As filed with the Securities and Exchange Commission on May 12, 2020
Registration No. 333-220519
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
AMENDMENT NO. 2
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Encompass Health Corporation*
(Exact Name of Registrant as Specified in its Charter)
Delaware | 63-0860407 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
9001 Liberty Parkway
Birmingham, Alabama 35242
(205) 967-7116
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrants Principal Executive Offices)
Patrick Darby, Esq.
Executive Vice President, General Counsel and Secretary
Encompass Health Corporation
9001 Liberty Parkway
Birmingham, Alabama 35242
(205) 967-7116
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Stephen D. Leasure, Esq. Associate General Counsel Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 (205) 967-7116 |
Timothy W. Gregg, Esq. Maynard, Cooper & Gale, P.C. 2400 Regions/Harbert Plaza 1901 Sixth Avenue North Birmingham, Alabama 35203 (205) 254-1212 |
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-Accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||
Title of Each Class of Securities to be Registered |
Amount to be Registered/ Proposed Maximum Offering Price Per Unit/Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||
Common Stock, par value $0.01 per share |
(1)(2) | (3) | ||
Preferred Stock, par value $0.10 per share |
(1)(2) | (3) | ||
Warrants to purchase Common Stock or Preferred Stock |
(1)(2) | (3) | ||
Debt Securities |
(1)(2) | (3) | ||
Guarantees of Debt Securities |
(1)(4) | (4) | ||
| ||||
|
(1) | Not applicable pursuant to Form S-3 General Instruction II(E). |
(2) | An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices, along with an indeterminate number of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered hereunder. Separate consideration may or may not be received for securities that are issuable upon exercise, settlement, exchange or conversion of other securities. |
(3) | In accordance with Rule 456(b) and Rule 457(r) under the Securities Act, the Registrant is deferring payment of the entire registration fee. |
(4) | No separate consideration will be received for the guarantees, and pursuant to Rule 457(n) under the Securities Act, no separate fee is payable with respect to the guarantees. |
*TABLE OF ADDITIONAL REGISTRANTS
The following direct and indirect subsidiaries of Encompass Health Corporation may guarantee the debt securities and are co-registrants under this registration statement with respect to the guarantees only.
Exact Name of Registrant as Specified in its Charter and Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices# |
State or other Jurisdiction of Incorporation Organization |
Primary Code Number |
I.R.S. Employer Identification Number | |||
A&B Home Health Solutions, LLC |
Delaware | 8060 | 20-4540091 | |||
Abba Home Health, L.P. |
Texas | 8060 | 75-2534367 | |||
Advanced Homecare Holdings, Inc. |
Delaware | 8060 | 61-1475415 | |||
Advanced Homecare Management, Inc. |
Delaware | 8060 | 32-0125426 | |||
AHM Action Home Health, LP |
Texas | 8060 | 77-0646156 | |||
AHM Texas GP, LLC |
Delaware | 8060 | 30-0271368 | |||
AHM Texas LP, Inc. |
Delaware | 8060 | 35-2237067 | |||
Apex Hospice LLC |
Texas | 8060 | 27-2229546 | |||
Best Home Care LP |
Texas | 8060 | 42-1704170 | |||
Camellia Home Health of Alabama, LLC |
Alabama | 8060 | 26-2248812 | |||
Camellia Home Health of East Tennessee, LLC |
Delaware | 8060 | 27-2628199 | |||
Camellia Home Health of the Gulf Coast, LLC |
Mississippi | 8060 | 26-3050037 | |||
Camellia Hospice of Central Mississippi, LLC |
Mississippi | 8060 | 20-3057356 | |||
Camellia Hospice of East Louisiana, LLC |
Delaware | 8060 | 27-4820487 | |||
Camellia Hospice of Louisiana, LLC |
Delaware | 8060 | 20-4342946 | |||
Camellia Hospice of North Mississippi, LLC |
Mississippi | 8060 | 45-2778838 | |||
Camellia Hospice of Northeast Alabama LLC |
Alabama | 8060 | 46-4593038 | |||
Camellia Hospice of Northeast Mississippi, LLC |
Mississippi | 8060 | 45-2778995 | |||
Camellia Hospice of South Alabama, LLC |
Mississippi | 8060 | 81-3288383 | |||
Camellia Hospice of Southwest Mississippi, LLC |
Mississippi | 8060 | 26-4510727 | |||
Camellia Hospice of the Gulf Coast, LLC |
Mississippi | 8060 | 26-4510843 | |||
Camellia Medical Systems, Inc. |
Mississippi | 8060 | 64-0559028 | |||
CareServices of the Treasure Coast, LLC |
Florida | 8060 | 65-1094467 | |||
CareSouth Health System, Inc. |
Delaware | 8060 | 58-2357208 | |||
CareSouth HHA Holdings of Columbus, LLC |
Georgia | 8060 | 20-5926930 | |||
CareSouth HHA Holdings of Dothan, LLC |
Georgia | 8060 | 20-5757719 | |||
CareSouth HHA Holdings of Gainesville, LLC |
Georgia | 8060 | 20-5757801 | |||
CareSouth HHA Holdings of Greensboro, LLC |
Georgia | 8060 | 20-5757822 | |||
CareSouth HHA Holdings of Lexington, LLC |
Georgia | 8060 | 20-5757856 | |||
CareSouth HHA Holdings of North Florida, LLC |
Georgia | 8060 | 32-0379155 | |||
CareSouth HHA Holdings of Panama City, LLC |
Florida | 8060 | 20-3756084 | |||
CareSouth HHA Holdings of Richmond, LLC |
Delaware | 8060 | 54-1735874 | |||
CareSouth HHA Holdings of South Carolina, LLC |
Georgia | 8060 | 26-2501863 | |||
CareSouth HHA Holdings of Tallahassee, LLC |
Florida | 8060 | 20-8362703 | |||
CareSouth HHA Holdings of the Bay Area, LLC |
Georgia | 8060 | 80-0820776 | |||
CareSouth HHA Holdings of Valley, LLC |
Georgia | 8060 | 20-5757756 | |||
CareSouth HHA Holdings of Virginia, LLC |
Georgia | 8060 | 27-2418988 | |||
CareSouth HHA Holdings of Washington, LLC |
Georgia | 8060 | 20-5768202 | |||
CareSouth HHA Holdings of Western Carolina, LLC |
Georgia | 8060 | 45-3146767 | |||
CareSouth HHA Holdings of Winchester, LLC |
Georgia | 8060 | 20-5927443 | |||
CareSouth HHA Holdings, LLC |
Georgia | 8060 | 20-5926895 | |||
CareSouth Hospice, LLC |
Georgia | 8060 | 45-3146366 | |||
Continental Home Care, LLC |
Delaware | 8060 | 73-1607178 | |||
Continental Medical Systems, LLC |
Delaware | 8060 | 51-0287965 | |||
Continental Rehabilitation Hospital of Arizona, Inc. |
Delaware | 8060 | 25-1622264 | |||
CS Health & Wellness, LLC |
Georgia | 8060 | 45-2794191 | |||
Day-By-Day Staff Relief, LLC |
Delaware | 8060 | 73-1483633 | |||
DOSIK, INC. |
Texas | 8060 | 76-0483809 | |||
DRC Health Systems, L.P. |
Texas | 8060 | 76-0505022 | |||
EHHI Holdings, Inc. |
Delaware | 8060 | 26-0553016 | |||
Encompass Health Acquisition Holdings, LLC |
Delaware | 8060 | 47-4222377 | |||
Encompass Health Acquisition Holdings Subsidiary, LLC |
Delaware | 8060 | 38-3972785 | |||
Encompass Health Alabama Real Estate, LLC |
Delaware | 8060 | 81-2766540 | |||
Encompass Health Arizona Real Estate, LLC |
Delaware | 8060 | 45-2816261 | |||
Encompass Health Arkansas Real Estate, LLC |
Delaware | 8060 | 47-5318134 | |||
Encompass Health Boise Holdings, LLC |
Delaware | 8060 | 82-4174650 | |||
Encompass Health Bryan Holdings, LLC |
Delaware | 8060 | 47-5382676 | |||
Encompass Health C Corp Sub Holdings, Inc. |
Delaware | 8060 | 81-2989887 |
2
Encompass Health California Real Estate, LLC |
Delaware | 8060 | 46-0772862 | |||
Encompass Health Central Arkansas Holdings, Inc. |
Delaware | 8060 | 25-1604215 | |||
Encompass Health Colorado Real Estate, LLC |
Delaware | 8060 | 45-2973710 | |||
Encompass Health Deaconess Holdings, LLC |
Delaware | 8060 | 45-4093563 | |||
Encompass Health Fairlawn Holdings, LLC |
Delaware | 8060 | 02-0393832 | |||
Encompass Health GKBJH Holdings, LLC |
Delaware | 8060 | 81-0798944 | |||
Encompass Health Gulfport Holdings, LLC |
Delaware | 8060 | 81-4340729 | |||
Encompass Health Home Health Corporation |
Delaware | 8060 | 47-2409257 | |||
Encompass Health Home Health Holdings, Inc. |
Delaware | 8060 | 47-2409192 | |||
Encompass Health Home Health of Alabama, LLC |
Delaware | 8060 | 83-4080476 | |||
Encompass Health Home Health of Birmingham, LLC |
Delaware | 8060 | 83-4088630 | |||
Encompass Health Home Health of Central Virginia, LLC |
Delaware | 8060 | 84-4239430 | |||
Encompass Health Home Health of Florida, LLC |
Delaware | 8060 | 83-4639428 | |||
Encompass Health Home Health of Kentucky, LLC |
Delaware | 8060 | 82-4928761 | |||
Encompass Health Home Health of New England, LLC |
Delaware | 8060 | 83-2563555 | |||
Encompass Health Home Health of Ohio, LLC |
Delaware | 8060 | 83-2187750 | |||
Encompass Health Hospice of Alabama, LLC |
Delaware | 8060 | 83-4110877 | |||
Encompass Health Hospice of Pennsylvania, LLC |
Delaware | 8060 | 84-2986211 | |||
Encompass Health Hospice of the Midwest, LLC |
Delaware | 8060 | 83-0831560 | |||
Encompass Health Hospice of the Southwest, LLC |
Delaware | 8060 | 84-3812786 | |||
Encompass Health Iowa Real Estate, LLC |
Delaware | 8060 | 83-1251272 | |||
Encompass Health Johnson City Holdings, LLC |
Delaware | 8060 | 46-5136877 | |||
Encompass Health Joint Ventures Holdings, LLC |
Delaware | 8060 | 45-3462275 | |||
Encompass Health Jonesboro Holdings, Inc. |
Delaware | 8060 | 62-1347455 | |||
Encompass Health Kansas Real Estate, LLC |
Delaware | 8060 | 45-5092337 | |||
Encompass Health Kentucky Real Estate, LLC |
Delaware | 8060 | 27-5440425 | |||
Encompass Health Littleton Holdings, LLC |
Delaware | 8060 | 83-1872535 | |||
Encompass Health Lubbock Holdings, LLC |
Delaware | 8060 | 82-2884550 | |||
Encompass Health Martin County Holdings, LLC |
Delaware | 8060 | 45-4094041 | |||
Encompass Health Maryland Real Estate, LLC |
Delaware | 8060 | 47-5529679 | |||
Encompass Health Massachusetts Real Estate, LLC |
Delaware | 8060 | 47-5517900 | |||
Encompass Health Midland Odessa Holdings, LLC |
Delaware | 8060 | 81-2974816 | |||
Encompass Health Myrtle Beach Holdings, LLC |
Delaware | 8060 | 81-1407007 | |||
Encompass Health Nevada Real Estate, LLC |
Delaware | 8060 | 46-3643875 | |||
Encompass Health New Mexico Real Estate, LLC |
Delaware | 8060 | 46-3662902 | |||
Encompass Health Ohio Real Estate, LLC |
Delaware | 8060 | 45-4508186 | |||
Encompass Health Owned Hospitals Holdings, LLC |
Delaware | 8060 | 27-2457679 | |||
Encompass Health Pennsylvania Real Estate, LLC |
Delaware | 8060 | 46-3458365 | |||
Encompass Health Properties, LLC |
Delaware | 8060 | 63-1133453 | |||
Encompass Health Real Estate, LLC |
Delaware | 8060 | 27-2811002 | |||
Encompass Health Rehabilitation Hospital of Abilene, LLC |
Delaware | 8060 | 26-2652076 | |||
Encompass Health Rehabilitation Hospital of Albuquerque, LLC |
Delaware | 8060 | 63-1011171 | |||
Encompass Health Rehabilitation Hospital of Altamonte Springs, LLC |
Delaware | 8060 | 45-2905189 | |||
Encompass Health Rehabilitation Hospital of Arlington, LLC |
Delaware | 8060 | 63-1184844 | |||
Encompass Health Rehabilitation Hospital of Austin, LLC |
Delaware | 8060 | 26-1408389 | |||
Encompass Health Rehabilitation Hospital of Bakersfield, LLC |
Delaware | 8060 | 63-1184845 | |||
Encompass Health Rehabilitation Hospital of Bluffton, LLC |
Delaware | 8060 | 81-1718775 | |||
Encompass Health Rehabilitation Hospital of Braintree, LLC |
Delaware | 8060 | 90-1015323 | |||
Encompass Health Rehabilitation Hospital of Cardinal Hill, LLC |
Delaware | 8060 | 47-3054927 | |||
Encompass Health Rehabilitation Hospital of Charleston, LLC |
South Carolina | 8060 | 57-0904886 | |||
Encompass Health Rehabilitation Hospital of Cincinnati, LLC |
Delaware | 8060 | 45-1441844 | |||
Encompass Health Rehabilitation Hospital of City View, Inc. |
Delaware | 8060 | 25-1587575 | |||
Encompass Health Rehabilitation Hospital of Colorado Springs, Inc. |
Delaware | 8060 | 25-1612420 | |||
Encompass Health Rehabilitation Hospital of Columbia, Inc. |
Delaware | 8060 | 63-0974715 | |||
Encompass Health Rehabilitation Hospital of Concord, Inc. |
Delaware | 8060 | 63-1102594 | |||
Encompass Health Rehabilitation Hospital of Cypress, LLC |
Delaware | 8060 | 27-3444511 | |||
Encompass Health Rehabilitation Hospital of Dallas, LLC |
Delaware | 8060 | 26-2934144 | |||
Encompass Health Rehabilitation Hospital of Dayton, LLC |
Delaware | 8060 | 27-0844718 | |||
Encompass Health Rehabilitation Hospital of Desert Canyon, LLC |
Delaware | 8060 | 27-2457834 | |||
Encompass Health Rehabilitation Hospital of Dothan, Inc. |
Alabama | 8060 | 63-1097851 | |||
Encompass Health Rehabilitation Hospital of East Valley, LLC |
Delaware | 8060 | 26-2942698 | |||
Encompass Health Rehabilitation Hospital of Erie, LLC |
Delaware | 8060 | 63-1105904 | |||
Encompass Health Rehabilitation Hospital of Florence, Inc. |
South Carolina | 8060 | 57-0775688 | |||
Encompass Health Rehabilitation Hospital of Fort Smith, LLC |
Delaware | 8060 | 63-1105919 | |||
Encompass Health Rehabilitation Hospital of Franklin, LLC |
Delaware | 8060 | 27-4344918 | |||
Encompass Health Rehabilitation Hospital of Fredericksburg, LLC |
Delaware | 8060 | 20-0949793 | |||
Encompass Health Rehabilitation Hospital of Gadsden, LLC |
Delaware | 8060 | 27-4000610 |
3
Encompass Health Rehabilitation Hospital of Harmarville, LLC |
Delaware | 8060 | 52-1960506 | |||
Encompass Health Rehabilitation Hospital of Henderson, LLC |
Delaware | 8060 | 63-1262946 | |||
Encompass Health Rehabilitation Hospital of Humble, LLC |
Delaware | 8060 | 46-4003807 | |||
Encompass Health Rehabilitation Hospital of Katy, LLC |
Delaware | 8060 | 82-4549154 | |||
Encompass Health Rehabilitation Hospital of Kingsport, LLC |
Delaware | 8060 | 63-1028003 | |||
Encompass Health Rehabilitation Hospital of Lakeview, LLC |
Delaware | 8060 | 25-1573943 | |||
Encompass Health Rehabilitation Hospital of Largo, LLC |
Delaware | 8060 | 63-1134645 | |||
Encompass Health Rehabilitation Hospital of Las Vegas, LLC |
Delaware | 8060 | 25-1693810 | |||
Encompass Health Rehabilitation Hospital of Littleton, LLC |
Delaware | 8060 | 45-4929357 | |||
Encompass Health Rehabilitation Hospital of Manati, Inc. |
Delaware | 8060 | 20-1151662 | |||
Encompass Health Rehabilitation Hospital of Mechanicsburg, LLC |
Delaware | 8060 | 63-1105923 | |||
Encompass Health Rehabilitation Hospital of Miami, LLC |
Delaware | 8060 | 27-5253818 | |||
Encompass Health Rehabilitation Hospital of Middletown, LLC |
Delaware | 8060 | 27-3463026 | |||
Encompass Health Rehabilitation Hospital of Modesto, LLC |
Delaware | 8060 | 46-4417320 | |||
Encompass Health Rehabilitation Hospital of Montgomery, Inc. |
Alabama | 8060 | 63-1106107 | |||
Encompass Health Rehabilitation Hospital of Murrieta, LLC |
Delaware | 8060 | 82-3473130 | |||
Encompass Health Rehabilitation Hospital of New England, LLC |
Delaware | 8060 | 90-1015581 | |||
