers or directors of Option Care Health (collectively, the “Exempted Persons”), and the powers, rights, duties and liabilities of Option Care Health and its officers, directors and stockholders in connection therewith.
The Option Care Health Charter defines “Affiliated Companies” to mean (a) Madison Dearborn Partners, LLC, Madison Dearborn Partners VI-A&C, L.P., Madison Dearborn Partners VI-B, L.P. and MDP Global Investors Limited (collectively, the “MDP Group”), (b) Walgreens Company, (c) any affiliate of the MDP Group, Walgreens, any investment fund managed by any member of the MDP Group and (d) in respect of Option Care Health, any company controlled by Option Care Health.
The Option Care Health Charter provides that, to the fullest extent permitted by applicable law, none of the Exempted Persons shall have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as Option Care Health or any of its Affiliated Companies, and no Exempted Person shall be liable to Option Care Health or its stockholders for breach of any fiduciary duty solely by reason of any such activities of HC I, its Affiliated Companies or such Exempted Person. To the fullest extent permitted by applicable law, Option Care Health, on behalf of itself and its
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| | The Amedisys charter and bylaws do not contain any provisions with regard to the waiver of corporate opportunities. | |
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Option Care Health Stockholders
|
| |
Amedisys Stockholders
|
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Affiliated Companies, renounces any interest or expectancy of Option Care Health and its Affiliated Companies in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to the Exempted Persons, even if the opportunity is one that Option Care Health or its Affiliated Companies might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and each Exempted Person shall have no duty to communicate or offer such business opportunity to Option Care Health or its Affiliated Companies and, to the fullest extent permitted by applicable law, shall not be liable to Option Care Health, any of its Affiliated Companies or its stockholders for breach of any fiduciary or other duty, as a director, officer or stockholder of Option Care Health solely, by reason of the fact that HC I, its Affiliated Companies or any such Exempted Person pursues or acquires
such business opportunity, sells, assigns, transfers or directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to Option Care Health or any of its Affiliated Companies. Notwithstanding the foregoing, Option Care Health does not renounce any interest or expectancy it may have in (i) any business opportunity that is expressly offered to any Exempted Person solely in his or her capacity as a director or officer of Option Care Health, and not in any other capacity, or (ii) any business opportunity that any Exempted Person first learns of in his or her capacity as a director or officer of Option Care Health.
The Option Care Health Charter provides that any amendment to its corporate opportunity provisions requires the affirmative vote of holders of at least 80% of the voting power of the then-outstanding voting stock.
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Preemptive Rights
|
| |||
| The Option Care Health Charter does not provide for any preemptive rights for Option Care Health stockholders. | | | Neither the Amedisys charter nor the Amedisys bylaws provide for any preemptive rights for Amedisys stockholders. | |
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Option Care Health Stockholders
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Amedisys Stockholders
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Dividends
