Investor Presentaiton
Pro Forma Share Count Information
(in thousands)
Number of shares outstanding at September 30, 2020
Equity issued in connection with acquisitions
Class B exchanges
Equity-based compensation activity
Common Stock
Class A
81,037 (1)
Warrants
Class B
25,875
4,281
1,087
2,284
(2,284)
120
Number of shares outstanding at November 30, 2020
84,528
23,591
4,281
Equity issued in connection with AeroCare acquisition (2)
31,000
Pro forma shares outstanding
115,528
23,591 (3)
4,281
Steps:
Adapt's Board has approved eliminating the Up-C corporate structure at the closing of the AeroCare acquisition (4)
+ Eliminate the two class share structure
+ Exchange AdaptHealth Holdings LLC interests and Class B
shares for Class A shares
+ Merge AdaptHealth Holdings LLC into a corporate subsidiary
of AdaptHealth Corp.
Simplified pro forma tax structure:
+ Reduces tax compliance and filing burden
+ Facilitates growth strategy by reducing complexity and
limitations around deal structuring
+ Increases tax efficiency by eliminating intercompany debt and
cost allocations
(1)
Includes 18,356 as converted shares of Series B-1 Preferred Stock.
++ adapthealth
(2)
(3)
(4)
Reflects the conversion of preferred shares into common stock. Shareholders are subject to a 6 month lock-up for one-third of their shares and a 12 month lock-up for two-thirds of their shares.
Upon elimination of the Up-C corporate structure, the Class B common shares presented above would be exchanged for Class A common shares.
The AHCO Board has elected to cash settle certain exchanged Class B shares and LLC units from management unitholders under existing exchange agreements in an amount sufficient to cover
tax obligations triggered by exchanges of AdaptHealth Holdings LLC units for AdaptHealth Corp. Class A common stock.
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