Encompass Health Rehabilitation Hospital of Newnan, LLC |
Delaware | 8060 | 27-3390540 | |||
Encompass Health Rehabilitation Hospital of Nittany Valley, Inc. |
Delaware | 8060 | 63-1105924 | |||
Encompass Health Rehabilitation Hospital of Northern Kentucky, LLC |
Delaware | 8060 | 63-1184835 | |||
Encompass Health Rehabilitation Hospital of Northern Virginia, LLC |
Delaware | 8060 | 26-1159764 | |||
Encompass Health Rehabilitation Hospital of Northwest Tucson, L.P. |
Delaware | 8060 | 25-1654947 | |||
Encompass Health Rehabilitation Hospital of Ocala, LLC |
Delaware | 8060 | 27-3308405 | |||
Encompass Health Rehabilitation Hospital of Panama City, Inc. |
Florida | 8060 | 63-1119356 | |||
Encompass Health Rehabilitation Hospital of Pearland, LLC |
Delaware | 8060 | 81-1940348 | |||
Encompass Health Rehabilitation Hospital of Petersburg, LLC |
Delaware | 8060 | 20-0948362 | |||
Encompass Health Rehabilitation Hospital of Plano, LLC |
Delaware | 8060 | 25-1661222 | |||
Encompass Health Rehabilitation Hospital of Reading, LLC |
Delaware | 8060 | 72-1397929 | |||
Encompass Health Rehabilitation Hospital of Richardson, LLC |
Delaware | 8060 | 20-5315890 | |||
Encompass Health Rehabilitation Hospital of Round Rock, LLC |
Delaware | 8060 | 20-8038733 | |||
Encompass Health Rehabilitation Hospital of San Antonio, Inc. |
Delaware | 8060 | 63-1105930 | |||
Encompass Health Rehabilitation Hospital of San Juan, Inc. |
Delaware | 8060 | 46-0977422 | |||
Encompass Health Rehabilitation Hospital of Sarasota, LLC |
Delaware | 8060 | 63-1134650 | |||
Encompass Health Rehabilitation Hospital of Scottsdale, LLC |
Delaware | 8060 | 63-1184846 | |||
Encompass Health Rehabilitation Hospital of Shelby County, LLC |
Delaware | 8060 | 27-0275705 | |||
Encompass Health Rehabilitation Hospital of Spring Hill, Inc. |
Delaware | 8060 | 63-1244181 | |||
Encompass Health Rehabilitation Hospital of Sugar Land, LLC |
Delaware | 8060 | 27-2810882 | |||
Encompass Health Rehabilitation Hospital of Sunrise, LLC |
Delaware | 8060 | 63-1134714 | |||
Encompass Health Rehabilitation Hospital of Tallahassee, LLC |
Delaware | 8060 | 63-1134713 | |||
Encompass Health Rehabilitation Hospital of Texarkana, Inc. |
Delaware | 8060 | 63-1105916 | |||
Encompass Health Rehabilitation Hospital of the Mid-Cities, LLC |
Delaware | 8060 | 26-1408611 | |||
Encompass Health Rehabilitation Hospital of The Woodlands, Inc. |
Delaware | 8060 | 63-1105909 | |||
Encompass Health Rehabilitation Hospital of Toms River, LLC |
Delaware | 8060 | 63-1105897 | |||
Encompass Health Rehabilitation Hospital of Treasure Coast, Inc. |
Delaware | 8060 | 63-1105921 | |||
Encompass Health Rehabilitation Hospital of Tustin, L.P. |
Delaware | 8060 | 33-0695017 | |||
Encompass Health Rehabilitation Hospital of Utah, LLC |
Delaware | 8060 | 63-1105917 | |||
Encompass Health Rehabilitation Hospital of Vineland, LLC |
Delaware | 8060 | 26-2414472 | |||
Encompass Health Rehabilitation Hospital of Western Massachusetts, LLC |
Massachusetts | 8060 | 04-2987822 | |||
Encompass Health Rehabilitation Hospital of York, LLC |
Delaware | 8060 | 63-1105925 | |||
Encompass Health Rehabilitation Hospital The Vintage, LLC |
Delaware | 8060 | 27-0941690 | |||
Encompass Health Rehabilitation Hospital Vision Park, LLC |
Delaware | 8060 | 26-0518706 | |||
Encompass Health Rehabilitation Institute of Tucson, LLC |
Alabama | 8060 | 63-1184847 | |||
Encompass Health Savannah Holdings, LLC |
Delaware | 8060 | 47-1113576 | |||
Encompass Health Sea Pines Holdings, LLC |
Delaware | 8060 | 45-4093483 | |||
Encompass Health Sewickley Holdings, LLC |
Delaware | 8060 | 82-2153220 | |||
Encompass Health South Carolina Real Estate, LLC |
Delaware | 8060 | 46-3629300 | |||
Encompass Health South Dakota Real Estate, LLC |
Delaware | 8060 | 83-2536799 | |||
Encompass Health Support Companies, LLC |
Delaware | 8060 | 46-2882734 | |||
Encompass Health Texas Real Estate, LLC |
Delaware | 8060 | 27-3167838 | |||
Encompass Health Tucson Holdings, LLC |
Delaware | 8060 | 45-4055073 | |||
Encompass Health Tulsa Holdings, LLC |
Delaware | 8060 | 47-4340755 | |||
Encompass Health Tyler Holdings, Inc. |
Delaware | 8060 | 25-1667731 | |||
Encompass Health Utah Real Estate, LLC |
Delaware | 8060 | 46-3649491 | |||
Encompass Health ValleyofTheSun Rehabilitation Hospital, LLC |
Delaware | 8060 | 63-1184848 | |||
Encompass Health Virginia Real Estate, LLC |
Delaware | 8060 | 47-2424063 |
4
Encompass Health Walton Rehabilitation Hospital, LLC |
Delaware | 8060 | 46-1318969 | |||
Encompass Health West Tennessee Holdings, LLC |
Delaware | 8060 | 47-5213142 | |||
Encompass Health West Virginia Real Estate, LLC |
Delaware | 8060 | 27-4647272 | |||
Encompass Health Westerville Holdings, LLC |
Delaware | 8060 | 47-4109302 | |||
Encompass Health Winston-Salem Holdings, LLC |
Delaware | 8060 | 81-3262644 | |||
Encompass Health Yuma Holdings, Inc. |
Delaware | 8060 | 95-4895912 | |||
Encompass Home Health of Austin, LLC |
Texas | 8060 | 27-2447532 | |||
Encompass Home Health of Colorado, LLC |
Delaware | 8060 | 26-4459105 | |||
Encompass Home Health of DFW, LLC |
Texas | 8060 | 27-2447719 | |||
Encompass Home Health of East Texas, LLC |
Delaware | 8060 | 81-3237748 | |||
Encompass Home Health of New England, LLC |
Delaware | 8060 | 46-1140583 | |||
Encompass Home Health of the Mid Atlantic, LLC |
Delaware | 8060 | 46-1385982 | |||
Encompass Home Health of the Midwest, LLC |
Delaware | 8060 | 81-2976963 | |||
Encompass Home Health of the Southeast, LLC |
Florida | 8060 | 47-1159229 | |||
Encompass Home Health of the West, LLC |
Idaho | 8060 | 45-2732517 | |||
Encompass Hospice of the West, LLC |
Idaho | 8060 | 45-2732643 | |||
Encompass of Fort Worth, LP |
Texas | 8060 | 11-3731472 | |||
Encompass of West Texas, LP |
Texas | 8060 | 20-1141684 | |||
EXCELLA ASSOCIATES, L.L.C. |
Massachusetts | 8060 | 45-5458768 | |||
EXCELLA HEALTHCARE, INC. |
Massachusetts | 8060 | 45-0467774 | |||
EXCELLA HOME HEALTH AGENCY, LLC |
Massachusetts | 8060 | 27-3571315 | |||
EXCELLA HOMECARE, INC. |
Massachusetts | 8060 | 57-1238340 | |||
Guardian Home Care, Inc. |
Idaho | 8060 | 84-1419555 | |||
Hallmark Homecare, L.P. |
Texas | 8060 | 74-2963606 | |||
HealthCare Innovations of Oklahoma, L.L.C. |
Texas | 8060 | 73-1591457 | |||
HEALTHCARE INNOVATIONS OF WESTERN OKLAHOMA, L.L.C. |
Texas | 8060 | 35-2176144 | |||
HealthCare Innovations-Travertine Health Services, L.L.C. |
Texas | 8060 | 73-1587613 | |||
HealthSouth Rehabilitation Hospital of Austin, Inc. |
Delaware | 8060 | 63-1105908 | |||
HealthSouth Rehabilitation Hospital of Fort Worth, LLC |
Delaware | 8060 | 63-0923506 | |||
Home Health Care of Bogalusa, Inc. |
Delaware | 8060 | 64-0714358 | |||
Home Health Care Systems, Inc. |
Mississippi | 8060 | 64-0695644 | |||
Hospice Care of Mississippi, LLC |
Mississippi | 8060 | 20-0086979 | |||
Idaho Homecare Holdings, Inc. |
Idaho | 8060 | 26-4040999 | |||
Orion Homecare, LLC |
Idaho | 8060 | 30-0570179 | |||
Preferred Home Health, L.P. |
Texas | 8060 | 76-0354395 | |||
Print Promotions Group, LLC |
Delaware | 8060 | 46-2863772 | |||
Rebound, LLC |
Delaware | 8060 | 62-1178229 | |||
Rehabilitation Hospital Corporation of America, LLC |
Delaware | 8060 | 23-2655290 | |||
Rehabilitation Hospital of North Alabama, LLC |
Delaware | 8060 | 37-1921725 | |||
Rehabilitation Hospital of Plano, LLC |
Delaware | 8060 | 25-1612423 | |||
Reliant Blocker Corp. |
Delaware | 8060 | 27-5236263 | |||
Saad Healthcare of St. Clair County LLC |
Delaware | 8060 | 83-1056127 | |||
Texas Senior Care, L.P. |
Texas | 8060 | 75-2036507 | |||
TH of San Antonio LLC |
Texas | 8060 | 27-3260835 | |||
WellCare, Inc. |
New Mexico | 8060 | 85-0441097 | |||
Wellmark Healthcare Services of El Paso, Inc. |
Texas | 8060 | 74-2727486 | |||
West Mississippi Home Health Services, Inc. |
Mississippi | 8060 | 64-0944772 | |||
Western Neuro Care, Inc. |
Delaware | 8060 | 94-3030235 |
# | All Registrants have the following principal executive offices: |
c/o Encompass Health Corporation
9001 Liberty Parkway
Birmingham, Alabama 35242
(205) 967-7116
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EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (Registration No. 333-220519) is being filed for the purpose of updating the list of Co-Registrants so that the list accurately reflects those of our subsidiaries that may serve as guarantors of some or all of our debt securities offered by any prospectus supplement. No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses relating to the issuance and distribution of the securities registered hereby, other than underwriting discounts, commissions and transfer taxes, that will be borne by the registrants.
SEC Registration Fee | * | |||
Accounting Fees and Expenses | ** | |||
Legal Fees and Expenses | ** | |||
Transfer Agent Fees and Expenses | ** | |||
Warrant Agent Fees and Expenses | ** | |||
Trustee Fees and Expenses | ** | |||
Rating Agency Fees | ** | |||
Printing and Mailing Fees and Expenses | ** | |||
FINRA Fees | ** | |||
Total |
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|
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* | Deferred in accordance with Rule 456(b) and Rule 457(r) of the Securities Act. |
** | Since an indeterminate amount of securities is covered by this registration statement, the expenses in connection with the issuance and distribution of the securities are therefore not currently determinable. The Company will file an updated table at the time of completion of any offering under this registration statement. |
Item 15. Indemnification of Directors and Officers.
The following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and the amended and restated certificate of incorporation and the amended and restated bylaws of Encompass Health Corporation, a Delaware corporation (the Company). Article VI of the Companys amended and restated bylaws provides that, to the fullest extent permitted by applicable law, the Company will indemnify any person (and the heirs, executors and administrators of such person) who, by reason of the fact that he or she is or was a director, officer, employee or agent of the Company, was or is a party or is threatened to be a party to (a) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such action, suit or proceeding, or (b) any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor, against expenses (including attorneys fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit. Moreover, any indemnification by the Company pursuant thereto will not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled.
Section 145 of the Delaware General Corporation Law (the DGCL) provides that a corporation may indemnify any persons, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such director, officer, employee or agent acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that the persons conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses that such officer or director actually and reasonably incurred.
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The indemnification permitted under the DGCL is not exclusive, and pursuant to Section 145 of the DGCL, a corporation is empowered to purchase and maintain insurance against liabilities whether or not indemnification would be permitted by statute. Article VI of the Companys amended and restated bylaws provides that it has the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability under applicable law. The Company presently has in place policies insuring its directors and officers under certain circumstances which may include liability or related losses under applicable law.
Section 102(b)(7) of the DGCL allows a Delaware corporation to eliminate or limit the personal liability of directors to a corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Delaware corporate law or obtained an improper personal benefit.
Pursuant to Section 102(b)(7) of the DGCL, Article NINTH of the Companys amended and restated certificate of incorporation provides that no director shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director except (a) for any breach of the directors duty of loyalty to the Company or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (d) for any transaction from which the director derived an improper personal benefit.
Under separate indemnification agreements with the Company, each director of the Company appointed to the Companys board of directors prior to 2015 is indemnified against all liabilities relating to his or her position as a director or officer of the Company, to the fullest extent permitted under applicable laws.
Delaware Registrants
Delaware Corporations
The bylaws of each of the co-registrants that are Delaware corporations (collectively, the Delaware Corporate Registrants) provide that, to the fullest extent permitted by applicable law, the Delaware Corporate Registrant will indemnify any person (and the heirs, executors and administrators of such person) who, by reason of the fact that he or she is or was a director, officer, employee or agent of the Delaware Corporate Registrant, was or is a party or is threatened to be a party to (a) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Delaware Corporate Registrant), against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such action, suit or proceeding, or (b) any threatened, pending or completed action or suit by or in the right of the Delaware Corporate Registrant to procure a judgment in its favor, against expenses (including attorneys fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit. Moreover, any indemnification by the Delaware Corporate Registrant pursuant thereto will not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled. The Delaware Corporate Registrants will, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys fees) incurred by an indemnified person prior to final disposition of any proceeding upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if that person is ultimately determined not to be entitled to indemnification under the bylaws of the Delaware Corporate Registrant.
The Delaware Corporate Registrants respective bylaws provide that they have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Delaware Corporate Registrant, or is or was serving at the request of the Delaware Corporate Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Delaware Corporate Registrant would have the power to indemnify him or her against such liability under applicable law.