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| The Option Care Health Charter provides that, subject to the rights of the holders of preferred stock and to the other provisions of applicable law and the Option Care Health Charter, holders of Option Care Health Common Stock shall be entitled to receive equally, on a per share basis, such dividends and other distributions in cash, securities or other property of Option Care Health if, as and when declared thereon by the Option Care Health Board from time to time out of assets or funds of Option Care Health legally available therefor. | | | The Amedisys charter provides that, subject to the rights of the holders of preferred stock, holders of Amedisys Common Stock shall be entitled to receive, when, as, and if declared by the Amedisys Board, out of funds legally available therefor, dividends payable in cash, Amedisys Common Stock, or otherwise. | |
Name of Beneficial Owner
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| |
Shares Beneficially Owned
|
| |
Percent
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| ||||||
Directors and Executive Officers: | | | | | | | | | | | | | |
| | | | 42,893 | | | | | | * | | | |
| | | | 48,370 | | | | | | * | | | |
| | | | 1,730 | | | | | | * | | | |
Harriet Booker(1)
|
| | | | 21,730 | | | | | | * | | |
| | | | 1,730 | | | | | | * | | | |
Richard Denness(1)
|
| | | | 111,072 | | | | | | * | | |
| | | | 82,504 | | | | | | * | | | |
| | | | 148,135 | | | | | | * | | | |
| | | | 85,056 | | | | | | * | | | |
| | | | 103,967 | | | | | | * | | | |
Nitin Sahney(1)
|
| | | | 42,562 | | | | | | * | | |
| | | | 33,023 | | | | | | * | | | |
Collin G. Smyser(1)
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| | | | 2,100 | | | | | | * | | |
| | | | 45,222 | | | | | | * | | | |
All current directors and executive officers of Option Care Health, Inc. as a group (15 persons)(1)
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| | | | 791,562 | | | | | | * | | |
Name of Beneficial Owner
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Shares Beneficially Owned
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Percent
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Other Stockholders: | | | | | | | | | | | | | |
BlackRock, Inc.(2)
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| | | | 19,772,386 | | | | | | 10.9% | | |
The Vanguard Group(3)
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| | | | 15,524,268 | | | | | | 8.5% | | |
FMR LLC(4)
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| | | | 15,067,896 | | | | | | 8.3% | | |
Walgreens Boots Alliance, Inc.(5)
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| | | | 10,771,926 | | | | | | 6.0% | | |
Name of Beneficial Owner(1)
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Number of Shares
of Amedisys Common Stock |
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Percent of
Amedisys Common Stock(1) |
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5% Stockholders | | | | | | | | | | | | | |
JPMorgan Chase & Co(2)
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| | | | 1,763,327 | | | | | | 5.4% | | |
BlackRock, Inc.(3)
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| | | | 4,106,566 | | | | | | 12.6% | | |
Wellington Management Group LLP(4)
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| | | | 2,802,831 | | | | | | 8.6% | | |
The Vanguard Group, Inc.(5)
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| | | | 3,128,416 | | | | | | 9.6% | | |
Ameriprise Financial, Inc.(6)
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| | | | 1,100,719 | | | | | | 3.4% | | |
Deerfield Management, L.P.(7)
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| | | | 1,794,000 | | | | | | 5.5% | | |
Executive Officers and Directors | | | | | | | | | | | | | |
| | | | — | | | | | | —% | | | |
Vickie L. Capps(8)
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| | | | 6,450 | | | | | | * | | |
Molly J. Coye, MD(8)
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| | | | 5,450 | | | | | | * | | |
Julie D. Klapstein(8)
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| | | | 12,663 | | | | | | * | | |
Teresa L. Kline(8)
|
| | | | 6,450 | | | | | | * | | |
Bruce D. Perkins(8)
