UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01. | Entry into a Material Definitive Agreement. |
On June 27, 2021, Amedisys Holding, L.L.C. (“Holding”), a wholly-owned subsidiary of Amedisys, Inc. (“Amedisys” or the “Company”), Amedisys Commodore, L.L.C., a wholly-owned subsidiary of Holding (“Merger Sub”), Contessa Health, Inc. (“Contessa”) and Shareholder Representative Services LLC entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Contessa, with Contessa continuing as a wholly-owned subsidiary of Holding (the “Merger”). The Company joined the Merger Agreement solely for purposes of Section 10.17 of the Merger Agreement. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Merger Agreement.
Under the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of common stock and preferred stock of Contessa, other than treasury shares or any shares subject to a proper demand for appraisal under applicable law, will be converted into (i) the right to receive an amount in cash equal to the Closing Per Share Amount, without interest, and (ii) a contingent right to receive an amount in cash equal to each of the Per Share Reserve Amount, the Per Share Escrow Amount and the Per Share Excess Amount, if any.
The Merger Agreement also includes provisions that address the treatment of an outstanding warrant to purchase shares of Contessa common stock and the outstanding equity awards of Contessa in the Merger. Pursuant to the terms of the Merger Agreement, the outstanding warrant to purchase shares of common stock of Contessa, to the extent not otherwise exercised prior to the closing of the Merger, will be deemed exercised and each share of Contessa common stock issued upon such exercise will be cancelled and extinguished and converted into (i) the right to receive an amount in cash equal to the Closing Per Share Amount, without interest, less the exercise price per share, and (ii) a contingent right to receive an amount in cash equal to each of the Per Share Reserve Amount, the Per Share Escrow Amount and the Per Share Excess Amount, if any. All unvested or unexercised equity awards will become fully vested and exercisable, as applicable, immediately prior to the Effective Time. As of the Effective Time, all outstanding stock options to purchase shares of Contessa common stock will be terminated and cancelled and will be converted into (i) the right to receive, with respect to each share of common stock subject to such options, an amount in cash equal to the Closing Per Share Amount less the exercise price per share, without interest, and (ii) a contingent right to receive an amount in cash equal to each of the Per Share Reserve Amount, the Per Share Escrow Amount and the Per Share Excess Amount, if any, in each case, net of applicable withholding.
The total consideration for the Merger is $250 million, subject to closing adjustments as provided in the Merger Agreement. The Company will use a mix of cash on hand at the time of closing and funds drawn under the Company’s revolving credit facility to fund the Merger.
The Merger Agreement contains customary representations, warranties and covenants as well as indemnification provisions.
The Merger is subject to customary closing conditions, including regulatory requirements and approval by Contessa’s stockholders, which is required to be effectuated pursuant to an action by written consent of the requisite holders delivered to Holding within five business days of the date of the Merger Agreement. The Merger Agreement provides for certain termination rights for both Holding and Contessa. The parties expect to close the Merger on August 1, 2021.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021. The foregoing description of the Merger Agreement has been included to provide the Company’s stockholders with information regarding its terms. It is not intended to provide any other information about the Company, Contessa or their respective subsidiaries and affiliates. The Merger Agreement contains representations and warranties by each of the parties. These representations and warranties were made solely for the benefit of the parties to the Merger Agreement and (i) may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts, (ii) may have been qualified in the Merger Agreement by confidential disclosure schedules that were delivered to the other party in connection with the signing of the Merger Agreement, which disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the Merger Agreement, (iii) may be subject to a contractual standard of materiality applicable to the parties that differs from what a stockholder may view as material and (iv) may have been made only as of the date of the Merger Agreement or as of another date or dates as may be specified in the Merger Agreement, and information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures, if at all. Accordingly, stockholders should not rely upon representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Contessa or their respective subsidiaries and affiliates.
