Investor Presentaiton
Transaction Summary
Purchase
Consideration
Leadership &
Governance
Financial
Highlights
Timing
AdaptHealth to acquire AeroCare for approximately $2.0 billion
$1.1 billion in cash
31 million common shares valued at $926 million as of November 30, 2020(1)
Co-CEOs: Luke McGee (CEO of Adapth Health) and Steve Griggs (CEO of AeroCare)
President: Josh Parnes (President of AdaptHealth)
CFO: Jason Clemens (CFO of AdaptHealth)
■ Steve Griggs and shareholder designee Ted Lundberg of Peloton Equity to join the Board,
representing 2 out of 11 seats
Expected to be significantly accretive to growth, profitability and EPS in 2021
■ Purchase price represents a multiple of 2021E EBITDA of 8.8x and 2021E EBITDA less Patient
CapEx of 17.6x (7.2x and 12.3x respectively, including synergies) (2)
Pro Forma 9/30/20 Net Debt/ LTM PF Adj. EBITDA of 3.6x (3)
Expected run-rate annual cost synergies of approximately $50 million (4)
Transaction unanimously approved by both AdaptHealth and AeroCare Boards
Transaction expected to close in 1Q 2021 subject to regulatory approval and other customary closing
conditions
AdaptHealth to seek shareholder approval post-closing for conversion of preferred equity into Class A
common shares
(1)
++ adapthealth
Initially structured as issuance of common shares up to 19.9% of Class A outstanding shares and the remainder in non-voting convertible preferred shares, which convert to Class A common
stock once AdaptHealth shareholders approve the issuance of the share consideration under NASDAQ rules.
(2)
(3)
Purchase price multiples based on $230 million of 2021E EBITDA (pre synergy), $115 million of 2021E EBITDA less Patient CapEx (pre synergy) and $50 million of synergies.
9/30/20 PF Adj. EBITDA includes full year contribution of closed acquisitions plus $50 million of run-rate synergies.
(4)
Approximately $25 million of synergies expected to be achieved in 2021.
2View entire presentation