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| | | | 20,729 | | | | | | * | | |
Jeffrey A. Rideout, MD(8)
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| | | | 5,967 | | | | | | * | | |
Ivanetta Davis Samuels(8)
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| | | | 4,232 | | | | | | * | | |
Paul B. Kusserow(9)
|
| | | | 516,979 | | | | | | 1.6% | | |
Scott G. Ginn(10)
|
| | | | 35,058 | | | | | | * | | |
Nick Muscato(11)
|
| | | | 2,883 | | | | | | * | | |
Michael P. North(12)
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| | | | 4,704 | | | | | | * | | |
Denise Bohnert(13)
|
| | | | 9,909 | | | | | | * | | |
Christopher T. Gerard(14)
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| | | | 41,898 | | | | | | * | | |
David L. Kemmerly(14)
|
| | | | 16,336 | | | | | | * | | |
All Executive Officers and Directors as a Group (14 persons)
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| | | | 631,474 | | | | | | 1.9% | | |
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ARTICLE III EFFECT OF THE MERGER ON THE CAPITAL STOCK OF AMEDISYS; EXCHANGE OF CERTIFICATES | | | | | A-3 | | |
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Term
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Section
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2018 Plan | | | 9.3(a) | |
Action | | | 4.1(k) | |
Adjusted OPCH Option | | | 3.1(b)(iii) | |
affiliate | | | 9.3(b) | |
Agreement | | | Preamble | |
Amedisys | | | Preamble | |
Amedisys Alternative Transaction | | | 5.2(a) | |
Amedisys Balance Sheet | | | 4.1(e)(iii) | |
Amedisys Benefit Plan | | | 9.3(d) | |
Amedisys Book-Entry Share | | | 3.2(b) | |
Amedisys Certificate | | | 3.2(b) | |
Amedisys Common Stock | | | 4.1(c)(i) | |
Amedisys Designees | | | 2.1 | |
Amedisys Disclosure Letter | | | 4.1 | |
Amedisys Equity Awards | | | 3.1(b)(iv) | |
Amedisys Equity Awards Capitalization Table | | | 4.1(c)(iii) | |
Amedisys ESPP | | | 9.3(e) | |
Amedisys Filed SEC Documents | | | 4.1 | |
Amedisys Financial Advisor | | | 4.1(u) | |
Amedisys Foreign Plan | | | 4.1(l)(viii) | |
Amedisys Healthcare Professional | | | 4.1(h)(v) | |
Amedisys Intervening Event | | | 5.2(d) | |
Amedisys Material Contracts | | | 4.1(q)(xiv) | |
Amedisys Material Leased Real Property | | | 4.1(s)(ii) | |
Amedisys Material Real Property Lease | | | 4.1(s)(ii) | |
Amedisys Option | | | 3.1(b)(iii) | |
Amedisys Owned IP | | | 4.1(o) | |
Amedisys Permits | | | 4.1(g) | |
Amedisys Preferred Stock | | | 4.1(c)(i) | |
Amedisys Provider JVs | | | 9.3(f) | |
Amedisys PSU Award | | | 3.1(b)(ii) | |
Amedisys Recommendation Change | | | 5.2(b) | |
Amedisys Registered IP | | | 4.1(o) | |
Amedisys RSU Award | | | 3.1(b)(i) | |
Amedisys SEC Documents | | | 4.1(e)(i) | |
Amedisys Stock Plans | | | 9.3(g) | |
Amedisys Stockholder Approval | | | 4.1(t) | |
Amedisys Stockholders Meeting | | | 6.1(b) | |
Amedisys Superior Proposal | | | 5.2(a) | |
Amedisys Termination Fee | | | 8.2(b) | |
Amedisys Third Party | | | 5.2(a) | |
Term
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Section
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Anti-Corruption Laws | | | 9.3(c) | |
Antitrust Laws | | | 4.1(b)(iii) | |
Applicable Laws | | | 4.1(g) | |
Bonus | | | 6.10(f) | |
Bonus Plans | | | 6.10(f)(i) | |
business day | | | 9.3(h) | |
Certificate of Merger | | | 1.3 | |
Change | | | 9.3(dd) | |
Charter Amendment Effective Time | | | 2.3(a) | |
Closing | | | 1.2 | |
Closing Date | | | 1.2 | |
Closing Fiscal Year | | | 6.10(f)(i) | |
COBRA | | | 4.1(l)(ii) | |
Code | | | 9.3(i) | |
Common Stock Increase | | | 9.3(j) | |
Confidentiality Agreement | | | 9.3(k) | |
Continuation Period | | | 6.10(a) | |
Continuing Employee | | | 6.10(a) | |
control | | | 9.3(b) | |
COVID-19 | | | 9.3(l) | |
COVID-19 Measures | | | 9.3(m) | |
D&O Indemnified Parties | | | 6.4(b) | |
D&O Insurance | | | 6.4(c) | |
Debt Financing Source | | | 9.14 | |
DGCL | | | 1.1 | |
Double-Trigger Protection | | | 9.3(n) | |
Effective Time | | | 1.3 | |
Enforceability Exceptions | | | 4.1(b)(i) | |