SECTION 7 - REGULATION FD
Item 7.01. | Regulation FD Disclosure. |
On June 30, 2021, the Company and Contessa issued a joint press release announcing that it had entered into the Merger Agreement, a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. In addition, a copy of the supplemental slides which the Company plans to discuss during the investor conference call at 7:00 p.m. ET on Wednesday, June 30, 2021, as announced in the joint press release, is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
In connection with the Merger, the Company is in discussions with its lenders to amend and restate its credit facility to include a $450 million term loan facility and a $550 million revolving credit facility (the “Refinancing”). The Company plans to use the additional funding for future home health and hospice acquisitions.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibits 99.1 and 99.2 hereto) is being “furnished” and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibits 99.1 and 99.2 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
Forward-Looking Statements:
This report contains certain information, including statements as to the expected timing, completion and effects of the proposed transaction involving Amedisys and Contessa, and the planned Refinancing, which may constitute forward-looking statements. Such forward-looking statements are subject to risks and uncertainties, and actual results may differ materially. Such forward looking statements include, among others, statements about the benefits of the proposed transaction, including future financial and operating results, plans, objectives, expectations for Amedisys and other statements that are not historical facts. Such statements are based on the current beliefs and expectations of management and are subject to significant risks and uncertainties outside of its control. These risks and uncertainties include, among others: the possibility that the anticipated benefits from the proposed transaction will not be realized, or will not be realized within the expected time periods; the occurrence of any event, change or other circumstances that could give rise to termination of the proposed transaction agreement or cause the proposed transaction not to close within the anticipated timeline or at all; risks associated with the disruption of management’s attention from ongoing business operations due to the proposed transaction; risks associated with the retention of key employees; the inability to obtain necessary regulatory approvals of the proposed transaction or the receipt of such approvals being subject to conditions that are not anticipated; and the possibility that the Refinancing may not close. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as otherwise required by law, the Company undertakes no obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |
99.1 | Press release dated June 30, 2021 (furnished only) | |
99.2 | Supplemental slides regarding the Merger (furnished only) | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMEDISYS, INC. | ||
By: | /s/ Paul B. Kusserow | |
Paul B. Kusserow | ||
Chief Executive Officer and Chairman of the Board | ||
DATE: June 30, 2021 |
Exhibit 99.1
Amedisys Announces Agreement to Acquire Contessa Health, Creating a Comprehensive Home Healthcare Delivery Platform
Strategic acquisition will add tech-enabled, higher-acuity hospital at home and skilled-nursing facility at home services, advanced claims analytics platform, network management and additional risk-taking capabilities to Amedisys range of home-based services
BATON ROUGE, La. and NASHVILLE, Tenn. (June 30, 2021) Amedisys, Inc. (NASDAQ: AMED), a leading home health, hospice and personal care company, today announced that it has signed a definitive agreement to acquire Contessa Health, a leader in hospital-at-home and skilled nursing facility (SNF) at-home services. In addition, Amedisys plans to invest meaningfully in the future growth of Contessas business and proprietary informatics platform, CareConvergence. Upon closing of the deal, Nashville, Tenn.-based Contessa will operate as a wholly owned division of Amedisys.
Founded in 2015, Contessa partners with health systems and health plans across the country to offer complex patients acute and post-acute care in the comfort of their homes. Contessas unique, risk-based model and claims analytics capabilities bring the essential elements of inpatient hospital and SNF care to patients homes and have repeatedly proven to improve patient outcomes and experience while reducing costs and hospital readmissions. Today, Contessa has a number of prominent health system joint ventures and payor partnerships such as Mount Sinai Health System, Marshfield Clinic Health System, Ascension Saint Thomas, CommonSpirit Health, and Highmark Health and has a robust pipeline for potential expansion with more than a hundred hospitals across an additional 28 states.
Todays announcement is a strategic and promised milestone for Amedisys strategic growth and differentiation, as we expand our capabilities to reflect growing market demands and evolving patient preference for higher-acuity in-home settings, stated Amedisys Chairman and Chief Executive Officer Paul Kusserow. While Amedisys continues to be a national leader in quality home health and hospice services, we have always worked to innovate and provide even more types of care in the home, as patients increasingly seek to age in place in environments that are familiar and safe. Bringing the Contessa team into our family significantly advances this strategy.