Pursuant to Section 102(b)(7) of the DGCL, the Delaware Corporate Registrants respective certificates of incorporation provide that no director shall be personally liable to the Delaware Corporate Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director except (a) for any breach of the directors duty of loyalty to the Delaware Corporate Registrant or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (d) for any transaction from which the director derived an improper personal benefit.
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Delaware LLCs
The operating agreements of each of the co-registrants that are Delaware limited liability companies (the Delaware LLC Registrants) provide that, to the fullest extent permitted by law and subject to certain enumerated exceptions, the Delaware LLC Registrants will indemnify any person who is a manager or member of such companies, or any officer, director or manager of any of the foregoing, any officer of the Delaware LLC Registrants, or other persons named therein, against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative (collectively, Claims), in which he or she may be involved, or threatened to be involved, as a party or otherwise, by reason of his or her management of the affairs of the Delaware LLC Registrant or which relates to or arises out of the Delaware LLC Registrant or its property, business or affairs. The Delaware LLC Registrants will advance expenses of any Claim prior to final disposition of such Claim upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if that person is ultimately determined not to be entitled to indemnification under the operating agreement of the Delaware LLC Registrant.
Except as noted below, the operating agreements of the remaining co-registrants that are limited liability companies organized under the laws of Alabama, Florida, Georgia, Massachusetts and South Carolina contain identical provisions.
Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager of the limited liability company from and against any and all claims and demands whatsoever.
Delaware Limited Partnerships
The partnership agreement of Encompass Health Rehabilitation Hospital of Northwest Tucson, L.P. provides that the partnership will, subject to certain exceptions, indemnify the general partner and its affiliates against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims incurred by them in connection with the partnership. Additionally, the partnership will indemnify the tax matters partner against all claims, liabilities, losses and damages, including judgments, fines and expenses (including attorneys fees) incurred by the tax matters partner in connection with (a) any administrative or judicial proceeding with respect to the tax liability of the partners and (b) any civil, criminal or investigative proceeding in which the tax matters partner is involved or threatened to be involved in, solely by virtue of being tax matters partner. The partnership agreement of Encompass Health Rehabilitation Hospital of Tustin, L.P. provides that the partnership will, subject to certain exceptions, indemnify each general partner and each affiliate, shareholder, officer, director, employee and agent of each general partner and its affiliates against any claim, loss, liability, damage or expense (including reasonable attorneys fees) arising as a result of any act by the foregoing persons. The partnership will advance expenses incurred by any indemnified person as a result of a legal action relating to the performance of duties or services by the indemnified party on behalf of the partnership upon receipt of an undertaking by the indemnified person to repay such expenses if that person is ultimately determined not to be entitled to indemnification under the partnership agreement.
Section 15-110 of the Delaware Revised Uniform Partnership Act provides that, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.
Alabama Registrants
Alabama Corporations
Sections 10A-2-8.50 to 10A-2-8.58 of the Alabama Business and Nonprofit Entity Code (the Alabama Code) give a corporation power to indemnify an individual made a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if (a) the individual conducted himself or herself in good faith, (b) the individual reasonably believed: (i) in the case of conduct in his or her official capacity with the corporation, that the conduct was in its best interests; and (ii) in all other cases, that the conduct was at least not opposed to its best interests, and (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe his or her conduct was unlawful. Under the Alabama Code, a corporation may not indemnify a director (a) in connection with a proceeding by or in the right of the corporation in
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which the director was adjudged liable to the corporation, or (b) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his or her official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by him or her. In addition, Sections 10A-2-8.52 and 10A-2-8.56 of the Alabama Code state that, to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any proceeding, or of any claim, issue or matter therein, he or she shall be indemnified against reasonable expenses incurred in connection therewith, notwithstanding that he or she has not been successful on any other claim, issue or matter in any proceeding.
Alabama LLCs
The articles of organization of Encompass Health Rehabilitation Institute of Tucson, LLC (the Alabama LLC Registrant) state that, to the fullest extent permitted under the law, (a) each member is entitled to indemnification for any loss, damage or claim incurred by such member by reason of any act or omission performed or omitted by such member on behalf of the Alabama LLC Registrant, and (b) the Alabama LLC Registrant will advance expenses of an action, proceeding or suit prior to final disposition of the same upon receipt of an undertaking by or on behalf of the member or manager to repay such amount if that person is not entitled to indemnification under the articles or organization. In addition, the operating agreement of the Alabama LLC Registrant provides that it will indemnify any person who is or was a member of the board, a principal officer or the tax matters member of the Alabama LLC Registrant against any and all claims, demands and losses if (x) such person conducted himself or herself in good faith, (y) reasonably believed (i) in the case of conduct in his or her official capacity with the Alabama LLC Registrant, that his or her conduct was in its best interests and (ii) in all other cases, that his or her conduct was at least not opposed to its best interests and such person was not found liable in a proceeding charging improper personal gain, and (z) in the case of any criminal proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Moreover, any indemnification by the Alabama LLC Registrant pursuant to the provisions of the operating agreement will not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled.
Section 10A-5A-4.10 of the Alabama Limited Liability Company Law of 2014 permits a limited liability company, or a series thereof, to indemnify and hold harmless a member or other person and pay in advance or reimburse expenses incurred by a member or other person.
Florida Registrants
Florida Corporation
The bylaws of Encompass Health Rehabilitation Hospital of Panama City, Inc. (the Florida Registrant) provide that, to the fullest extent permitted by applicable law, the Florida Registrant will indemnify its directors and officers against liabilities, and advance reasonable expenses, incurred in any proceeding, including threatened or pending suits, whether civil, criminal or investigative and whether formal or informal, to which such person is, or is threatened to be made, a party or a witness because of his or her role as a director or officer. Moreover, the rights to indemnification granted under the bylaws will not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may otherwise be entitled.
Section 607.0831 of the Florida Business Corporation Act (the Florida Code) provides, among other things, that a director is not personally liable for monetary damages to a company or any other person for any statement, vote, decision, or failure to act, by the director, unless the director breached or failed to perform his or her duties as a director and such breach or failure constitutes (a) a violation of criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful, (b) a transaction from which the director derived an improper personal benefit, (c) a circumstance under which the liability provisions of Section 607.0834 of the Florida Code (relating to the liability of the directors for improper distributions) are applicable, (d) willful misconduct or a conscious disregard for the best interest of the company in the case of a proceeding by or in the right of the company to procure a judgment in its favor or by or in the right of a stockholders, or (e) recklessness or an act or omission in bad faith or with malicious purpose or with wanton and willful disregard of human rights, safety or property, in a proceeding by or in the right of someone other than such company or a stockholder.
Section 607.0850 of the Florida Code authorizes, among other things, a company to indemnify any person who was or is a party to any proceeding (other than an action by or in the right of the company) by reason of the fact that he or she is or was a director, officer, employee or agent of the company (or is or was serving at the request of the company in such a position for any entity) against liability incurred in connection with such proceedings, if he or she acted in good faith and in a manner reasonably believed to be in the best interests of the company and, with respect to criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful.
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The Florida Code requires that a director, officer or employee be indemnified for actual and reasonable expenses (including attorneys fees) to the extent that he or she has been successful on the merits or otherwise in the defense of any proceeding. Florida law also allows expenses of defending a proceeding to be advanced by a company before the final disposition of the proceedings, provided that the officer, director or employee undertakes to repay such advance if it is ultimately determined that indemnification is not appropriate.
The Florida Code further states that the indemnification and advancement of expenses provided pursuant to Section 607.0850 is not exclusive and that indemnification may be provided by a company pursuant to other means, including agreements or bylaw provisions. Florida law prohibits indemnification or advancement of expenses, however, if a judgment or other final adjudication establishes that the actions of a director, officer or employee constitute (a) a violation of criminal law, unless he or she had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful, (b) a transaction from which such person derived an improper personal benefit, (c) willful misconduct or conscious disregard for the best interests of the company in the case of a derivative action or a proceeding by or in the right of a stockholder, or (d) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 of the Florida Code (relating to the liability of directors for improper distributions) are applicable.
Florida LLCs
Section 605.0408 of the Florida Revised Limited Liability Company Act (the FLLCA) provides that subject to such standards and restrictions, if any, as are set forth in its articles of organization or operating agreement, a limited liability company may indemnify and hold harmless a person with respect to a claim or demand against the person and a debt, obligation, or other liability incurred by the person by reason of the persons former or present capacity as a member or manager if the claim, demand, debt, obligation, or other liability does not arise from does not arise from: (1) a distribution made by the company where after the distribution either (a) the company would not be able to pay its debts as they become due in the ordinary course of the companys activities and affairs, or (b) the companys total assets would be less than the sum of its total liabilities, plus the amount that would be needed to satisfy certain preferential distribution rights; (2) a breach related to the management of the limited liability company; (3) an improper delegation of rights and powers to manage and control the business and affairs of the company; (4) a breach of the rules and requirements for the selection, terms, and removal of managers in a manager-managed limited liability company; (5) a breach relating to the voting rights of members and managers; (6) a breach relating to the agency rights of members and managers in a limited liability company; or (7) a breach of the standards of conduct for members and managers, including the fiduciary duties of loyalty and care and the obligation of good faith and fair dealing.
Georgia Registrants
Section 14-11-303 of the Georgia Limited Liability Company Act (the GLLCA) provides that a member, manager, agent or employee of a limited liability company is not liable, solely by reason of that capacity, for a debt, obligation or liability of the limited liability company (except for certain tax liabilities).
Section 14-11-306 provides that, subject to any standards and restrictions set forth in a limited liability companys articles of organization or written operating agreement, a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever arising in connection with the limited liability company; provided, however, that no limited liability company shall have the power to indemnify any member or manager for intentional misconduct, knowing violation of law, or a transaction for which the member or manager received a personal benefit in violation or breach of the written operating agreement.
Idaho Registrants
Idaho Corporations
The following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and the amended and restated bylaws of each of the co-registrants that are Idaho corporations (collectively, the Idaho Corporate Registrants). Article VI of the Idaho Corporate Registrants amended and restated bylaws provide that to the fullest extent permitted by law, the corporation shall indemnify each stockholder, director, officer, or manager of the corporation from any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, which arise from such persons management of the affairs of the corporation except where the person engaged in fraud, willful misconduct, bad faith or gross negligence.
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Idaho Code Section 30-29-852 requires that a corporation indemnify a director who was successful in the defense of any proceeding to which the director was a party because he or she was a director against any expenses associated with the proceeding. Idaho Code Section 30-29-851 provides that a corporation may indemnify a director or officer acting in the individuals capacity as such against liability incurred in a proceeding if the individual conducted himself or herself in good faith and reasonably believed the action was in the best interests of the corporation and, with respect to a criminal proceeding, had no cause to believe the conduct was unlawful. Under Idaho Code Section 30-29-856, an officer is also entitled to mandatory indemnification and the corporation may indemnify the officer to the same extent as a director, except where the liability arises out of (1) receipt of a financial benefit to which the officer is not entitled, (2) intentional infliction of harm on the corporation or a shareholder, or (3) an intentional violation of criminal law.
Idaho LLCs
The following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and the amended and restated bylaws of each of the co-registrants that are Idaho limited liability companies (collectively, the Idaho LLC Registrants). Article VIII of the Idaho LLC Registrants amended and restated operating agreements provide that to the fullest extent permitted by law, the corporation shall indemnify each stockholder, director, officer, or manager of the corporation from any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, which arise from such persons management of the affairs of the corporation except where the person engaged in fraud, willful misconduct, bad faith or gross negligence.
Idaho Code Section 30-25-408 provides that a limited liability company shall indemnify a member of a member-managed company (or a manager of a manager-managed company) with respect to any claim or demand, debt, obligation or other liability incurred by the member by reason of the members former or present capacity as a member (or manager) as long as such liability does not arise from the persons breach of Idaho Code Section 30-25-405 (regarding limitations on distributions), Section 30-25-407 (regarding management of the company) or Section 30-25-409 (regarding standards of conduct, including fiduciary duty of loyalty, duty of care, and contractual obligations of good faith and fair dealing).
Massachusetts Registrants
Massachusetts LLCs
Section 8 of the Massachusetts Limited Liability Company Act (Massachusetts LLC Law) provides that, subject to such standards and restrictions, if any, as are set forth in its certificate of organization or written operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Such indemnification may include payment by the limited liability company of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under Massachusetts LLC Law, which undertaking may be accepted without reference to the financial ability of such person to make repayment. Any such indemnification may be provided although the person to be indemnified is no longer a member or a manager. No indemnification shall be provided for any person with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the limited liability company. Section 8 of Massachusetts LLC Law also provides that the certificate of organization or a written operating agreement may eliminate or limit the personal liability of a manager for breach of any duty to the limited liability company or to another member or manager.
Massachusetts Corporations
Under the amended and restated bylaws of each of the co-registrants that are Massachusetts corporations (collectively, the Massachusetts Corporate Registrants), each of the Massachusetts Corporate Registrants shall, to the extent legally permissible, indemnify each director and officer of such company against all expenses and liabilities reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding in which he or she may become involved by reason of having served in such capacity. The Massachusetts
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Corporate Registrants shall not provide indemnification with respect to (i) any claim with respect to which such person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any claim initiated by such person unless such claim (or part thereof) (A) was brought to enforce such persons rights to indemnification under the bylaws or (B) was authorized or consented to by the board of directors of such Massachusetts Corporate Registrant. Expenses incurred by an officer or director in defending any claim shall be paid by the Massachusetts Corporate Registrant in advance of the final disposition of such claim upon receipt by the Massachusetts Corporate Registrant of an undertaking by or on behalf of such officer or director to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the Massachusetts Corporate Registrant as authorized by its bylaws.
The Massachusetts General Laws (MGL) Chapter 156D, Part 8, Subdivision E, provides that a corporation may, subject to certain limitations, indemnify its directors, officers, employees and other agents, and individuals serving with respect to any employee benefit plan, and must, in certain cases, indemnify a director or officer for his reasonable costs if he is wholly successful in his defense in a proceeding to which he was a party because he was a director or officer of the corporation. In certain circumstances, a court may order a corporation to indemnify its officers or directors or advance their expenses. MGL Chapter 156D, Section 8.58 allows a corporation to limit or expand its obligation to indemnify its directors, officers, employees and agents in the corporations articles of organization, a bylaw adopted by the shareholders, or a contract adopted by its board of directors or shareholders.
Mississippi Registrants
Mississippi Corporations
The articles of incorporation and amended and restated bylaws of each of the co-registrants that are Mississippi corporations (collectively, the Mississippi Corporate Registrants) provide for indemnification to the fullest extent permitted by law. Each of the Mississippi Corporate Registrants shall, to the extent legally permissible, indemnify each director and officer of such company against all expenses and liabilities reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding in which he or she may become involved by reason of having served in such capacity. The Mississippi Corporate Registrants shall not provide indemnification with respect to (i) any claim with respect to which such person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any claim initiated by such person unless such claim (or part thereof) (A) was brought to enforce such persons rights to indemnification under the bylaws or (B) was authorized or consented to by the board of directors of such Mississippi Corporate Registrant. Expenses incurred by an officer or director in defending any claim shall be paid by the Mississippi Corporate Registrant in advance of the final disposition of such claim upon receipt by the Mississippi Corporate Registrant of an undertaking by or on behalf of such officer or director to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the Mississippi Corporate Registrant as authorized by its bylaws.
Mississippi Code Ann. Section 79-4-8.50 et seq. provides in part that a corporation may indemnify any director, officer, employee or agent of the corporation against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any action, suit or proceeding to which he is or was a party or is threatened to be made a party (including any action by or in the right of the corporation), if such action arises out of his acts on behalf of the corporation and he acted in good faith and that he reasonably believed that conduct in his official capacity with the corporation was in the corporations best interests and that in other cases, his conduct was not opposed to the corporations best interests, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. Mississippi Code Ann. Sections 79-4-8.52 and 79-4-8.56 provide, in general, that a corporation must indemnify a director and officer who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director or officer of the corporation against reasonable expenses incurred by him in connection with the proceeding. The indemnification provisions of Mississippi Code Ann. Section 79-4-8.50 et seq. are not exclusive; however, a corporation may not indemnify any person who is adjudged liable to the corporation in an action by or in the right of the corporation or who is adjudged liable for (i) receipt of an improper financial benefit, (ii) an intentional infliction of harm on the corporation, (iii) unlawful distributions, or (iv) intentional violations of criminal law. A corporation has the power to obtain and maintain insurance on behalf of any person who is or was acting for the corporation, regardless of whether the corporation has the legal authority to indemnify the insured person against such liability. Each of the Mississippi Corporate Registrants bylaws provide for indemnification for directors, officers, employees and agents or former directors, officers, employees and agents of such Mississippi Corporate Registrant to the full extent permitted by Mississippi law.
