Advancing Connected Health Solutions
Equity Investment Terms
Investment Amount
One Equity Partners
$ 190.0 million
$35.0 million
Non-Voting
Deerfield Mgmt.
Solara Shareholders
Total
$62.5 million
$287.5 million
Form of Equity
Common Stock and
Non-Voting Stock
Common Stock
Stock
Price Per Share
$13.75
$13.75
$16.00
$14.184
Premium
(Discount)
(13.8%)
to 30 Day VWAP1
(13.8%)
0.3%
(11.1%)
Shares Issued
13.8mm
2.5mm
3.9mm
20.3mm
Percentage of Pro
14.1%
2.6%
4.0%
Forma FDSO2
Governance
One board seat
No change
None
Company has
Other terms³
option to reduce
investment amount
by up to $50 million
with proceeds from
an equity offering
pre-closing
N/A
N/A
Pro Forma FDSO (98.1mm) is equal to current FDSO (77.8mm) as of 5/1/20+ One Equity Partners Shares (13.8mm) + Deerfield Management Shares (2.5mm) + Solara Shareholder Shares (3.9mm). Current FDSO assumes treasury stock method for outstanding
warrants and options. Share price of $16.65 as of 5/22/20. Excludes the impact of any earnouts; For Deerfield reflects only newly issued shares
1.
As of 5/22/20
2.
3.
Common shares issued will have customary rights and lock-ups
4.
Weighted average
++ adapthealth
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