0000899243-20-033564.txt : 20201211
0000899243-20-033564.hdr.sgml : 20201211
20201211160508
ACCESSION NUMBER: 0000899243-20-033564
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201209
FILED AS OF DATE: 20201211
DATE AS OF CHANGE: 20201211
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Assured Investment Management LLC
CENTRAL INDEX KEY: 0001427430
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38399
FILM NUMBER: 201383612
BUSINESS ADDRESS:
STREET 1: 280 PARK AVENUE, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: (212) 905-3900
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER NAME:
FORMER CONFORMED NAME: BlueMountain Capital Management, LLC
DATE OF NAME CHANGE: 20080215
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AdaptHealth Corp.
CENTRAL INDEX KEY: 0001725255
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082]
IRS NUMBER: 823677704
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 220 WEST GERMANTOWN PIKE
STREET 2: SUITE 250
CITY: PLYMOUTH MEETING
STATE: PA
ZIP: 19462
BUSINESS PHONE: 610-630-6357
MAIL ADDRESS:
STREET 1: 220 WEST GERMANTOWN PIKE
STREET 2: SUITE 250
CITY: PLYMOUTH MEETING
STATE: PA
ZIP: 19462
FORMER COMPANY:
FORMER CONFORMED NAME: DFB Healthcare Acquisitions Corp.
DATE OF NAME CHANGE: 20171213
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-12-09
0
0001725255
AdaptHealth Corp.
AHCO
0001427430
Assured Investment Management LLC
280 PARK AVENUE, 12TH FLOOR
NEW YORK
NY
10017
1
0
0
0
Put Option (Right to Sell)
14.50
2020-12-09
4
M
0
1898967
0.00
D
2020-12-31
Class A and B Common Stock
1898967
0
I
Footnotes
Call Option (Obligation to Sell)
15.76
2020-12-09
4
M
0
1898967
0.00
D
2020-12-31
Class A and B Common Stock
1898967
0
I
Footnotes
The filing of this Form 4 shall not be construed as an admission that Assured Investment Management LLC (f/k/a BlueMountain Capital Management, LLC) ("AssuredIM") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any put options ("Put Options") relating to shares of Class A Common Stock, par value $0.0001 per share "Class A Common Stock") and Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), of AdaptHealth Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, AssuredIM disclaims such beneficial ownership, except to the extent of its pecuniary interest.
AssuredIM is the investment manager of each of: (i) BMSB L.P. ("BMSB"); (ii) BlueMountain Fursan Fund L.P. ("FRSN"); (iii) BlueMountain Foinaven Master Fund L.P. ("BMFV"); and (iv) BlueMountain Summit Opportunities Fund II (US) L.P. (together with BMSB, FRSN and BMFV, the "Funds"), which collectively are the direct beneficial owners of 1,898,967 Put Options. AssuredIM, although it directs the exercise of the Put Options held by the Funds, only receives an asset-based fee relating to the Put Options held by the Funds.
Pursuant to the Put/Call Option and Consent Agreement dated as of May 25, 2020 by and between the Issuer, the Funds and the other parties thereto (as amended, the "Option Agreement"), the Put Options may be exercised by the Funds at a per option price equal to the greater of (x) $14.50 and (y) 85% of the current market value of a share of Class A Common Stock on the date the Put Options are exercised, as determined in accordance with the terms of the Option Agreement.
Pursuant to the Option Agreement, both of the Put Options and the call options issued by the Funds to the Issuer with respect to the Class A Common Stock and Class B Common Stock of the Issuer (the "Call Options") will become exercisable upon the closing date of a merger involving the Issuer, certain subsidiaries thereof, Solara Holdings, LLC and certain entities related thereto.
Pursuant to the Option Agreement, the Put Options and Call Options each relate to the shares of Class A Common Stock and Class B Common Stock held by the Funds, without distinguishing between such shares.
On December 9, 2020, the Issuer delivered notice to the Funds for the exercise of 1,898,967 Call Options pursuant to the terms of the Option Agreement. In connection with such exercise, the number of Put Options held by the Funds was reduced to zero pursuant to the terms of the Option Agreement.
Dale Wolf serves as a director of the Issuer as the representative of AssuredIM. In connection therewith, AssuredIM may be deemed to be a director by deputization of the Issuer solely for purposes of Section 16(a) of the Exchange Act. As a result, AssuredIM is listed as a "Reporting Person" in Item 1 and the "Director" box is marked in Item 4 of this Form 4.
Assured Investment Management LLC, By: /s/ Eric M. Albert, Chief Compliance Officer
2020-12-11