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Mississippi LLCs
The operating agreements of each of the co-registrants that are Mississippi limited liability companies (collectively, the Mississippi LLC Registrants) provide that each such Mississippi LLC Registrant shall, to the extent legally permissible, indemnify each member, manager, director and officer of such company against all expenses and liabilities reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding in which he or she may become involved by reason of having served in such capacity. The Mississippi LLC Registrants shall not provide indemnification with respect to (i) any claim with respect to which such person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any claim initiated by such person unless such claim (or part thereof) (A) was brought to enforce such persons rights to indemnification under the operating agreement or (B) was authorized or consented to by the board of managers of such Mississippi LLC Registrant. Expenses incurred by an officer or director in defending any claim shall be paid by the Mississippi LLC Registrant in advance of the final disposition of such claim upon receipt by the Mississippi LLC Registrant of an undertaking by or on behalf of such officer or director to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the Mississippi LLC Registrant as authorized by its operating agreement.
Section 79-29-123 of the Revised Mississippi Limited Liability Company Act provides that the certificate of formation or operating agreement may provide for the limitation or elimination of any and all liabilities of any manager, member, officer or other person who is a party to or is otherwise bound by the operating agreement for any action taken, or failure to take any action, as a manager or member or other person, including, for breach of contract and for breach of duties, including all or any fiduciary duties, of a member, manager, officer or other person to a limited liability company or to its members or to another member or manager or officer or to another person; provided, that the certificate of formation or operating agreement may not limit or eliminate liability for (a) the amount of a financial benefit by a member or manager to which the member or manager is not entitled, (b) an intentional infliction of harm on the limited liability company or the members, (c) an intentional violation of criminal law, (d) a wrongful distribution, including distributions made in the course of winding up the company, or (e) any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. A limited liability company may indemnify any member, manager, officer or other person from and against all claims and demands whatsoever, except a limited liability company cannot indemnify any member, manager, officer or other person in connection with a proceeding where such person was (i) found to have engaged in acts or omissions that constitute fraudulent conduct and was adjudged liable for claims based on such conduct, or (ii) was found to have engaged in any actions described in the preceding sentence and was adjudged liable for claims based on such actions. A limited liability company shall indemnify a member, manager, officer or other person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a member, manager, officer or agent of the limited liability company against reasonable expenses incurred by the member, manager, officer or agent in connection with the proceeding.
New Mexico Registrant
Section 6.2 of Article VI of the Bylaws of WellCare, Inc. (the New Mexico Registrant) contains the following provisions with respect to indemnification of directors and officers:
To the fullest extent permitted by law, the New Mexico Registrant shall indemnify and hold harmless each Covered Person (stockholders, directors, or any officers, directors or managers of any of the foregoing, or any officer or director of the New Mexico Registrant) from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (Claims), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the New Mexico Registrant or which relates to or arises out of the New Mexico Registrant or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 6.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Persons rights to indemnification hereunder or (B) was authorized or consented to by the Board of Directors. Expenses incurred by a Covered Person in defending any Claim shall be paid by the New Mexico Registrant in advance of the final disposition of such Claim upon receipt by the New Mexico Registrant of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the New Mexico Registrant as authorized by this Section 6.2.
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Section 53-11-4.1 of the Business Corporation Act of the State of New Mexico provides that a corporation shall have power to indemnify any person made (or threatened to be made) a party to any proceeding (whether threatened, pending or completed) by reason of the fact that the person is or was a director (or, while a director, is or was serving in any of certain other capacities) if: (1) the person acted in good faith; (2) the person reasonably believed: (a) in the case of conduct in the persons official capacity with the corporation, that the persons conduct was in its best interests; and (b) in all other cases, that the persons conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, the person had no reasonable cause to believe the persons conduct was unlawful. Indemnification may be made against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the person in connection with the proceeding, but may be limited or unavailable with respect to certain proceedings. A director shall not be indemnified for an action charging improper personal benefit. In some instances, indemnification of a director may be mandatory or, upon the application of a director, may be ordered by a court. Determination that indemnification is permissible and determination as to reasonable expenses is to be made by majority of a quorum of the board of directors, a designated committee set for this purpose, special legal counsel, or by the shareholders. Reasonable expenses incurred by a director may, under certain circumstances, be paid or reimbursed in advance of a final disposition of a proceeding. Unless limited by its articles of incorporation, a corporation may (or, as the case may be, shall) indemnify and advance expenses to an officer of the corporation to the same extent as to a director under Section 53-11-4.1. Also, unless limited by its articles of incorporation, a corporation has: (1) the power to indemnify and to advance expenses to an employee or agent of the corporation to the same extent that it may indemnify and advance expenses to directors under the statute; and (2) additional power to indemnify and to advance reasonable expenses to an officer, employee or agent who is not a director to such further extent, consistent with law, as may be provided by its articles of incorporation, bylaws, general or specific action of its Board of Directors, or contract.
Section 53-11-4.1 was amended in 1987 to provide that the indemnification authorized thereunder shall not be deemed exclusive of any rights to which those seeking indemnification may be entitled under the articles of incorporation, the bylaws, an agreement, a resolution of shareholders or directors or otherwise. A corporation shall have the power to purchase or maintain insurance protection against any liability asserted against and incurred by the person in any such capacity or arising out of the persons status as such.
South Carolina Registrants
South Carolina Corporation
The bylaws of Encompass Health Rehabilitation Hospital of Florence, Inc. (the South Carolina Corporate Registrant) provide that the South Carolina Corporate Registrant will indemnify each director, officer, employee or agent of the South Carolina Corporate Registrant who is, or is threatened to be made, a party to any action, proceeding or suit, whether administrative, civil, criminal or investigative (other than any action, proceeding or suit by or on behalf of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the South Carolina Corporate Registrant, or is or was serving at the request of the South Carolina Corporate Registrant in such a capacity of the corporation, against expenses (including attorneys fees), fines, judgments and amounts paid in settlement actually and reasonably incurred by him or her in connection with any such action, proceeding or suit if he or she reasonably acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the South Carolina Corporate Registrant and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the discretion of the board, the South Carolina Corporate Registrant may advance expenses before final disposition of the relevant action, proceeding or suit in respect of the indemnification provisions set forth in the bylaws.
Under Section 38-510 of the South Carolina Code of Laws, a corporation may indemnify an individual made a party to a proceeding because he or she is or was a director or officer against liability incurred in the proceeding if (a) he or she conducted himself or herself in good faith, (b) he or she reasonably believed (i) in the case of conduct in his or her official capacity with the corporation, that his or her conduct was in its best interest, and (ii) in all other cases, that his or her conduct was at least not opposed to its best interest, and (c) in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Unless limited by its articles of incorporation, a corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceeding.
South Carolina LLC
Section 33-44-403 of the South Carolina Limited Liability Company Act provides that a limited liability company shall indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property.
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Texas Registrants
Texas Corporations
The amended and restated bylaws of each of the co-registrants that are Texas corporations (collectively, the Texas Corporate Registrants) provide for indemnification to the fullest extent permitted by law. Each of the Texas Corporate Registrants shall, to the extent legally permissible, indemnify each director and officer of such company against all expenses and liabilities reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding in which he or she may become involved by reason of having served in such capacity. The Texas Corporate Registrants shall not provide indemnification with respect to (i) any claim with respect to which such person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any claim initiated by such person unless such claim (or part thereof) (A) was brought to enforce such persons rights to indemnification under the bylaws or (B) was authorized or consented to by the board of directors of such Texas Corporate Registrant. Expenses incurred by an officer or director in defending any claim shall be paid by the Texas Corporate Registrant in advance of the final disposition of such claim upon receipt by the Texas Corporate Registrant of an undertaking by or on behalf of such officer or director to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the Texas Corporate Registrant as authorized by its bylaws.
Sections 8.101 and 8.105 of the Texas Business Organizations Code (TBOC) permit corporations to indemnify a person who was or is a governing person, officer, employee or agent of such corporation or a governing person who serves at the corporations request as a representative of another enterprise, organization or employee benefit plan (an outside enterprise), who was, is, or is threatened to be named a respondent in a legal proceeding by virtue of such persons position in the corporation or in an outside enterprise, but only if the person acted in good faith and reasonably believed, in the case of conduct in the persons official capacity, that the conduct was in or, in the case of all other conduct, that the conduct was not opposed to the corporation or outside enterprises best interest, and, in the case of a criminal proceeding, the person had no reasonable cause to believe the conduct was unlawful. A person may be indemnified within the above limitations against judgment and expenses that are reasonable and actually incurred by the person in connection with the proceeding; however, indemnification is limited to reasonable expenses actually incurred in a proceeding in which the person is found liable to the corporation or is found to have improperly received a personal benefit and shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of the persons duty to the corporation, breach of the persons duty of loyalty owed to the corporation or an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the corporation. Indemnification pursuant to Section 8.101 of the TBOC can be made by the corporation only upon a determination made in the manner prescribed by Section 8.103 of the TBOC that indemnification is proper in the circumstances because the party seeking indemnification has met the applicable standard of conduct for such indemnification.
Section 8.051 of the TBOC states that (a) an enterprise shall indemnify a governing person, former governing person, or delegate against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person or delegate if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding. (b) a court that determines, in a suit for indemnification, that a governing person, former governing person, or delegate is entitled to indemnification under this section shall order indemnification and award to the person the expenses incurred in securing the indemnification.
Section 8.052 of the TBOC states that (a) on application of a governing person, former governing person, or delegate and after notice is provided as required by the court, a court may order an enterprise to indemnify the person to the extent the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances. (b) This section applies without regard to whether the governing person, former governing person, or delegate applying to the court satisfies the requirements of Section 8.101 or has been found liable: (1) to the enterprise; or (2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the persons official capacity. (c) The indemnification ordered by the court under this section is limited to reasonable expenses if the governing person, former governing person, or delegate is found liable: (1) to the enterprise; or (2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the persons official capacity.
Under certain circumstances, a corporation may also advance expenses to any of the above persons. Section 8.151 of the TBOC also permits a corporation to purchase and maintain insurance or to make other arrangements to indemnify and hold harmless such persons against any liability asserted against and incurred by the person in such capacity, or arising out of the persons status as such a person, without regard to whether the corporation would have the power to indemnify the person against the liability under applicable law.
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Texas Limited Partnerships
The partnership agreements of each of the co-registrants that are Texas limited partnerships (collectively, the Texas LP Registrants) are silent with respect to indemnification of the general partner against liability incurred in connection with service as general partner of such Texas LP Registrant.
Section 8.051 of the TBOC provides that, except as limited by a partnership agreement, a partnership shall indemnify a governing person (in the Texas LP Registrants case, the general partner) or former governing person against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person of the partnership if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding. Pursuant to Section 8.105 of the TBOC, an entity shall indemnify an officer to the same extent it is required to indemnify a governing person under Section 8.051, and may indemnify an officer, employee or agent as provided by its governing documents, written resolution of its owners or members, contract or common law.
Pursuant to Section 8.101 of the TBOC, a limited partnership may indemnify a partner or former partner who is or is threatened to be made a respondent in a proceeding if the partnership determines that the person acted in good faith, reasonably believed that the persons conduct was in the partnerships best interests and that the persons conduct was not opposed to the partnerships best interests. In the case of a criminal proceeding, the indemnified person must not have had reasonable cause to believe that his or her conduct was unlawful. Section 8.103 of the TBOC dictates that the foregoing determinations must be made by (1) a majority vote of the governing persons who at the time of the vote are disinterested and independent, regardless of whether the governing persons who are disinterested and independent constitute a quorum; (2) a majority vote of a committee of the governing authority of the enterprise if the committee: (A) is designated by a majority vote of the governing persons who at the time of the vote are disinterested and independent, regardless of whether the governing persons who are disinterested and independent constitute a quorum; and (B) is composed solely of one or more governing persons who are disinterested and independent; (3) special legal counsel selected by the governing authority of the enterprise, or selected by a committee of the governing authority, by vote in accordance with Subdivision (1) or (2) (provided, however, that such special legal counsel cannot make a determination as to whether indemnification should be paid); (4) a vote of a majority-in-interest of the limited partners in a vote that excludes the interest held by each general partner who is not disinterested and independent; or (5) a unanimous vote of the owners or members of the enterprise.
Texas LLCs
The company agreements of each of the co-registrants that are Texas limited liability companies (collectively, the Texas LLC Registrants) provide that each such Texas LLC Registrant shall, to the extent legally permissible, indemnify each member, manager, director and officer of such Texas LLC Registrant, and any officer, director or manager of such Texas LLC Registrants members or managers, against all expenses and liabilities reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding in which he or she may become involved by reason of having served in such capacity.
Chapter 101 of the TBOC relates specifically to limited liability companies. Section 101.402 of the TBOC permits a limited liability company to indemnify members, managers, officers or assignees of membership interests in the company and to purchase or procure or establish and maintain liability insurance or another arrangement for such members, managers, officers and assignees of membership interests in the company, subject to such standards, and restrictions, if any, as are set forth in its certificate of formation or in its company agreement. Section 101.401 of the TBOC provides that the company agreement of a limited liability company may expand or restrict any duties, including fiduciary duties, and related liabilities that a member, manager, officer, or other person has to the company or to a member or manager of the company.
Chapter 8 of the TBOC applies to each form of entity in Texas except for general partnerships or limited liability companies. However, Section 8.002(b) provides that the governing documents of a Texas limited liability company may adopt provisions of Chapter 8, which will be enforceable, relating to indemnification, advancement of expenses or insurance or another arrangement to indemnify or hold harmless a governing person.
The company agreements of each of the Texas LLC Registrants include language similar to Sections 8.101 and 8.102 of the TBOC. Section 8.101 of the TBOC states that (a) an enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by
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Section 8.102 if it is determined in accordance with Section 8.103 that: (1) the person: (A) acted in good faith; (B) reasonably believed: (i) in the case of conduct in the persons official capacity, that the persons conduct was in the enterprises best interests; and (ii) in any other case, that the persons conduct was not opposed to the enterprises best interests; and (C) in the case of a criminal proceeding, did not have a reasonable cause to believe the persons conduct was unlawful; (2) with respect to expenses, the amount of expenses other than a judgment is reasonable; and (3) indemnification should be paid. (b) Action taken or omitted by a governing person or delegate with respect to an employee benefit plan in the performance of the persons duties for a purpose reasonably believed by the person to be in the interest of the participants and beneficiaries of the plan is for a purpose that is not opposed to the best interests of the enterprise. (c) Action taken or omitted by a delegate to another enterprise for a purpose reasonably believed by the delegate to be in the interest of the other enterprise or its owners or members is for a purpose that is not opposed to the best interests of the enterprise. (d) A person does not fail to meet the standard under Subsection (a)(1) solely because of the termination of a proceeding by: (1) judgment; (2) order; (3) settlement; (4) conviction; or (5) a plea of nolo contendere or its equivalent.
Section 8.102 of the TBOC states that (a) subject to Subsection (b), an enterprise may indemnify a governing person, former governing person, or delegate against: (1) a judgment; and (2) expenses, other than a judgment, that are reasonable and actually incurred by the person in connection with a proceeding. (b) Indemnification under this subchapter of a person who is found liable to the enterprise or is found liable because the person improperly received a personal benefit: (1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding; (2) does not include a judgment, a penalty, a fine, and an excise or similar tax, including an excise tax assessed against the person with respect to an employee benefit plan; and (3) may not be made in relation to a proceeding in which the person has been found liable for: (A) willful or intentional misconduct in the performance of the persons duty to the enterprise; (B) breach of the persons duty of loyalty owed to the enterprise; or (C) an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the enterprise. (c) A governing person, former governing person, or delegate is considered to have been found liable in relation to a claim, issue, or matter only if the liability is established by an order, including a judgment or decree of a court, and all appeals of the order are exhausted or foreclosed by law.