Environmental Laws | | | 9.3(o) | |
Environmental Permits | | | 4.1(r) | |
Equity Securities | | | 9.3(p) | |
ERISA | | | 9.3(q) | |
ERISA Affiliate | | | 9.3(r) | |
Excess Shares | | | 3.2(g) | |
Exchange Act | | | 4.1(b)(iii) | |
Exchange Agent | | | 3.2(a) | |
Exchange Fund | | | 3.2(a) | |
Exchange Ratio | | | 3.1(a)(i) | |
Existing Indemnified Parties | | | 6.4(a) | |
Ex-Im Laws | | | 9.3(s) | |
Financing Transaction | | | 6.15(a) | |
Form S-4 | | | 4.1(b)(iii) | |
GAAP | | | 4.1(e)(ii) | |
Term
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Section
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Governmental Entity | | | 4.1(b)(iii) | |
Governmental Health Program | | | 9.3(t) | |
Harmful Code | | | 9.3(u) | |
Hazardous Materials | | | 9.3(v) | |
Healthcare Laws | | | 9.3(w) | |
Healthcare Permits | | | 9.3(x) | |
HIPAA | | | 9.3(y) | |
HSR Act | | | 4.1(b)(iii) | |
Intellectual Property | | | 9.3(z) | |
Intended Tax Treatment | | | 1.5 | |
IRS | | | 4.1(l)(i) | |
IT Assets | | | 9.3(aa) | |
Joint Proxy Statement/Prospectus | | | 4.1(b)(iii) | |
knowledge | | | 9.3(bb) | |
Labor Agreement | | | 9.3(cc) | |
Liens | | | 4.1(b)(ii) | |
Material Adverse Effect | | | 9.3(dd) | |
Maximum Premium | | | 6.4(c) | |
Measurement Date | | | 4.1(c)(i) | |
Merger | | | 1.1 | |
Merger Consideration | | | 3.1(a)(i) | |
Merger Sub | | | Preamble | |
Merger Sub Stockholder Approval | | | 4.2(v) | |
Merger Sub Written Consent | | | 4.2(v) | |
Multiemployer Plan | | | 9.3(ee) | |
NASDAQ | | | 3.2(g) | |
OPCH | | | Preamble | |
OPCH Alternative Transaction | | | 5.3(a) | |
OPCH Balance Sheet | | | 4.2(e)(iii) | |
OPCH Benefit Plan | | | 9.3(gg) | |
OPCH Charter Amendment | | | 2.3(a) | |
OPCH Common Stock | | | 4.2(c)(i) | |
OPCH Disclosure Letter | | | 4.2 | |
OPCH Equity Awards | | | 9.3(hh) | |
OPCH Filed SEC Documents | | | 4.2 | |
OPCH Financial Advisor | | | 4.2(t) | |
OPCH Foreign Plan | | | 4.2(l)(vi) | |
OPCH Healthcare Professional | | | 4.2(h)(v) | |
OPCH Intervening Event | | | 5.3(d) | |
OPCH Material Contracts | | | 4.2(q)(vii) | |
OPCH Option | | | 9.3(ii) | |
OPCH Owned IP | | | 4.2(o) | |
OPCH Permits | | | 4.2(g) | |
Term
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OPCH Preferred Stock | | | 4.2(c)(i) | |
OPCH PSU Award | | | 9.3(jj) | |
OPCH Recommendation Change | | | 5.3(b) | |
OPCH Registered IP | | | 4.2(o) | |
OPCH RSU Award | | | 9.3(kk) | |
OPCH SEC Documents | | | 4.2(e)(i) | |
OPCH Share Issuance | | | 4.1(b)(iii) | |
OPCH Stockholder Approvals | | | 4.2(s) | |
OPCH Stockholders Meeting | | | 6.1(c) | |
OPCH Superior Proposal | | | 5.3(a) | |
OPCH Termination Fee | | | 8.2(c) | |
OPCH Third Party | | | 5.3(a) | |
Open Source Software | | | 9.3(ff) | |
Order | | | 9.3(ll) | |
Outside Counsel Only Material, | | | 6.3(b) | |
Outside Date | | | 8.1(b)(i) | |
Owned Amedisys Software | | | 4.1(o) | |
Owned OPCH Software | | | 4.2(o) | |
Payor | | | 9.3(mm) | |
PCI DSS | | | 9.3(nn) | |
Permits | | | 4.1(g) | |
Permitted Liens | | | 9.3(oo) | |
person | | | 9.3(pp) | |
Personal Data | | | 9.3(qq) | |
Privacy and Security Requirements | | | 9.3(rr) | |
Privacy Contracts | | | 9.3(ss) | |
Privacy Laws | | | 9.3(tt) | |
Privacy Policies | | | 9.3(uu) | |
Process | | | 9.3(vv) | |
Processing | | | 9.3(vv) | |
PTO Policy | | | 6.10(e) | |
Qualifying Event | | | 9.3(xx) | |
Referral Recipient | | | 4.1(h)(ix) | |
Referral Source | | | 4.1(h)(ix) | |
Release | | | 9.3(ww) | |
Replacement Plans | | | 6.10(d) | |
Representatives | | | 9.3(yy) | |
Sanctioned Person | | | 9.3(zz) | |
Sanctions | | | 9.3(aaa) | |
Sarbanes-Oxley Act | | | 4.1(e)(i) | |
SEC | | | 3.1(b)(v) | |
Securities Act | | | 4.1(e)(i) | |
Security Breach | | | 9.3(bbb) | |
Term
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Section
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Stimulus Funds | | | 9.3(ddd) | |
subsidiary | | | 9.3(ccc) | |
Surviving Corporation | | | 1.1 | |
Tail Policy | | | 6.4(c) | |
Tax Opinion Requirement | | | 6.14(c) | |
