Filing Details
- Accession Number:
- 0001193125-20-272860
- Form Type:
- 13D Filing
- Publication Date:
- 2020-10-20 16:08:59
- Filed By:
- Blue Mountain Capital
- Company:
- Adapthealth Corp.
- Filing Date:
- 2020-10-20
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Assured Investment Management | 0 | 3,647,353 | 0 | 3,647,353 | 3,647,353 | 6.5% |
| Assured Investment Management GP Holdings | 0 | 2,804,585 | 0 | 2,804,585 | 2,804,585 | 5.0% |
| BlueMountain Summit Opportunities GP II | 0 | 2,115,972 | 0 | 2,115,972 | 2,115,972 | 3.8% |
| BMSB | 0 | 2,115,972 | 0 | 2,115,972 | 2,115,972 | 3.8% |
| BlueMountain Foinaven GP | 0 | 688,613 | 0 | 688,613 | 688,613 | 1.2% |
| BlueMountain Foinaven Master Fund | 0 | 688,613 | 0 | 688,613 | 688,613 | 1.2% |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
ADAPTHEALTH CORP.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
00653Q102
(CUSIP Number)
Eric M. Albert
Assured Investment Management LLC
280 Park Avenue, 12th Floor
New York, New York 10017
212-905-5647
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 16, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 00653Q102 | Page 2 |
| 1 | NAMES OF REPORTING PERSONS
Assured Investment Management LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
3,647,353 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
3,647,353 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,647,353 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See instructions)
IA | |||||
| (1) | The percentage set forth in Row 13 of this Cover Page is based on the 56,334,882 shares of Class A Common Stock (as defined in Item 1) outstanding as of August 4, 2020, as reported on Form 10-Q (as defined in Item 5). |
| CUSIP No. 00653Q102 | Page 3 |
| 1 | NAMES OF REPORTING PERSONS
Assured Investment Management GP Holdings LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
2,804,585 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,804,585 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,804,585 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See instructions)
OO | |||||
| (1) | The percentage set forth in Row 13 of this Cover Page is based on the 56,334,882 shares of Class A Common Stock outstanding as of August 4, 2020, as reported on Form 10-Q. |
| CUSIP No. 00653Q102 | Page 4 |
| 1 | NAMES OF REPORTING PERSONS
BlueMountain Summit Opportunities GP II, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
2,115,972 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,115,972 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,115,972 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See instructions)
OO | |||||
| (1) | The percentage set forth in Row 13 of this Cover Page is based on the 56,334,882 shares of Class A Common Stock outstanding as of August 4, 2020, as reported on Form 10-Q. |
| CUSIP No. 00653Q102 | Page 5 |
| 1 | NAMES OF REPORTING PERSONS
BMSB L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
2,115,972 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,115,972 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,115,972 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See instructions)
PN | |||||
| (1) | The percentage set forth in Row 13 of this Cover Page is based on the 56,334,882 shares of Class A Common Stock outstanding as of August 4, 2020, as reported on Form 10-Q. |
| CUSIP No. 00653Q102 | Page 6 |
| 1 | NAMES OF REPORTING PERSONS
BlueMountain Foinaven GP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
688,613 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
688,613 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
688,613 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See instructions)
OO | |||||
| (1) | The percentage set forth in Row 13 of this Cover Page is based on the 56,334,882 shares of Class A Common Stock outstanding as of August 4, 2020, as reported on Form 10-Q. |
| CUSIP No. 00653Q102 | Page 7 |
| 1 | NAMES OF REPORTING PERSONS
BlueMountain Foinaven Master Fund L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
688,613 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
688,613 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
688,613 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See instructions)
PN | |||||
| (1) | The percentage set forth in Row 13 of this Cover Page is based on the 56,334,882 shares of Class A Common Stock outstanding as of August 4, 2020, as reported on Form 10-Q. |
| CUSIP No. 00653Q102 | Page 8 |
Item 1. Security of the Issuer.
This Amendment No. 2 amends the Schedule 13D related to the shares of Class A Common Stock, par value $0.0001 per share (the Class A Common Stock), of AdaptHealth Corp., a Delaware corporation (the Issuer). The Issuers principal executive office is located at 220 West Germantown Pike, Suite 250, Plymouth Meeting, Pennsylvania 19462.
Item 2. Identity and Background.
Paragraphs (a), (b), (c) and (f) of the Schedule 13D are hereby deleted and replaced with the following:
(a-c) This Statement is being filed by the following beneficial owners of Class A Common Stock (each, a Reporting Person):
| (i) | BMSB L.P., a Delaware limited partnership (BMSB), with respect to the Class A Common Stock directly owned by it; |
| (ii) | BlueMountain Summit Opportunities GP II, LLC, a Delaware limited liability company (BMSB GP), with respect to the Class A Common Stock directly owned by BMSB; |
| (iii) | BlueMountain Foinaven Master Fund L.P., a Cayman Islands exempted limited partnership (BMFV and, together with BMSB, the AssuredIM Funds), with respect to the Class A Common Stock directly owned by it; |
| (iv) | BlueMountain Foinaven GP, LLC, a Delaware limited liability company (BMFV GP and, together with BMSB GP, the General Partners), with respect to the Class A Common Stock directly owned by BMFV; |
| (v) | Assured Investment Management GP Holdings LLC, a Delaware limited liability company (f/k/a BlueMountain GP Holdings, LLC) (GP Holdings), which serves as the sole owner of each General Partner, with respect to the Class A Common Stock directly owned by each AssuredIM Fund; and |
| (vi) | Assured Investment Management LLC, a Delaware limited liability company (f/k/a BlueMountain Capital Management, LLC) (AssuredIM or the Investment Manager), with respect to the Class A Common Stock directly owned by it and with respect to the Class A Common Stock directly owned by the AssuredIM Funds and over which AssuredIM has investment discretion. |
The principal business of: (i) each AssuredIM Fund is to serve as a private investment fund; (ii) each General Partner is to serve as the general partner of the applicable AssuredIM Fund; (iii) GP Holdings is to serve as the sole owner of each of the General Partners; and (iv) the Investment Manager is to serve as investment manager to, and to make investment decisions on behalf of, certain private investment funds including the AssuredIM Funds.