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Item 16. Exhibits.
* | To be filed either by amendment or as an exhibit to a Current Report on Form 8-K and incorporated by reference herein. |
** | Filed herewith. |
*** | Previously filed with this Registration Statement. |
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Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(l)(ii) and (a)(l)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(l)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrants annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama on May 12, 2020.
ENCOMPASS HEALTH CORPORATION | ||
By: | /s/ Patrick Darby | |
Patrick Darby | ||
Executive Vice President, General Counsel and Secretary |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Patrick Darby his or her true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or her might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Capacity |
Date | ||
/s/ Mark J. Tarr |
President and Chief Executive Officer and | May 12, 2020 | ||
Mark J. Tarr | Director | |||
/s/ Douglas E. Coltharp |
Executive Vice President and | May 12, 2020 | ||
Douglas E. Coltharp | Chief Financial Officer | |||
/s/ Andrew L. Price |
Chief Accounting Officer | May 12, 2020 | ||
Andrew L. Price | ||||
* |
Chairman of the Board of Directors | May 12, 2020 | ||
Leo I. Higdon, Jr. | ||||
/s/ Greg D. Carmichael |
Director | May 12, 2020 | ||
Greg D. Carmichael | ||||
/s/ John W. Chidsey |
Director | May 12, 2020 | ||
John W. Chidsey | ||||
* |
Director | May 12, 2020 | ||
Donald L. Correll | ||||
* |
Director | May 12, 2020 | ||
Yvonne M. Curl | ||||
* |
Director | May 12, 2020 | ||
Charles M. Elson | ||||
|
Director | |||
Joan E. Herman | ||||
* |
Director | May 12, 2020 | ||
Leslye G. Katz |
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* |
Director | May 12, 2020 | ||
John E. Maupin, Jr. | ||||
|
Director | |||
Patricia A. Maryland | ||||
|
Director | |||
Nancy M. Schlichting | ||||
/s/ L. Edward Shaw, Jr. |
Director | May 12, 2020 | ||
L. Edward Shaw, Jr. | ||||
/s/ Terrance Williams |
Director | May 12, 2020 | ||
Terrance Williams |
*By: | /s/ Patrick Darby | |
Patrick Darby | ||
Attorney-in-fact |
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Pursuant to the requirements of the Securities Act of 1933, the following Registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on May 12, 2020.
Advanced Homecare Holdings, Inc. | ||
Advanced Homecare Management, Inc. | ||
AHM Texas LP, Inc. | ||
Camellia Medical Systems, Inc. | ||
CareSouth Health System, Inc. | ||
Continental Rehabilitation Hospital of Arizona, Inc. | ||
DOSIK, INC. | ||
EHHI Holdings, Inc. | ||
Encompass Health C Corp Sub Holdings, Inc. | ||
Encompass Health Central Arkansas Holdings, Inc. | ||
Encompass Health Home Health Corporation | ||
Encompass Health Home Health Holdings, Inc. | ||
Encompass Health Jonesboro Holdings, Inc. | ||
Encompass Health Rehabilitation Hospital of City View, Inc. | ||
Encompass Health Rehabilitation Hospital of Colorado Springs, Inc. | ||
Encompass Health Rehabilitation Hospital of Columbia, Inc. | ||
Encompass Health Rehabilitation Hospital of Concord, Inc. | ||
Encompass Health Rehabilitation Hospital of Dothan, Inc. | ||
Encompass Health Rehabilitation Hospital of Florence, Inc. | ||
Encompass Health Rehabilitation Hospital of Manati, Inc. | ||
Encompass Health Rehabilitation Hospital of Montgomery, Inc. | ||
Encompass Health Rehabilitation Hospital of Nittany Valley, Inc. | ||
Encompass Health Rehabilitation Hospital of Panama City, Inc. | ||
Encompass Health Rehabilitation Hospital of San Antonio, Inc. | ||
Encompass Health Rehabilitation Hospital of San Juan, Inc. | ||
Encompass Health Rehabilitation Hospital of Spring Hill, Inc. | ||
Encompass Health Rehabilitation Hospital of Texarkana, Inc. | ||
Encompass Health Rehabilitation Hospital of The Woodlands, Inc. | ||
Encompass Health Rehabilitation Hospital of Treasure Coast, Inc. | ||
Encompass Health Tyler Holdings, Inc. | ||
Encompass Health Yuma Holdings, Inc. | ||
EXCELLA HEALTHCARE, INC. | ||
EXCELLA HOMECARE, INC. | ||
Guardian Home Care, Inc. | ||
HealthSouth Rehabilitation Hospital of Austin, Inc. | ||
Home Health Care of Bogalusa, Inc. | ||
Home Health Care Systems, Inc. | ||
Idaho Homecare Holdings, Inc. | ||
Reliant Blocker Corp. | ||
WellCare, Inc. | ||
Wellmark Healthcare Services of El Paso, Inc. | ||
West Mississippi Home Health Services, Inc. | ||
Western Neuro Care, Inc. |
By: | /s/ Edmund M. Fay | |
Edmund M. Fay | ||
Authorized Signatory |
II-18
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Patrick Darby his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Capacity |
Date | ||
/s/ Douglas E. Coltharp |
President and Director | May 12, 2020 | ||
Douglas E. Coltharp | (Principal Executive Officer) | |||
(Principal Financial Officer) | ||||
/s/ Andrew L. Price |
Vice President | May 12, 2020 | ||
Andrew L. Price | (Principal Accounting Officer) | |||
/s/ Barbara A. Jacobsmeyer |
Director | May 12, 2020 | ||
Barbara A. Jacobsmeyer | ||||
/s/ Patrick Darby |
Director | May 12, 2020 | ||
Patrick Darby |
II-19
Pursuant to the requirements of the Securities Act of 1933, the following Registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on May 12, 2020.
Abba Home Health, L.P. | ||||
By: | AHM Texas GP, LLC, its General Partner | |||
AHM Action Home Health, LP | ||||
By: | AHM Texas GP, LLC, its General Partner | |||
Best Home Care LP | ||||
By: | AHM Texas GP, LLC, its General Partner | |||
DRC Health Systems, L.P. | ||||
By: | AHM Texas GP, LLC, its General Partner | |||
Encompass Health Rehabilitation Hospital of Northwest Tucson, L.P. | ||||
By: | Continental Rehabilitation Hospital of Arizona, Inc., its General Partner | |||
Encompass Health Rehabilitation Hospital of Tustin, L.P. | ||||
By: | Western Neuro Care, Inc., | |||
its Managing General Partner | ||||
Encompass of Fort Worth, LP | ||||
By: | AHM Texas GP, LLC, its General Partner | |||
Encompass of West Texas, LP | ||||
By: | AHM Texas GP, LLC, its General Partner | |||
Hallmark Homecare, L.P. | ||||
By: | AHM Texas GP, LLC, its General Partner | |||
Preferred Home Health, L.P. | ||||
By: | AHM Texas GP, LLC, its General Partner | |||
Texas Senior Care, L.P. | ||||
By: | AHM Texas GP, LLC, its General Partner | |||
By: | /s/ Edmund M. Fay | |||
Edmund M. Fay | ||||
Authorized Signatory |
II-20
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Patrick Darby his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Capacity |
Date | ||
/s/ Douglas E. Coltharp |
President and Director | May 12, 2020 | ||
Douglas E. Coltharp | (Principal Executive Officer) | |||
(Principal Financial Officer) | ||||
/s/ Andrew L. Price |
Vice President | May 12, 2020 | ||
Andrew L. Price | (Principal Accounting Officer) | |||
/s/ Barbara A. Jacobsmeyer |
Director | May 12, 2020 | ||
Barbara A. Jacobsmeyer | ||||
/s/ Patrick Darby |
Director | May 12, 2020 | ||
Patrick Darby |
II-21
Signatures
Pursuant to the requirements of the Securities Act of 1933, the following Registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on May 12, 2020.
A&B Home Health Solutions, LLC AHM Texas GP, LLC Apex Hospice LLC Camellia Home Health of Alabama, LLC Camellia Home Health of East Tennessee, LLC Camellia Home Health of the Gulf Coast, LLC Camellia Hospice of Central Mississippi, LLC Camellia Hospice of East Louisiana, LLC Camellia Hospice of Louisiana, LLC Camellia Hospice of North Mississippi, LLC Camellia Hospice of Northeast Alabama LLC Camellia Hospice of Northeast Mississippi, LLC Camellia Hospice of South Alabama, LLC Camellia Hospice of Southwest Mississippi, LLC Camellia Hospice of the Gulf Coast, LLC CareServices of the Treasure Coast, LLC CareSouth HHA Holdings of Columbus, LLC CareSouth HHA Holdings of Dothan, LLC CareSouth HHA Holdings of Gainesville, LLC CareSouth HHA Holdings of Greensboro, LLC CareSouth HHA Holdings of Lexington, LLC CareSouth HHA Holdings of North Florida, LLC CareSouth HHA Holdings of Panama City, LLC CareSouth HHA Holdings of Richmond, LLC CareSouth HHA Holdings of South Carolina, LLC CareSouth HHA Holdings of Tallahassee, LLC CareSouth HHA Holdings of the Bay Area, LLC CareSouth HHA Holdings of Valley, LLC CareSouth HHA Holdings of Virginia, LLC CareSouth HHA Holdings of Washington, LLC CareSouth HHA Holdings of Western Carolina, LLC CareSouth HHA Holdings of Winchester, LLC CareSouth HHA Holdings, LLC CareSouth Hospice, LLC Continental Home Care, LLC Continental Medical Systems, LLC CS Health & Wellness, LLC Day-By-Day Staff Relief, LLC Encompass Health Acquisition Holdings, LLC Encompass Health Acquisition Holdings Subsidiary, LLC Encompass Health Alabama Real Estate, LLC Encompass Health Arizona Real Estate, LLC Encompass Health Arkansas Real Estate, LLC Encompass Health Boise Holdings, LLC Encompass Health Bryan Holdings, LLC Encompass Health California Real Estate, LLC Encompass Health Colorado Real Estate, LLC Encompass Health Deaconess Holdings, LLC Encompass Health Fairlawn Holdings, LLC Encompass Health GKBJH Holdings, LLC Encompass Health Gulfport Holdings, LLC |
II-22
Encompass Health Home Health of Alabama, LLC Encompass Health Home Health of Birmingham, LLC Encompass Health Home Health of Central Virginia, LLC Encompass Health Home Health of Florida, LLC Encompass Health Home Health of Kentucky, LLC Encompass Health Home Health of New England, LLC Encompass Health Home Health of Ohio, LLC Encompass Health Hospice of Alabama, LLC Encompass Health Hospice of Pennsylvania, LLC Encompass Health Hospice of the Midwest, LLC Encompass Health Hospice of the Southwest, LLC Encompass Health Iowa Real Estate, LLC Encompass Health Johnson City Holdings, LLC |
Encompass Health Joint Ventures Holdings, LLC Encompass Health Kansas Real Estate, LLC Encompass Health Kentucky Real Estate, LLC Encompass Health Littleton Holdings, LLC Encompass Health Lubbock Holdings, LLC Encompass Health Martin County Holdings, LLC Encompass Health Maryland Real Estate, LLC Encompass Health Massachusetts Real Estate, LLC Encompass Health Midland Odessa Holdings, LLC Encompass Health Myrtle Beach Holdings, LLC Encompass Health Nevada Real Estate, LLC Encompass Health New Mexico Real Estate, LLC Encompass Health Ohio Real Estate, LLC Encompass Health Owned Hospitals Holdings, LLC Encompass Health Pennsylvania Real Estate, LLC Encompass Health Properties, LLC Encompass Health Real Estate, LLC Encompass Health Rehabilitation Hospital of Abilene, LLC |
Encompass Health Rehabilitation Hospital of Albuquerque, LLC Encompass Health Rehabilitation Hospital of Altamonte Springs, LLC Encompass Health Rehabilitation Hospital of Arlington, LLC Encompass Health Rehabilitation Hospital of Austin, LLC Encompass Health Rehabilitation Hospital of Bakersfield, LLC Encompass Health Rehabilitation Hospital of Bluffton, LLC Encompass Health Rehabilitation Hospital of Braintree, LLC Encompass Health Rehabilitation Hospital of Cardinal Hill, LLC Encompass Health Rehabilitation Hospital of Charleston, LLC Encompass Health Rehabilitation Hospital of Cincinnati, LLC Encompass Health Rehabilitation Hospital of Cypress, LLC Encompass Health Rehabilitation Hospital of Dallas, LLC Encompass Health Rehabilitation Hospital of Dayton, LLC Encompass Health Rehabilitation Hospital of Desert Canyon, LLC Encompass Health Rehabilitation Hospital of East Valley, LLC Encompass Health Rehabilitation Hospital of Erie, LLC |
Encompass Health Rehabilitation Hospital of Fort Smith, LLC Encompass Health Rehabilitation Hospital of Franklin, LLC Encompass Health Rehabilitation Hospital of Fredericksburg, LLC Encompass Health Rehabilitation Hospital of Gadsden, LLC Encompass Health Rehabilitation Hospital of Harmarville, LLC Encompass Health Rehabilitation Hospital of Henderson, LLC Encompass Health Rehabilitation Hospital of Humble, LLC Encompass Health Rehabilitation Hospital of Katy, LLC Encompass Health Rehabilitation Hospital of Kingsport, LLC Encompass Health Rehabilitation Hospital of Lakeview, LLC |
Encompass Health Rehabilitation Hospital of Largo, LLC |
II-23
Encompass Health Rehabilitation Hospital of Las Vegas, LLC Encompass Health Rehabilitation Hospital of Littleton, LLC Encompass Health Rehabilitation Hospital of Mechanicsburg, LLC Encompass Health Rehabilitation Hospital of Miami, LLC Encompass Health Rehabilitation Hospital of Middletown, LLC Encompass Health Rehabilitation Hospital of Modesto, LLC Encompass Health Rehabilitation Hospital of Murrieta, LLC |
Encompass Health Rehabilitation Hospital of New England, LLC Encompass Health Rehabilitation Hospital of Newnan, LLC Encompass Health Rehabilitation Hospital of Northern Kentucky, LLC Encompass Health Rehabilitation Hospital of Northern Virginia, LLC Encompass Health Rehabilitation Hospital of Ocala, LLC Encompass Health Rehabilitation Hospital of Pearland, LLC Encompass Health Rehabilitation Hospital of Petersburg, LLC Encompass Health Rehabilitation Hospital of Plano, LLC |
Encompass Health Rehabilitation Hospital of Reading, LLC Encompass Health Rehabilitation Hospital of Richardson, LLC Encompass Health Rehabilitation Hospital of Round Rock, LLC Encompass Health Rehabilitation Hospital of Sarasota, LLC Encompass Health Rehabilitation Hospital of Scottsdale, LLC Encompass Health Rehabilitation Hospital of Shelby County, LLC Encompass Health Rehabilitation Hospital of Sugar Land, LLC Encompass Health Rehabilitation Hospital of Sunrise, LLC Encompass Health Rehabilitation Hospital of Tallahassee, LLC Encompass Health Rehabilitation Hospital of the Mid-Cities, LLC Encompass Health Rehabilitation Hospital of Toms River, LLC Encompass Health Rehabilitation Hospital of Utah, LLC Encompass Health Rehabilitation Hospital of Vineland, LLC |
Encompass Health Rehabilitation Hospital of Western Massachusetts, LLC Encompass Health Rehabilitation Hospital of York, LLC Encompass Health Rehabilitation Hospital The Vintage, LLC Encompass Health Rehabilitation Hospital Vision Park, LLC Encompass Health Rehabilitation Institute of Tucson, LLC Encompass Health Savannah Holdings, LLC Encompass Health Sea Pines Holdings, LLC Encompass Health Sewickley Holdings, LLC Encompass Health South Carolina Real Estate, LLC Encompass Health South Dakota Real Estate, LLC Encompass Health Support Companies, LLC Encompass Health Texas Real Estate, LLC Encompass Health Tucson Holdings, LLC Encompass Health Tulsa Holdings, LLC Encompass Health Utah Real Estate, LLC Encompass Health ValleyofTheSun Rehabilitation Hospital, LLC Encompass Health Virginia Real Estate, LLC Encompass Health Walton Rehabilitation Hospital, LLC |
Encompass Health West Tennessee Holdings, LLC Encompass Health West Virginia Real Estate, LLC Encompass Health Westerville Holdings, LLC Encompass Health Winston-Salem Holdings, LLC Encompass Home Health of Austin, LLC Encompass Home Health of Colorado, LLC Encompass Home Health of DFW, LLC Encompass Home Health of East Texas, LLC Encompass Home Health of New England, LLC Encompass Home Health of the Mid Atlantic, LLC |
II-24
Encompass Home Health of the Midwest, LLC Encompass Home Health of the Southeast, LLC Encompass Home Health of the West, LLC Encompass Hospice of the West, LLC EXCELLA ASSOCIATES, L.L.C. EXCELLA HOME HEALTH AGENCY, LLC HealthCare Innovations of Oklahoma, L.L.C. HEALTHCARE INNOVATIONS OF WESTERN OKLAHOMA, L.L.C. HealthCare Innovations-Travertine Health Services, L.L.C. HealthSouth Rehabilitation Hospital of Fort Worth, LLC Hospice Care of Mississippi, LLC Orion Homecare, LLC Print Promotions Group, LLC Rebound, LLC Rehabilitation Hospital Corporation of America, LLC Rehabilitation Hospital of North Alabama, LLC Rehabilitation Hospital of Plano, LLC Saad Healthcare of St. Clair County LLC TH of San Antonio LLC | ||
By: | /s/ Edmund M. Fay | |
Edmund M. Fay | ||
Authorized Signatory |
II-25
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Patrick Darby his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Capacity |
Date | ||
/s/ Douglas E. Coltharp |
President and Manager | May 12, 2020 | ||
Douglas E. Coltharp | (Principal Executive Officer) | |||
(Principal Financial Officer) | ||||
/s/ Andrew L. Price |
Vice President | May 12, 2020 | ||
Andrew L. Price | (Principal Accounting Officer) | |||
/s/ Barbara A. Jacobsmeyer |
Manager | May 12, 2020 | ||
Barbara A. Jacobsmeyer | ||||
/s/ Patrick Darby |
Manager | May 12, 2020 | ||
Patrick Darby |
II-26
Exhibit 5.2
[Letterhead of Maynard, Cooper & Gale, P.C.]