Contessa Founder and CEO Travis Messina, along with his experienced management team, will continue to lead Contessa, which will maintain its brand and operate and be reported on as a separate and unique business within Amedisys.
We launched Contessa with the ambitious vision of creating innovative models that would allow as many patients as possible to receive higher-acuity care in their preferred setting the home, said Messina. In the years since, we have made great strides toward that goal and are proud to partner with some of the nations top health systems and payors to treat more patients in their homes. To continue building on the momentum weve created and to take advantage of all the growth opportunities which currently exist, we wanted a partner with a national footprint, a reputation for outstanding clinical quality, and the scale and infrastructure available to accelerate our trajectory. Amedisys has all of that and more. They understand the pressures and challenges of todays healthcare industry and are a strong partner to hospitals and physicians. Amedisys brings a proven reputation for innovation, an industry-leading clinical workforce, and a culture and leadership team that highly align with Contessas. Were incredibly excited about what this will mean not only for our future and existing partnerships, but also for our caregivers, staff, and patients across the country.
Strategic benefits of the transaction include:
| Adds higher acuity, home-based care to Amedisys current service offering, allowing Amedisys to create a premier home-based health system. |
| Significantly expands Amedisys Total Addressable Market (TAM) for in-home care services from $44B to $73B. |
| Provides an innovations platform that Amedisys will continue to invest in to accelerate growth of current services and to expand into additional in-home care services. |
| Creates a truly differentiated tech-enabled, home-based care platform adding capabilities, services, analytics, and management needed to become a risk-bearing, home-based care delivery organization, expanding well beyond traditional Home Health and Hospice. |
| Positions Amedisys as the first national Home Health provider to move into the Hospital at Home and SNF at Home space in a meaningful way with the ability to scale across a large geographic footprint. |
| Accelerates admissions growth opportunities for Amedisys Home Health and Hospice to seek care coordination and preferred provider agreements with current and future Hospital at Home and SNF at Home hospital partners. |
| Leverages Amedisys nationwide Home Health footprint, industry leading quality Home Health clinicians, and Home Health Business Development staff to accelerate Contessas revenue growth opportunity. |
| Enhances the ability of Amedisys to provide quality care and outcomes across a continuum of care and lower costs through value-based care arrangements for commercial, Medicare, Medicare Advantage and managed Medicaid payors. |
| Creates an attractive platform to recruit and retain highly trained and skilled clinicians interested in providing higher acuity care in the home. |
| Adds access to proprietary informatics platform, CareConvergence, that manages the logistics for high-acuity care in the home and the risk-bearing contracts that Contessa holds with payors. |
Transaction Details and Advisors
The transaction is expected to close later this summer and is subject to customary closing conditions, including receipt of regulatory approvals. Lazard is serving as financial advisor to Contessa, and Bass Berry & Sims is serving as legal counsel. Butler Snow is serving as legal counsel to Amedisys.
Investor Conference Call
Amedisys will host an investor conference call to discuss the strategic rationale of this transaction on June 30, 2021 at 7:00 p.m. ET. To participate on the conference call, please call a few minutes before 7:00 p.m. ET to either (877) 524-8416 (toll-free) or (412) 902-1028 (toll). A replay of the call will be available through July 30, 2021 by dialing (877) 660-6853 (toll-free) or (201) 612-7415 (toll) and entering access ID 13720992.
A live webcast of the call will be accessible through the Company website on the Investor Relations section at http://investors.amedisys.com.
About Amedisys:
Amedisys, Inc. is a leading healthcare at home company delivering personalized home health, hospice, and personal care. Amedisys is focused on delivering the care that is best for our patients, whether that is home-based personal care; recovery and rehabilitation after an operation or injury; care focused on empowering them to manage a chronic disease; or hospice care at the end of life. More than 2,900 hospitals and 78,000 physicians nationwide have chosen Amedisys as a partner in post-acute care. Founded in 1982, headquartered in Baton Rouge, La. with an executive office in Nashville, Tenn., Amedisys is a publicly held company. With approximately 21,000 employees in 514 care centers in 39 states and the District of Columbia, Amedisys is dedicated to delivering the highest quality of care to the doorsteps of more than 418,000 patients and clients in need every year. For more information about Amedisys, please visit: www.amedisys.com.