Tax Return | | | 9.3(eee) | |
Taxes | | | 9.3(fff) | |
Taxing Authority | | | 9.3(ggg) | |
Termination Fee Amount | | | 8.2(b)(iii) | |
Transaction Litigation | | | 6.12 | |
WARN Act | | | 4.1(m)(ii) | |
Willful Breach | | | 9.3(hhh) | |
By: |
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Signature
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Title
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Date
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Chief Executive Officer, President and Director (Principal Executive Officer)
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/s/ Michael Shapiro
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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Non-Executive Chairman of the Option Care Board
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/s/ John J. Arlotta
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Director
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Director
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Director
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/s/ Natasha Deckmann
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Director
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/s/ David W. Golding
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Director
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/s/ R. Carter Pate
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Director
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Signature
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Title
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Date
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/s/ Nitin Sahney
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Director
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Director
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This ‘S-4’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/27 | ||||
12/31/25 | ||||
5/3/24 | ||||
4/9/24 | ||||
3/18/24 | ||||
3/10/24 | ||||
2/17/24 | ||||
2/9/24 | ||||
2/5/24 | ||||
1/18/24 | ||||
12/31/23 | ||||
12/29/23 | ||||
12/9/23 | ||||
6/16/23 | ||||
6/9/23 | ||||
Filed on: | 6/5/23 | |||
6/4/23 | ||||
6/3/23 | ||||
6/2/23 | 4 | |||
5/31/23 | ||||
5/30/23 | ||||
5/28/23 | ||||
5/27/23 | ||||
5/26/23 | 425 | |||
5/22/23 | 4 | |||
5/19/23 | 4, 8-K | |||
5/18/23 | ||||
5/17/23 | 4, 425, 8-K | |||
5/16/23 | ||||
5/11/23 | ||||
5/3/23 | 425, 8-K | |||
5/2/23 | ||||
5/1/23 | ||||
4/30/23 | ||||
4/29/23 | ||||
4/28/23 | ||||
4/27/23 | ||||
4/25/23 | ||||
4/24/23 | ||||
4/23/23 | ||||
4/22/23 | ||||
4/21/23 | ||||
4/16/23 | ||||
4/15/23 | ||||
4/12/23 | ||||
4/11/23 | ||||
4/10/23 | ||||
4/7/23 | DEF 14A, DEFA14A | |||
4/5/23 | ||||
4/3/23 | ||||
4/2/23 | ||||
4/1/23 | ||||
3/31/23 | 10-Q | |||
3/29/23 | ||||
3/27/23 | ||||
3/24/23 | ||||
3/23/23 | ||||
3/21/23 | ||||
3/20/23 | ||||
3/17/23 | 4 | |||
3/16/23 | ||||
3/15/23 | 4 | |||
3/14/23 | 4 | |||
3/13/23 | 4 | |||
3/12/23 | ||||
3/5/23 | ||||
3/3/23 | 4, 424B4, 8-K, SC 13D/A | |||
2/26/23 | ||||
2/24/23 | 4 | |||
2/23/23 | 10-K, 4, 8-K | |||
2/22/23 | 4 | |||
2/21/23 | 4 | |||
2/16/23 | ||||
2/14/23 | SC 13G/A | |||
2/10/23 | ||||
2/9/23 | SC 13G/A | |||
2/8/23 | ||||
2/6/23 | ||||
2/3/23 | ||||
2/2/23 | ||||
2/1/23 | ||||
1/26/23 | ||||
1/23/23 | SC 13G/A | |||
1/16/23 | 3 | |||
1/12/23 | ||||
1/9/23 | ||||
1/6/23 | ||||
1/3/23 | ||||
12/31/22 | 10-K | |||
12/30/22 | ||||
12/16/22 | ||||
12/15/22 | ||||
12/14/22 | ||||
12/9/22 | ||||
12/7/22 | ||||
11/29/22 | ||||
11/17/22 | ||||
10/26/22 | ||||
10/20/22 | ||||
10/19/22 | ||||
10/6/22 | ||||
10/5/22 | 4 | |||
10/1/22 | ||||
9/23/22 | ||||
9/15/22 | ||||
9/9/22 | ||||
8/25/22 | ||||
8/16/22 | 4, 8-K | |||
8/15/22 | ||||
7/22/22 | ||||
6/30/22 | 10-Q | |||
6/17/22 | ||||
5/9/22 | ||||
4/15/22 | ||||
3/30/22 | ||||
2/24/22 | ||||
1/1/22 | ||||
12/31/21 | 10-K | |||
10/26/21 | 4 | |||
9/8/21 | ||||
3/11/21 | 10-K, 8-K | |||
1/1/21 | ||||
12/31/20 | 10-K | |||
1/1/15 | ||||
1/1/13 | ||||
1/1/10 | ||||
List all Filings |