May 12, 2020
Encompass Health Corporation
9001 Liberty Parkway
Birmingham, Alabama 35242
Ladies and Gentlemen:
We have acted as counsel to Encompass Health Corporation, a Delaware corporation (the Company), and special counsel to each of the subsidiaries of the Company named on Schedule I attached hereto (the Subsidiary Guarantors), in connection with the preparation and filing with the Securities and Exchange Commission (the Commission) on May 12, 2020 of Post-Effective Amendment No. 2 (the Post-Effective Amendment) to the Registration Statement on Form S-3 initially filed with the Commission on September 19, 2017 (File No. 333-220519) (as amended by Post-Effective Amendment No. 1 filed with the Commission on September 9, 2019 and the Post-Effective Amendment, the Registration Statement), relating to the registration under the Securities Act of 1933, as amended (the Securities Act), of the offering of an unspecified amount of the following types of securities (the Securities), among others: (i) senior, subordinated or junior subordinated debt securities of the Company (which may be secured or unsecured), and which may be issued in one or more series (the Debt Securities) pursuant to one or more indentures, as may be supplemented (each an Indenture and, collectively, the Indentures), entered into or proposed to be entered into by the Company, and (ii) guarantees of the Debt Securities (the Guarantees) by certain of the Companys current and future subsidiaries, including the Subsidiary Guarantors, pursuant to the Indentures. The Securities may be issued, sold or delivered from time to time pursuant to Rule 415 under the Securities Act. The offering of the Securities will be as set forth in the base prospectus, dated as of September 18, 2017, forming a part of the Registration Statement (the Prospectus), as supplemented by one or more supplements to the Prospectus (each supplement, a Prospectus Supplement).
We are opining herein solely as to (i) the Alabama Business and Nonprofit Entity Code, the Delaware General Corporation Law, the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, the Florida Business Corporation Act and the Georgia Limited Liability Company Act (collectively, the Business Codes), as applicable to those certain Subsidiary Guarantors that are identified in Schedule I as being incorporated or otherwise organized under Alabama, Delaware, Florida or Georgia law (the Specified
Encompass Health Corporation
May 12, 2020
Page 2
Guarantors), and (ii) with respect to the opinions set forth in paragraphs 6 and 7 below, the internal laws of the State of New York. We express no opinion with respect to the applicability thereto, or the effect thereon, of the federal laws of the United States or the laws of any other jurisdiction or, in the case of the States of Alabama, Delaware, Florida and Georgia, any laws other than the Business Codes listed above, or as to any matters of municipal law or the laws of any local agencies within any state. Additionally, we are not rendering any opinion, and we are not providing any assurance, as to compliance with any antifraud law, rule or regulation or any state blue sky securities law relating to the Securities or the offering, issuance or sale thereof. We are not admitted to practice in the State of Delaware; however, we are generally familiar with the Delaware General Corporation Law, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act as currently in effect and have made such inquiries as we consider necessary to render the opinions below. We call to your attention that certain of the Subsidiary Guarantors are organized or incorporated, as the case may be, in the States of Idaho, Massachusetts, Mississippi, New Mexico, South Carolina and Texas, as indicated in Schedule I hereto. Various matters concerning the laws of the States of Idaho, Massachusetts, Mississippi, New Mexico, South Carolina and Texas are addressed in the letters of Bradley Arant Boult Cummings LLP, Hawley Troxell Ennis & Hawley LLP and Snell & Wilmer L.L.P. and we express no opinion with respect to those matters.
In rendering our opinions herein, we have examined originals or copies of the following documents:
(i) the Registration Statement;
(ii) the Prospectus;
(iii) the certificate of incorporation and bylaws for the Company;
(iv) the certificate of incorporation, articles of incorporation, articles of organization, certificate of formation, bylaws, limited liability company agreement, operating agreement and partnership agreement or the equivalents thereto, as applicable, for each Specified Guarantor;
(v) certain resolutions adopted by the board of directors of the Company relating to the registration of the Securities and certain related matters;
(vi) certain resolutions adopted by the board of directors, board of managers or partners, as applicable, and any resolutions authorizing the same, of each Specified Guarantor, relating to the registration of the Securities and certain related matters;
(vii) a certificate or other written evidence of good standing for the Company and a certificate or other written evidence of good standing, existence or compliance, as applicable, for each of the Specified Guarantors in its respective jurisdiction of incorporation or formation, each dated as of a recent date; and
Encompass Health Corporation
May 12, 2020
Page 3
(viii) that certain Indenture, dated as of December 1, 2009, between the Company and Wells Fargo Bank, National Association, as successor to The Bank of Nova Scotia Trust Company of New York, as trustee, filed as an exhibit to the Registration Statement.
In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of officers of the Company and the Subsidiary Guarantors and of public officials and other instruments as we have deemed necessary or advisable for the purposes of rendering these opinions. We have assumed the genuineness of all signatures, the legal capacity of each natural person signing any document reviewed by us, the authority of each person signing in a representative capacity (other than with respect to the Company and the Specified Guarantors) any document reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us or filed with the Commission as conformed and certified or reproduced copies, and the absence of duress, fraud or mutual mistake of material facts on the part of the parties to any agreement with respect to which an opinion is expressed herein. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company, the Subsidiary Guarantors and others.
With regard to our opinion in paragraph 1 below with respect to the Companys and the Specified Guarantors good standing, we have based our opinions solely upon examination of a certificate of a governmental authority or other written evidence of good standing, existence or compliance, as applicable, for the Company and each of the Specified Guarantors in its respective jurisdiction of incorporation or formation, each dated as of a recent date.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations herein set forth, we are of the opinion that:
(1) Each of the Company and the Specified Guarantors is validly existing and in good standing under the laws of its respective jurisdiction of incorporation or formation, as applicable.
(2) The Company has the requisite corporate power under the laws of the State of Delaware to execute, deliver and perform its obligations under the Indentures and to issue the Debt Securities.
(3) Each of the Specified Guarantors has the requisite corporate, limited liability company or partnership power, as applicable, under the laws of its state of incorporation or formation, as applicable, to execute, deliver and perform its obligations under the Indentures and to issue the Guarantees.
(4) Upon being duly authorized by all necessary corporate action, the execution and delivery by the Company of the Indentures and the performance of its obligations thereunder, including the issuance of the Debt Securities, will be duly authorized by the Company.
Encompass Health Corporation
May 12, 2020
Page 4
(5) Upon being duly authorized by all necessary corporate, limited liability company or partnership action, as applicable, the execution and delivery by each of the Specified Guarantors of the Indentures and the performance of its obligations thereunder, including guaranteeing the Debt Securities in accordance with the provisions of the Indentures, will be duly authorized by each of the Specified Guarantors.
(6) When (i) the applicable Indenture has been duly authorized, executed and delivered by all necessary corporate action of the Company, (ii) the specific terms of a particular series of Debt Securities have been duly established in accordance with the terms of the applicable Indenture, and authorized by all necessary corporate action of the Company, and (iii) such Debt Securities have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of any applicable underwriting agreement and the applicable Indenture and issued and sold as contemplated in the Registration Statement, the Prospectus and any Prospectus Supplement relating thereto, and as contemplated by such corporate action, such Debt Securities will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
(7) When (i) the specific terms of any Guarantees of such series of Debt Securities and the terms of the offering thereof have been (A) duly established in conformity with the applicable Indenture, so as not to violate applicable law or rule or regulation thereunder applicable to the Subsidiary Guarantors, affect the enforceability of such Guarantees or result in a default under or breach of any agreement or instrument binding on the Subsidiary Guarantors, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Subsidiary Guarantors and (B) duly authorized by proper action of the governing body in accordance with the governing documents of the Subsidiary Guarantors, and (ii) such Guarantees have been duly executed, authenticated, issued and delivered in accordance with any applicable underwriting agreement and the applicable Indenture and issued and sold as contemplated in the Registration Statement, the Prospectus and any Prospectus Supplement relating thereto, and as contemplated by such corporate action, such Guarantee will be a legally valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms.
The opinions expressed in paragraphs 6 and 7 above with respect to the valid and binding nature of obligations of the Securities may be limited by the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors rights (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers and preferential transfers); (ii) the exercise of judicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the Securities are considered in a proceeding in equity or at law); (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) the unenforceability of any provision requiring the payment of attorneys fees, where such payment is contrary to law or public policy. The opinions rendered herein do not include opinions with respect to compliance with laws relating to permissible rates of interest.
Encompass Health Corporation
May 12, 2020
Page 5
Our opinion is rendered as of the date hereof, and we assume no obligation to revise or supplement this opinion in the event of any future changes in the facts or laws relating to the matters covered by this opinion.
This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K, as promulgated by the Commission under the Securities Act, and is limited to the matters expressly stated herein, and no opinions are to be inferred or may be implied beyond those expressly stated.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm under the heading Legal Matters in the Prospectus included therein. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Sincerely, |
/s/ Maynard, Cooper & Gale, P.C. |
SCHEDULE I
Subsidiary Guarantors
Guarantor |
State of Incorporation or Organization | |
A&B Home Health Solutions, LLC | Delaware | |
Abba Home Health, L.P. | Texas | |
Advanced Homecare Holdings, Inc. | Delaware | |
Advanced Homecare Management, Inc. | Delaware | |
AHM Action Home Health, LP | Texas | |
AHM Texas GP, LLC | Delaware | |
AHM Texas LP, Inc. | Delaware | |
Apex Hospice LLC | Texas | |
Best Home Care LP | Texas | |
Camellia Home Health of Alabama, LLC | Alabama | |
Camellia Home Health of East Tennessee, LLC | Delaware | |
Camellia Home Health of the Gulf Coast, LLC | Mississippi | |
Camellia Hospice of Central Mississippi, LLC | Mississippi | |
Camellia Hospice of East Louisiana, LLC | Delaware | |
Camellia Hospice of Louisiana, LLC | Delaware | |
Camellia Hospice of North Mississippi, LLC | Mississippi | |
Camellia Hospice of Northeast Alabama LLC | Alabama | |
Camellia Hospice of Northeast Mississippi, LLC | Mississippi | |
Camellia Hospice of South Alabama, LLC | Mississippi | |
Camellia Hospice of Southwest Mississippi, LLC | Mississippi | |
Camellia Hospice of the Gulf Coast, LLC | Mississippi | |
Camellia Medical Systems, Inc. | Mississippi | |
CareServices of the Treasure Coast, LLC | Florida | |
CareSouth Health System, Inc. | Delaware | |
CareSouth HHA Holdings of Columbus, LLC | Georgia | |
CareSouth HHA Holdings of Dothan, LLC | Georgia | |
CareSouth HHA Holdings of Gainesville, LLC | Georgia | |
CareSouth HHA Holdings of Greensboro, LLC | Georgia | |
CareSouth HHA Holdings of Lexington, LLC | Georgia | |
CareSouth HHA Holdings of North Florida, LLC | Georgia | |
CareSouth HHA Holdings of Panama City, LLC | Florida | |
CareSouth HHA Holdings of Richmond, LLC | Delaware | |
CareSouth HHA Holdings of South Carolina, LLC | Georgia | |
CareSouth HHA Holdings of Tallahassee, LLC | Florida | |
CareSouth HHA Holdings of the Bay Area, LLC | Georgia | |
CareSouth HHA Holdings of Valley, LLC | Georgia | |
CareSouth HHA Holdings of Virginia, LLC | Georgia | |
CareSouth HHA Holdings of Washington, LLC | Georgia | |
CareSouth HHA Holdings of Western Carolina, LLC | Georgia | |
CareSouth HHA Holdings of Winchester, LLC | Georgia | |
CareSouth HHA Holdings, LLC | Georgia | |
CareSouth Hospice, LLC | Georgia | |
Continental Home Care, LLC | Delaware | |
Continental Medical Systems, LLC | Delaware |
Guarantor |
State of Incorporation or Organization | |
Continental Rehabilitation Hospital of Arizona, Inc. | Delaware | |
CS Health & Wellness, LLC | Georgia | |
Day-By-Day Staff Relief, LLC | Delaware | |
DOSIK, INC. | Texas | |
DRC Health Systems, L.P. | Texas | |
EHHI Holdings, Inc. | Delaware | |
Encompass Health Acquisition Holdings Subsidiary, LLC | Delaware | |
Encompass Health Acquisition Holdings, LLC | Delaware | |
Encompass Health Alabama Real Estate, LLC | Delaware | |
Encompass Health Arizona Real Estate, LLC | Delaware | |
Encompass Health Arkansas Real Estate, LLC | Delaware | |
Encompass Health Boise Holdings, LLC | Delaware | |
Encompass Health Bryan Holdings, LLC | Delaware | |
Encompass Health C Corp Sub Holdings, Inc. | Delaware | |
Encompass Health California Real Estate, LLC | Delaware | |
Encompass Health Central Arkansas Holdings, Inc. | Delaware | |
Encompass Health Colorado Real Estate, LLC | Delaware | |
Encompass Health Deaconess Holdings, LLC | Delaware | |
Encompass Health Fairlawn Holdings, LLC | Delaware | |
Encompass Health GKBJH Holdings, LLC | Delaware | |
Encompass Health Gulfport Holdings, LLC | Delaware | |
Encompass Health Home Health Corporation | Delaware | |
Encompass Health Home Health Holdings, Inc. | Delaware | |
Encompass Health Home Health of Alabama, LLC | Delaware | |
Encompass Health Home Health of Birmingham, LLC | Delaware | |
Encompass Health Home Health of Central Virginia, LLC | Delaware | |
Encompass Health Home Health of Florida, LLC | Delaware | |
Encompass Health Home Health of Kentucky, LLC | Delaware | |
Encompass Health Home Health of New England, LLC | Delaware | |
Encompass Health Home Health of Ohio, LLC | Delaware | |
Encompass Health Hospice of Alabama, LLC | Delaware | |
Encompass Health Hospice of Pennsylvania, LLC | Delaware | |
Encompass Health Hospice of the Midwest, LLC | Delaware | |
Encompass Health Hospice of the Southwest, LLC | Delaware | |
Encompass Health Iowa Real Estate, LLC | Delaware | |
Encompass Health Johnson City Holdings, LLC | Delaware | |
Encompass Health Joint Ventures Holdings, LLC | Delaware | |
Encompass Health Jonesboro Holdings, Inc. | Delaware | |
Encompass Health Kansas Real Estate, LLC | Delaware | |
Encompass Health Kentucky Real Estate, LLC | Delaware | |
Encompass Health Littleton Holdings, LLC | Delaware | |
Encompass Health Lubbock Holdings, LLC | Delaware | |
Encompass Health Martin County Holdings, LLC | Delaware | |
Encompass Health Maryland Real Estate, LLC | Delaware | |
Encompass Health Massachusetts Real Estate, LLC | Delaware | |
Encompass Health Midland Odessa Holdings, LLC | Delaware | |
Encompass Health Myrtle Beach Holdings, LLC | Delaware |
Guarantor |
State of Incorporation or Organization | |
Encompass Health Nevada Real Estate, LLC | Delaware | |
Encompass Health New Mexico Real Estate, LLC | Delaware | |
Encompass Health Ohio Real Estate, LLC | Delaware | |
Encompass Health Owned Hospitals Holdings, LLC | Delaware | |
Encompass Health Pennsylvania Real Estate, LLC | Delaware | |
Encompass Health Properties, LLC | Delaware | |
Encompass Health Real Estate, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Abilene, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Albuquerque, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Altamonte Springs, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Arlington, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Austin, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Bakersfield, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Bluffton, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Braintree, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Cardinal Hill, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Charleston, LLC | South Carolina | |
Encompass Health Rehabilitation Hospital of Cincinnati, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of City View, Inc. | Delaware | |
Encompass Health Rehabilitation Hospital of Colorado Springs, Inc. | Delaware | |
Encompass Health Rehabilitation Hospital of Columbia, Inc. | Delaware | |
Encompass Health Rehabilitation Hospital of Concord, Inc. | Delaware | |
Encompass Health Rehabilitation Hospital of Cypress, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Dallas, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Dayton, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Desert Canyon, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Dothan, Inc. | Alabama | |
Encompass Health Rehabilitation Hospital of East Valley, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Erie, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Florence, Inc. | South Carolina | |
Encompass Health Rehabilitation Hospital of Fort Smith, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Franklin, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Fredericksburg, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Gadsden, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Harmarville, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Henderson, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Humble, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Katy, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Kingsport, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Lakeview, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Largo, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Las Vegas, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Littleton, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Manati, Inc. | Delaware | |