About Contessa:
Based in Nashville Tenn., Contessa is the leader and pioneer of Home Recovery Care, a risk-based model that combines all the essential elements of inpatient hospital care and SNF at Home in the comfort of patients homes. Founded in 2015, Contessa utilizes CareConvergence a proprietary technology platform to coordinate and power the seamless delivery of Home Care that is safe, affordable and improves patient outcomes. Contessas turnkey solution provides upfront savings to health plans, enables health systems to reinvent their care delivery model and helps physicians deliver a better experience for their patients. For more information about Contessa, please visit: www.contessahealth.com.
Forward-Looking Statements:
This communication contains certain information, including statements as to the expected timing, completion and effects of the proposed transaction involving Amedisys and Contessa, which may constitute forward-looking statements. Such forward-looking statements are subject to risks and uncertainties, and actual results may differ materially. Such forward looking statements include, among others, statements about the benefits of the proposed transaction, including future financial and operating results, plans, objectives, expectations for Amedisys and other statements that are not historical facts. Such statements are based on the current beliefs and expectations of management and are subject to significant risks and uncertainties outside of its control. These risks and uncertainties include, among others: the possibility that the anticipated benefits from the proposed transaction will not be realized, or will not be realized within the expected time periods; the occurrence of any event, change or other circumstances that could give rise to termination of the proposed transaction agreement or cause the proposed transaction not to close within the anticipated timeline or at all; risks associated with the disruption of managements attention from ongoing business operations due to the proposed transaction; risks associated with the retention of key employees; and the inability to obtain necessary regulatory approvals of the proposed transaction or the receipt of such approvals being subject to conditions that are not anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as otherwise required by law, neither Amedisys nor Contessa undertakes any obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise.
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June 2021 Amedisys and Contessa Creating a Tech-Enabled Risk-Bearing Homecare Delivery Platform Exhibit 99.2
This presentation includes forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. The use of words such as “believes,” “belief,” “expects,” “plans,” “anticipates,” “intends,” “projects,” “estimates,” “may,” “might,” “would,” “should” and similar expressions are intended to identify forward-looking statements. These forward-looking statements and all projections in this presentation are subject to risks and uncertainties and are based on the beliefs, estimates and assumptions of management and information currently available to management, which, though considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties beyond the Company’s control. There can be no assurance that the projected results can be realized, and actual results may differ materially from a conclusion, forecast or projection in the forward-looking information. Additional information regarding factors that could cause actual results to differ materially from those discussed in any forward-looking statements and the projections are described in reports and registration statements we file with the SEC, including our Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, copies of which are available on the Amedisys internet website http://www.amedisys.com or by contacting the Amedisys Investor Relations department at (225) 292-2031. We disclaim any obligation to update any forward-looking statements or any changes in events, conditions or circumstances upon which any forward-looking statement may be based except as required by law. www.amedisys.com NASDAQ: AMED We encourage everyone to visit the Investors Section of our website at www.amedisys.com, where we have posted additional important information such as press releases, profiles concerning our business and clinical operations and control processes, and SEC filings. Forward-looking statements