The executive officers, directors and control persons of the Reporting Persons are as follows:
| David Buzen | Chief Executive Officer and Chief Investment Officer of the Investment Manager; Chief Executive Officer and Chief Investment Officer of GP Holdings | |
| Alan Gerstein | Manager of BMSB GP; Manager of BMFV GP | |
| Elizabeth Gile | Manager of BMSB GP | |
| Gary Linford | Manager of BMSB GP; Manager of BMFV GP | |
| Mark Shapiro | Manager of BMSB GP; Manager of BMFV GP | |
The business address of BMFV is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The business address of BMSB, each General Partner, GP Holdings, the Investment Manager, Mr. Buzen, Mr. Gerstein, Ms. Gile and Mr. Shapiro is 280 Park Avenue, 12th Floor, New York, New York 10017. The business address of Mr. Linford is c/o HighWater, Pavilion Commercial Centre, 1st Floor, 802 West Bay Road, P.O. Box 30599, KY1-1203, Grand Cayman, Cayman Islands.
(f) Mr. Buzen, Mr. Gerstein, Ms. Gile and Mr. Shapiro are each U.S. citizens. Mr. Linford is a South African citizen.
| CUSIP No. 00653Q102 | Page 9 |
Item 5. Interest in Securities of the Issuer.
Paragraphs (a), (b) and (c) of the Schedule 13D are hereby deleted and replaced with the following:
(a-b) All percentages set forth in this Schedule 13D are based on the Issuers 56,334,882 shares of Class A Common Stock outstanding as of August 4, 2020, as reported on the Issuers Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020 (Form 10-Q). The information set forth in Rows 7-13 of each Cover Page of this Schedule 13D is hereby incorporated herein by reference.
Each General Partner and GP Holdings expressly declare that this filing shall not be construed as an admission that each is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this filing. AssuredIM expressly declares that this filing shall not be construed as an admission that it is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities owned by the AssuredIM Funds.
None of the Reporting Persons beneficially own any other shares of Class A Common Stock of the Issuer.
(c) During the last 60 days, no transactions in the Class A Common Stock were effected by any of the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended to include the following:
(viii) Amendment to Put/Call Option and Consent Agreement
On October 16, 2020, the Issuer entered into an Amendment to Put/Call Option and Consent Agreement (the Put/Call Option Agreement Amendment) with BMSB, BMFV and the other parties identified therein (the Option Parties) pursuant to which the Issuer and the Option Parties agreed to amend the Put/Call Option Agreement by and among the Issuer and the Option Parties dated as of May 25, 2020 to extend the exercise period under such agreement to December 31, 2020.
The foregoing description of the Put/Call Option Agreement Amendment is a summary only and is qualified in its entirety by reference to the Put/Call Option Agreement Amendment, which is filed as Exhibit 4 hereto and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 of the 13D is hereby amended to include the following:
12. Put/Call Option and Consent Agreement Amendment dated as of October 16, 2020 by and among the parties identified therein, attached as Exhibit 4 hereto.
| CUSIP No. 00653Q102 | Page 10 |
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to the undersigned is true, complete and correct.
Date: October 20, 2020
| ASSURED INVESTMENT MANAGEMENT LLC | ||
| By: | /s/ ERIC M. ALBERT | |
| Name: Eric M. Albert, Chief Compliance Officer | ||
| ASSURED INVESTMENT MANAGEMENT GP HOLDINGS LLC | ||
| By: | /s/ ERIC M. ALBERT | |
| Name: Eric M. Albert, Chief Compliance Officer | ||
| BLUEMOUNTAIN SUMMIT OPPORTUNITIES GP II, LLC | ||
| BY: ASSURED INVESTMENT MANAGEMENT GP HOLDINGS LLC | ||
| By: | /s/ ERIC M. ALBERT | |
| Name: Eric M. Albert, Chief Compliance Officer | ||
| BMSB L.P. | ||
| BY: BLUEMOUNTAIN SUMMIT OPPORTUNITIES GP II, LLC | ||
| BY: ASSURED INVESTMENT MANAGEMENT GP HOLDINGS LLC | ||
| By: | /s/ ERIC M. ALBERT | |
| Name: Eric M. Albert, Chief Compliance Officer | ||
| BLUEMOUNTAIN FOINAVEN GP, LLC | ||
| BY: ASSURED INVESTMENT MANAGEMENT GP HOLDINGS LLC | ||
| By: | /s/ ERIC M. ALBERT | |
| Name: Eric M. Albert, Chief Compliance Officer | ||
| BLUEMOUNTAIN FOINAVEN MASTER FUND L.P. | ||
| BY: BLUEMOUNTAIN FOINAVEN GP, LLC | ||
| BY: ASSURED INVESTMENT MANAGEMENT GP HOLDINGS LLC | ||
| By: | /s/ ERIC M. ALBERT | |
| Name: Eric M. Albert, Chief Compliance Officer | ||
| CUSIP No. 00653Q102 | Page 11 |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representatives authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)