Encompass Health Rehabilitation Hospital of Mechanicsburg, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Miami, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Middletown, LLC | Delaware |
Guarantor |
State of Incorporation or Organization | |
Encompass Health Rehabilitation Hospital of Modesto, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Montgomery, Inc. | Alabama | |
Encompass Health Rehabilitation Hospital of Murrieta, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of New England, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Newnan, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Nittany Valley, Inc. | Delaware | |
Encompass Health Rehabilitation Hospital of Northern Kentucky, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Northern Virginia, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Northwest Tucson, L.P. | Delaware | |
Encompass Health Rehabilitation Hospital of Ocala, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Panama City, Inc. | Florida | |
Encompass Health Rehabilitation Hospital of Pearland, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Petersburg, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Plano, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Reading, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Richardson, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Round Rock, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of San Antonio, Inc. | Delaware | |
Encompass Health Rehabilitation Hospital of San Juan, Inc. | Delaware | |
Encompass Health Rehabilitation Hospital of Sarasota, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Scottsdale, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Shelby County, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Spring Hill, Inc. | Delaware | |
Encompass Health Rehabilitation Hospital of Sugar Land, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Sunrise, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Tallahassee, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Texarkana, Inc. | Delaware | |
Encompass Health Rehabilitation Hospital of the Mid-Cities, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of The Woodlands, Inc. | Delaware | |
Encompass Health Rehabilitation Hospital of Toms River, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Treasure Coast, Inc. | Delaware | |
Encompass Health Rehabilitation Hospital of Tustin, L.P. | Delaware | |
Encompass Health Rehabilitation Hospital of Utah, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Vineland, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Western Massachusetts, LLC | Massachusetts | |
Encompass Health Rehabilitation Hospital of York, LLC | Delaware | |
Encompass Health Rehabilitation Hospital The Vintage, LLC | Delaware | |
Encompass Health Rehabilitation Hospital Vision Park, LLC | Delaware | |
Encompass Health Rehabilitation Institute of Tucson, LLC | Alabama | |
Encompass Health Savannah Holdings, LLC | Delaware | |
Encompass Health Sea Pines Holdings, LLC | Delaware | |
Encompass Health Sewickley Holdings, LLC | Delaware | |
Encompass Health South Carolina Real Estate, LLC | Delaware | |
Encompass Health South Dakota Real Estate, LLC | Delaware | |
Encompass Health Support Companies, LLC | Delaware | |
Encompass Health Texas Real Estate, LLC | Delaware | |
Encompass Health Tucson Holdings, LLC | Delaware |
Guarantor |
State of Incorporation or Organization | |
Encompass Health Tulsa Holdings, LLC | Delaware | |
Encompass Health Tyler Holdings, Inc. | Delaware | |
Encompass Health Utah Real Estate, LLC | Delaware | |
Encompass Health ValleyofTheSun Rehabilitation Hospital, LLC | Delaware | |
Encompass Health Virginia Real Estate, LLC | Delaware | |
Encompass Health Walton Rehabilitation Hospital, LLC | Delaware | |
Encompass Health West Tennessee Holdings, LLC | Delaware | |
Encompass Health West Virginia Real Estate, LLC | Delaware | |
Encompass Health Westerville Holdings, LLC | Delaware | |
Encompass Health Winston-Salem Holdings, LLC | Delaware | |
Encompass Health Yuma Holdings, Inc. | Delaware | |
Encompass Home Health of Austin, LLC | Texas | |
Encompass Home Health of Colorado, LLC | Delaware | |
Encompass Home Health of DFW, LLC | Texas | |
Encompass Home Health of East Texas, LLC | Delaware | |
Encompass Home Health of New England, LLC | Delaware | |
Encompass Home Health of the Mid Atlantic, LLC | Delaware | |
Encompass Home Health of the Midwest, LLC | Delaware | |
Encompass Home Health of the Southeast, LLC | Florida | |
Encompass Home Health of the West, LLC | Idaho | |
Encompass Hospice of the West, LLC | Idaho | |
Encompass of Fort Worth, LP | Texas | |
Encompass of West Texas, LP | Texas | |
EXCELLA ASSOCIATES, L.L.C. | Massachusetts | |
EXCELLA HEALTHCARE, INC. | Massachusetts | |
EXCELLA HOME HEALTH AGENCY, LLC | Massachusetts | |
EXCELLA HOMECARE, INC. | Massachusetts | |
Guardian Home Care, Inc. | Idaho | |
Hallmark Homecare, L.P. | Texas | |
HealthCare Innovations of Oklahoma, L.L.C. | Texas | |
HEALTHCARE INNOVATIONS OF WESTERN OKLAHOMA, L.L.C. | Texas | |
HealthCare Innovations-Travertine Health Services, L.L.C. | Texas | |
HealthSouth Rehabilitation Hospital of Austin, Inc. | Delaware | |
HealthSouth Rehabilitation Hospital of Fort Worth, LLC | Delaware | |
Home Health Care of Bogalusa, Inc. | Delaware | |
Home Health Care Systems, Inc. | Mississippi | |
Hospice Care of Mississippi, LLC | Mississippi | |
Idaho Homecare Holdings, Inc. | Idaho | |
Orion Homecare, LLC | Idaho | |
Preferred Home Health, L.P. | Texas | |
Print Promotions Group, LLC | Delaware | |
Rebound, LLC | Delaware | |
Rehabilitation Hospital Corporation of America, LLC | Delaware | |
Rehabilitation Hospital of North Alabama, LLC | Delaware | |
Rehabilitation Hospital of Plano, LLC | Delaware | |
Reliant Blocker Corp. | Delaware | |
Saad Healthcare of St. Clair County LLC | Delaware |
Guarantor |
State of Incorporation or Organization | |
Texas Senior Care, L.P. | Texas | |
TH of San Antonio LLC | Texas | |
WellCare, Inc. | New Mexico | |
Wellmark Healthcare Services of El Paso, Inc. | Texas | |
West Mississippi Home Health Services, Inc. | Mississippi | |
Western Neuro Care, Inc. | Delaware |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement on Form S-3 of Encompass Health Corporation of our report dated February 27, 2020 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Encompass Health Corporations Annual Report on Form 10-K for the year ended December 31, 2019. We also consent to the reference to us under the heading Experts in such Registration Statement.
/s/ PricewaterhouseCoopers LLP |
Birmingham, Alabama |
May 12, 2020 |
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
☐ | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO |
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A National Banking Association | 94-1347393 | |
(Jurisdiction of incorporation of organization if not a U.S. national bank) |
(I.R.S. Employer Identification No.) | |
101 North Phillips Avenue Sioux Falls, South Dakota |
57104 | |
(Address of principal executive offices) | (Zip code) |
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
Encompass Health Corporation
(Exact name of obligor as specified in its charter)
Delaware | 63-0860407 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
9001 Liberty Parkway Birmingham, Alabama |
35242 | |
(Address of principal executive offices) | (Zip code) |
Debt Securities and
Guarantees of Debt Securities
(Title of indenture securities)
GUARANTORS
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification |
Address of Principal Executive Offices | |||
Continental Medical Systems, LLC | Delaware | 51-0287965 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Continental Rehabilitation Hospital of Arizona, Inc. | Delaware | 25-1622264 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Acquisition Holdings, LLC | Delaware | 47-4222377 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Acquisition Holdings Subsidiary, LLC | Delaware | 38-3972785 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Alabama Real Estate, LLC | Delaware | 81-2766540 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Arizona Real Estate, LLC | Delaware | 45-2816261 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Arkansas Real Estate, LLC | Delaware | 47-5318134 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Boise Holdings, LLC | Delaware | 82-4174650 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Bryan Holdings, LLC | Delaware | 47-5382676 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health C Corp Sub Holdings, Inc. | Delaware | 81-2989887 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 |
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification |
Address of Principal Executive Offices | |||
Encompass Health California Real Estate, LLC | Delaware | 46-0772862 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Central Arkansas Holdings, Inc. | Delaware | 25-1604215 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Colorado Real Estate, LLC | Delaware | 45-2973710 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Deaconess Holdings, LLC | Delaware | 45-4093563 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Fairlawn Holdings, LLC | Delaware | 02-0393832 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health GKBJH Holdings, LLC | Delaware | 81-0798944 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Gulfport Holdings, LLC | Delaware | 81-4340729 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Iowa Real Estate, LLC | Delaware | 83-1251272 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Johnson City Holdings, LLC | Delaware | 46-5136877 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Joint Ventures Holdings, LLC | Delaware | 45-3462275 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Jonesboro Holdings, Inc. | Delaware | 62-1347455 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Kansas Real Estate, LLC | Delaware | 45-5092337 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 |
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification |
Address of Principal Executive Offices | |||
Encompass Health Kentucky Real Estate, LLC | Delaware | 27-5440425 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Littleton Holdings, LLC | Delaware | 83-1872535 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Lubbock Holdings, LLC | Delaware | 82-2884550 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Martin County Holdings, LLC | Delaware | 45-4094041 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Maryland Real Estate, LLC | Delaware | 47-5529679 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Massachusetts Real Estate, LLC | Delaware | 47-5517900 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Midland Odessa Holdings, LLC | Delaware | 81-2974816 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Myrtle Beach Holdings, LLC | Delaware | 81-1407007 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Nevada Real Estate, LLC | Delaware | 46-3643875 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health New Mexico Real Estate, LLC | Delaware | 46-3662902 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Ohio Real Estate, LLC | Delaware | 45-4508186 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 |
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification |
Address of Principal Executive Offices | |||
Encompass Health Owned Hospitals Holdings, LLC | Delaware | 27-2457679 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Pennsylvania Real Estate, LLC | Delaware | 46-3458365 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Properties, LLC | Delaware | 63-1133453 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Real Estate, LLC | Delaware | 27-2811002 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Abilene, LLC | Delaware | 26-2652076 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Albuquerque, LLC | Delaware | 63-1011171 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Altamonte Springs, LLC | Delaware | 45-2905189 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Arlington, LLC | Delaware | 63-1184844 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Austin, LLC | Delaware | 26-1408389 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Bakersfield, LLC | Delaware | 63-1184845 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Bluffton, LLC | Delaware | 81-1718775 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Braintree, LLC | Delaware | 90-1015323 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 |
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification |
Address of Principal Executive Offices | |||
Encompass Health Rehabilitation Hospital of Cardinal Hill, LLC | Delaware | 47-3054927 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Charleston, LLC | South Carolina | 57-0904886 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Cincinnati, LLC | Delaware | 45-1441844 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of City View, LLC | Delaware | 25-1587575 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Colorado Springs, Inc. | Delaware | 25-1612420 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Columbia, Inc. | Delaware | 63-0974715 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Concord, Inc. | Delaware | 63-1102594 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Cypress, LLC | Delaware | 27-3444511 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Dallas, LLC | Delaware | 26-2934144 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Dayton, LLC | Delaware | 27-0844718 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Desert Canyon, LLC | Delaware | 27-2457834 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 |
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification |
Address of Principal Executive Offices | |||
Encompass Health Rehabilitation Hospital of Dothan, Inc. | Alabama | 63-1097851 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of East Valley, LLC | Delaware | 26-2942698 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Erie, LLC | Delaware | 63-1105904 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Florence, Inc. | South Carolina | 57-0775688 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Fort Smith, LLC | Delaware | 63-1105919 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Franklin, LLC | Delaware | 27-4344918 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Fredericksburg, LLC | Delaware | 20-0949793 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Gadsden, LLC | Delaware | 27-4000610 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Harmarville, LLC | Delaware | 52-1960506 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Henderson, LLC | Delaware | 63-1262946 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Humble, LLC | Delaware | 46-4003807 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Katy, LLC | Delaware | 82-4549154 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 |
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification |
Address of Principal Executive Offices | |||
Encompass Health Rehabilitation Hospital of Kingsport, LLC | Delaware | 63-1028003 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Lakeview, LLC | Delaware | 25-1573943 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Largo, LLC | Delaware | 63-1134645 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Las Vegas, LLC | Delaware | 25-1693810 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Littleton, LLC | Delaware | 45-4929357 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Manati, Inc. | Delaware | 20-1151662 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Mechanicsburg, LLC | Delaware | 63-1105923 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Miami, LLC | Delaware | 27-5253818 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Middletown, LLC | Delaware | 27-3463026 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Modesto, LLC | Delaware | 46-4417320 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Montgomery, Inc. | Alabama | 63-1106107 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 |
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification |
Address of Principal Executive Offices | |||
Encompass Health Rehabilitation Hospital of Murrieta, LLC | Delaware | 82-3473130 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of New England, LLC | Delaware | 90-1015581 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Newnan, LLC | Delaware | 27-3390540 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Nittany Valley, Inc. | Delaware | 63-1105924 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Northern Kentucky, LLC | Delaware | 63-1184835 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Northern Virginia, LLC | Delaware | 26-1159764 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Northwest Tucson, L.P. | Delaware | 25-1654947 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Ocala, LLC | Delaware | 27-3308405 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Panama City, Inc. | Florida | 63-1119356 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Pearland, LLC | Delaware | 81-1940348 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Petersburg, LLC | Delaware | 20-0948362 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Plano, LLC | Delaware | 25-1661222 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 |
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification |
Address of Principal Executive Offices | |||
Encompass Health Rehabilitation Hospital of Reading, LLC | Delaware | 72-1397929 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Richardson, LLC | Delaware | 20-5315890 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Round Rock, LLC | Delaware | 20-8038733 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of San Antonio, Inc. | Delaware | 63-1105930 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of San Juan, Inc. | Delaware | 46-0977422 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Sarasota, LLC | Delaware | 63-1134650 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Scottsdale, LLC | Delaware | 63-1184846 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Shelby County, LLC | Delaware | 27-0275705 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Spring Hill, Inc. | Delaware | 63-1244181 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Sugar Land, LLC | Delaware | 27-2810882 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Sunrise, LLC | Delaware | 63-1134714 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 |
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification |
Address of Principal Executive Offices | |||
Encompass Health Rehabilitation Hospital of Tallahassee, LLC | Delaware | 63-1134713 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Texarkana, LLC | Delaware | 63-1105916 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of the Mid-Cities, LLC | Delaware | 26-1408611 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of The Woodlands, Inc. | Delaware | 63-1105909 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Toms River, LLC | Delaware | 63-1105897 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Treasure Coast, Inc. | Delaware | 63-1105921 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Tustin, L.P. | Delaware | 33-0695017 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Utah, LLC | Delaware | 63-1105917 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Vineland, LLC | Delaware | 26-2414472 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of Western Massachusetts, LLC | Massachusetts | 04-2987822 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of York, LLC | Delaware | 63-1105925 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Hospital of The Vintage, LLC | Delaware | 27-0941690 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 |
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification |
Address of Principal Executive Offices | |||
Encompass Health Rehabilitation Hospital Vision Park, LLC | Delaware | 26-0518706 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Rehabilitation Institute of Tucson, LLC | Alabama | 63-1184847 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Savannah Holdings, LLC | Delaware | 47-1113576 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Sea Pines Holdings, LLC | Delaware | 45-4093483 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Sewickley Holdings, LLC | Delaware | 82-2153220 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health South Carolina Real Estate, LLC | Delaware | 46-3629300 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health South Dakota Real Estate, LLC | Delaware | 83-2536799 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Support Companies, LLC | Delaware | 46-2882734 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Texas Real Estate, LLC | Delaware | 27-3167838 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Tucson Holdings, LLC | Delaware | 45-4055073 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Tulsa Holdings, LLC | Delaware | 47-4340755 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 |
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification |
Address of Principal Executive Offices | |||
Encompass Health Tyler Holdings, Inc. | Delaware | 25-1667731 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Utah Real Estate, LLC | Delaware | 46-3649491 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health ValleyofTheSun Rehabilitation Hospital, LLC | Delaware | 63-1184848 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Virginia Real Estate, LLC | Delaware | 47-2424063 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Walton Rehabilitation Hospital, LLC | Delaware | 46-1318969 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health West Tennessee Holdings, LLC | Delaware | 47-5213142 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health West Virginia Real Estate, LLC | Delaware | 27-4647272 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Westerville Holdings, LLC | Delaware | 47-4109302 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Winston-Salem Holdings, LLC | Delaware | 81-3262644 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Yuma Holdings, Inc. | Delaware | 95-4895912 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
HealthSouth Rehabilitation Hospital of Austin, Inc. | Delaware | 63-1105908 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
HealthSouth Rehabilitation Hospital of Fort Worth, LLC | Delaware | 63-0923506 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 |
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification |
Address of Principal Executive Offices | |||
Print Promotions Group, LLC | Delaware | 46-2863772 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Rebound, LLC | Delaware | 62-1178229 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Rehabilitation Hospital Corporation of America, LLC | Delaware | 23-2655290 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Rehabilitation Hospital of North Alabama, LLC | Delaware | 37-1921725 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Rehabilitation Hospital of Plano, LLC | Delaware | 25-1612423 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Reliant Blocker Corp. | Delaware | 27-5236263 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Western Neuro Care, Inc. | Delaware | 94-3030235 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
A&B Home Health Solutions, LLC | Delaware | 20-4540091 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Abba Home Health, L.P. | Texas | 75-2534367 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Advanced Homecare Holdings, Inc. | Delaware | 61-1475415 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Advanced Homecare Management, Inc. | Delaware | 32-0125426 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 |
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification |
Address of Principal Executive Offices | |||
AHM Action Home Health, LP | Texas | 77-0646156 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
AHM Texas GP, LLC | Delaware | 30-0271368 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
AHM Texas LP, Inc. | Delaware | 35-2237067 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Apex Hospice LLC | Texas | 27-2229546 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Best Home Care LP | Texas | 42-1704170 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Camellia Home Health of Alabama, LLC | Alabama | 26-2248812 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Camellia Home Health of East Tennessee, LLC | Delaware | 27-2628199 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Camellia Home Health of the Gulf Coast, LLC | Mississippi | 26-3050037 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Camellia Hospice of Central Mississippi, LLC | Mississippi | 20-3057356 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Camellia Hospice of East Louisiana, LLC | Delaware | 27-4820487 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Camellia Hospice of Louisiana, LLC | Delaware | 20-4342946 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Camellia Hospice of North Mississippi, LLC | Mississippi | 45-2778838 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 |
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification |
Address of Principal Executive Offices | |||
Camellia Hospice of Northeast Alabama, LLC | Alabama | 46-4593038 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Camellia Hospice of Northeast Mississippi, LLC | Mississippi | 45-2778995 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Camellia Hospice of South Alabama, LLC | Mississippi | 81-3288383 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Camellia Hospice of Southwest Mississippi, LLC | Mississippi | 26-4510727 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Camellia Hospice of the Gulf Coast, LLC | Mississippi | 26-4510843 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Camellia Medical Systems, Inc. f/k/a Medical Systems, Incorporated | Mississippi | 64-0559028 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
CareServices of the Treasure Coast, LLC | Florida | 65-1094467 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
CareSouth Health System, Inc. | Delaware | 58-2357208 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
CareSouth HHA Holdings of Columbus, LLC | Georgia | 20-5926930 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
CareSouth HHA Holdings of Dothan, LLC | Georgia | 20-5757719 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
CareSouth HHA Holdings of Gainesville, LLC | Georgia | 20-5757801 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 |
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification |
Address of Principal Executive Offices | |||
CareSouth HHA Holdings of Greensboro, LLC | Georgia | 20-5757822 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
CareSouth HHA Holdings of Lexington, LLC | Georgia | 20-5757856 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
CareSouth HHA Holdings of North Florida, LLC | Georgia | 32-0379155 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
CareSouth HHA Holdings of Panama City, LLC | Florida | 20-3756084 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
CareSouth HHA Holdings of Richmond, LLC | Delaware | 54-1735874 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
CareSouth HHA Holdings of South Carolina, LLC | Georgia | 26-2501863 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
CareSouth HHA Holdings of Tallahassee, LLC | Florida | 20-8362703 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
CareSouth HHA Holdings of the Bay Area, LLC | Georgia | 80-0820776 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
CareSouth HHA Holdings of Valley, LLC | Georgia | 20-5757756 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
CareSouth HHA Holdings of Virginia, LLC | Georgia | 27-2418988 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
CareSouth HHA Holdings of Washington, LLC | Georgia | 20-5768202 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
CareSouth HHA Holdings of Western Carolina, LLC | Georgia | 45-3146767 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 |
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification |
Address of Principal Executive Offices | |||
CareSouth HHA Holdings of Winchester, LLC | Georgia | 20-5927443 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
CareSouth HHA Holdings, LLC | Georgia | 20-5926895 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
CareSouth Hospice, LLC | Georgia | 45-3146366 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Continental Home Care, LLC | Delaware | 73-1607178 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
CS Health & Wellness, LLC | Georgia | 45-2794191 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Day-By-Day Staff Relief, LLC | Delaware | 73-1483633 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Dosik, Inc. | Texas | 76-0483809 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
DRC Health Systems, L.P. | Texas | 76-0505022 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
EHHI Holdings, Inc. | Delaware | 26-0553016 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Home Health Corporation | Delaware | 47-2409257 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Home Health Holdings, Inc. | Delaware | 47-2409192 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 |
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification |
Address of Principal Executive Offices | |||
Encompass Health Home Health of Alabama, LLC | Delaware | 83-4080476 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Home Health of Birmingham, LLC | Delaware | 83-4088630 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Home Health of Central Virginia, LLC | Delaware | 84-4239430 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Home Health of Florida, LLC | Delaware | 83-4639428 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Home Health of Kentucky, LLC | Delaware | 82-4928761 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Home Health of New England, LLC | Delaware | 83-2563555 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Home Health of Ohio, LLC | Delaware | 83-2187750 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Hospice of Alabama, LLC | Delaware | 83-4110877 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Hospice of Pennsylvania, LLC | Delaware | 84-2986211 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Hospice of the Midwest, LLC | Delaware | 83-0831560 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Health Hospice of the Southwest, LLC | Delaware | 84-3812786 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Home Health of Austin, LLC | Texas | 27-2447532 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 |
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification |
Address of Principal Executive Offices | |||
Encompass Home Health of Colorado, LLC | Delaware | 26-4459105 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Home Health of DFW, LLC | Texas | 27-2447719 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Home Health of East Texas, LLC | Delaware | 81-3237748 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Home Health of New England, LLC | Delaware | 46-1140583 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Home Health of the Mid Atlantic, LLC | Delaware | 46-1385982 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Home Health of the Midwest, LLC | Delaware | 81-2976963 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Home Health of the Southeast, LLC | Florida | 47-1159229 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Home Health of the West, LLC | Idaho | 45-2732517 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass Hospice of the West, LLC | Idaho | 45-2732643 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass of Fort Worth, LP | Texas | 11-3731472 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Encompass of West Texas, LP | Texas | 20-1141684 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 |
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification |
Address of Principal Executive Offices | |||
Excella Associates, L.L.C. | Massachusetts | 45-5458768 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Excella Healthcare, Inc. | Massachusetts | 45-0467774 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Excella Home Health Agency, LLC | Massachusetts | 27-3571315 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Excella Homecare, Inc. | Massachusetts | 57-1238340 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Guardian Home Care, Inc. | Idaho | 84-1419555 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Hallmark Homecare, L.P. | Texas | 74-2963606 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
HealthCare Innovations of Oklahoma, L.L.C. | Texas | 73-1591457 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
HealthCare Innovations of Western Oklahoma, L.L.C. | Texas | 35-2176144 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
HealthCare Innovations-Travertine Health Services, L.L.C. | Texas | 73-1587613 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Home Health Care of Bogalusa, Inc. | Delaware | 64-0714358 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Home Health Care Systems, Inc. | Mississippi | 64-0695644 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Hospice Care of Mississippi, LLC | Mississippi | 20-0086979 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 |
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification |
Address of Principal Executive Offices | |||
Idaho Homecare Holdings, Inc. | Idaho | 26-4040999 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Orion Homecare, LLC | Idaho | 30-0570179 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Preferred Home Health, L.P. | Texas | 76-0354395 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Saad Healthcare of St. Clair County LLC | Delaware | 83-1056127 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Texas Senior Care, L.P. | Texas | 75-2036507 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
TH of San Antonio LLC | Texas | 27-3260835 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
WellCare, Inc. | New Mexico | 85-0441097 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
Wellmark Healthcare Services of El Paso, Inc. | Texas | 74-2727486 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 | |||
West Mississippi Home Health Services, Inc. | Mississippi | 64-0944772 | c/o Encompass Health Corporation 9001 Liberty Parkway Birmingham, Alabama 35242 |
Item 1. General Information. Furnish the following information as to the trustee:
(a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
(b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.
Exhibit 1. | A copy of the Articles of Association of the trustee as now in effect.* | |
Exhibit 2. | A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated November 1, 2019.* | |
Exhibit 3. | A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated November 1, 2019.* | |
Exhibit 4. | Copy of By-laws of the trustee as now in effect.* | |
Exhibit 5. | Not applicable. | |
Exhibit 6. | The consent of the trustee required by Section 321(b) of the Act. | |
Exhibit 7. | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. | |
Exhibit 8. | Not applicable. | |
Exhibit 9. | Not applicable. |
* | Incorporated by reference to the exhibit of the same number to the trustees Form T-1 filed as exhibit 25.1 to the Filing S-3ASR dated December 20, 2019 of Cboe Global Markets, Inc., file number 333-235649. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta and State of Georgia on the 12th day of May, 2020.
WELLS FARGO BANK, NATIONAL ASSOCIATION |
/s/ Stefan Victory |
Stefan Victory |
Vice President |
EXHIBIT 6
May 12, 2020
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Very truly yours, |
WELLS FARGO BANK, NATIONAL ASSOCIATION |
/s/ Stefan Victory |
Stefan Victory |
Vice President |
Exhibit 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2019, filed in accordance with 12 U.S.C. §161 for National Banks.
Dollar Amounts In Millions |
||||||||
ASSETS |
||||||||
Cash and balances due from depository institutions: |
||||||||
Noninterest-bearing balances and currency and coin |
$ | 21,178 | ||||||
Interest-bearing balances |
119,085 | |||||||
Securities: |
||||||||
Held-to-maturity securities |
153,873 | |||||||
Available-for-sale securities |
251,838 | |||||||
Equity Securities with readily determinable fair value not held for trading |
96 | |||||||
Federal funds sold and securities purchased under agreements to resell: |
||||||||
Federal funds sold in domestic offices |
57 | |||||||
Securities purchased under agreements to resell |
60,355 | |||||||
Loans and lease financing receivables: |
||||||||
Loans and leases held for sale |
16,488 | |||||||
Loans and leases, net of unearned income |
927,231 | |||||||
LESS: Allowance for loan and lease losses |
9,284 | |||||||
Loans and leases, net of unearned income and allowance |
917,947 | |||||||
Trading Assets |
61,182 | |||||||
Premises and fixed assets (including capitalized leases) |
11,822 | |||||||
Other real estate owned |
296 | |||||||
Investments in unconsolidated subsidiaries and associated companies |
13,242 | |||||||
Direct and indirect investments in real estate ventures |
110 | |||||||
Intangible assets |
36,032 | |||||||
Other assets |
49,318 | |||||||
|
|
|||||||
Total assets |
$ | 1,712,919 | ||||||
|
|
|||||||
LIABILITIES |
||||||||
Deposits: |
||||||||
In domestic offices |
$ | 1,326,735 | ||||||
Noninterest-bearing |
399,083 | |||||||
Interest-bearing |
927,652 | |||||||
In foreign offices, Edge and Agreement subsidiaries, and IBFs |
55,403 | |||||||
Noninterest-bearing |
748 | |||||||
Interest-bearing |
54,655 | |||||||
Federal funds purchased and securities sold under agreements to repurchase: |
||||||||
Federal funds purchased in domestic offices |
4,283 | |||||||
Securities sold under agreements to repurchase |
5,593 |
Dollar Amounts In Millions |
||||||||
Trading liabilities |
9,458 | |||||||
Other borrowed money |
||||||||
(Includes mortgage indebtedness and obligations under capitalized leases) |
100,635 | |||||||
Subordinated notes and debentures |
11,937 | |||||||
Other liabilities |
31,482 | |||||||
|
|
|||||||
Total liabilities |
$ | 1,545,526 | ||||||
EQUITY CAPITAL |
||||||||
Perpetual preferred stock and related surplus |
0 | |||||||
Common stock |
519 | |||||||
Surplus (exclude all surplus related to preferred stock) |
114,728 | |||||||
Retained earnings |
51,071 | |||||||
Accumulated other comprehensive income |
1,028 | |||||||
Other equity capital components |
0 | |||||||
|
|
|||||||
Total bank equity capital |
167,346 | |||||||
Noncontrolling (minority) interests in consolidated subsidiaries |
47 | |||||||
|
|
|||||||
Total equity capital |
167,393 | |||||||
|
|
|||||||
Total liabilities, and equity capital |
$ | 1,712,919 | ||||||
|
|
I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.
John R. Shrewsberry
Sr. EVP & CFO
We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Directors
James H. Quigley
Theodore F. Craver, Jr.
Juan A. Pujadas