AMED + Contessa create a truly differentiated end-to-end, in-home recovery care organization. Anticipated deal closing late summer 2021 Aging-in-Place Highest quality, data driven, end to end, value base-d care Merger Consideration AMED will acquire Contessa for $250 million purchase price funded via cash on hand and the AMED credit facility – Purchase Price represents a 3.9x 2022 revenue multiple. Tech-enabled, healthcare services sector trades at ~6x 2022 revenue (SGFY: 7.7x, AGL: 6.9x, ALHC: 4.1x) Services: Higher Acuity in the Home Hospital @ Home, SNF @ Home – Contessa becomes AMED’s platform for additional / new in-home service line expansion and risk-taking solutions TAM Expansion Significant TAM expansion opportunity from ~$44B to ~$73B Revenue Growth High revenue growth business (118% CAGR 2025 revenue) Team & Org Design Seasoned and professional management team key for success. Adds a separately reported fourth segment Payor Services & Other Capabilities Analytics, underwriting, bundle pricing, claims payment system, value-based and other risk-based contracts, network management, care coordination Amedisys and Contessa: Summary Partnerships 7 relationships with marquee health systems (Pipeline of over 30 health systems and over 110 hospitals)
Strategic Rationale Mutually beneficial acquisition creates accelerated revenue growth opportunities for both Contessa and Amedisys, enhanced payor innovation platform, more robust data capabilities, and new hospital relationships with highly synergistic cross-selling opportunities Expansion of Home-Based Services High Revenue Growth Business Valued Based Payments Nation Wide Access to Home Health Contessa acquisition adds higher-acuity, home based care service offering (Hospital at Home and SNF at Home) to AMED platform Contessa adds a line of business with significant revenue growth opportunity to AMED. Projecting annual revenue growth of 118% (2025) Medicare Advantaged focused bundled payment arrangements and risk-based payment capabilities added to AMED MA relationships AMED nation-wide home health footprint gives Contessa access to industry leading quality home health clinicians and allows for faster expansion Business Development Future Service Line Expansion Ability to utilize AMED Business Development staff will further accelerate Contessa & AMED revenue growth opportunities Contessa and AMED collaboration on new care models will create a differentiated, comprehensive, home-based service offering – allowing AMED to play where others are unable AMED Core Business Growth Home Health and Hospice admissions potential growth opportunity (organic and inorganic) from new and enhanced hospital relationships with current and future JV partners
Contessa fills in numerous gaps for AMED as we move towards a higher-acuity, risk-taking, tech-enabled home-based provider and fits within our previously disclosed innovation strategy Clinical Distinction Clinical guidelines that support consistent outstanding care High quality as measured by STARS rating and other key measures Invest in professional development of clinicians Develop innovative clinical programs that distinguish us in the market Become Employer of Choice Improved ability to recruit, develop, and retain outstanding, talented people Become “Employer of Choice” as we make working at AMED meaningful and more rewarding Operational Excellence and Efficiency Maximize productivity and margin opportunity in all lines of business Maintain disciplined cost approach Supporting processes that drive standardization Driving Growth Improved information and tools to optimize business development effectiveness Developing the capability to succeed as market moves to pay based on value Investing capital to grow core business Acquisition of Contessa Accelerates AMED Strategy SNF @ Home Innovations Close to Core Developments to Watch MA Palliative Care Tele-medicine PCL Network Predictive Analytics Remote Monitoring At Risk Models Trans-portation Meals Infusion Innovations (Close to core) Lab-like, testing (pilot) environment for innovations Initial focus: SNF at Home, Palliative Care, Telemedicine, Personal Care Network Developments to watch New or disruptive models that could supplement our business/allow us to take more risk Additional business lines providing care for chronically ill in their home Integrated PAC Platform Contessa delivery – directly or via downstream network providers
Combination Expands Total Addressable Market (TAM) Contessa helps to significantly expand the TAM of the in-home care services market for Amedisys Notes: Home Health, Hospice and Infusion represent all payor markets Primary Care at Home (PCP) represents top 8% acuity of MA members SNF at Home represents higher acuity SNF model vs. diversion opportunity Hospital at Home based on all payors inclusive of CMS developed program) Palliative Care at Home represents top 2% acuity of MA members (not Part B palliative care) Hospice Industry $18B Home Health Industry $26B Combined Home Health and Hospice $44B AMED HSP $750M AMED HH $1.2B Total AMED $2.1B Hospice Industry $18B Home Health Industry $26B Combined “Integrated Homecare” Market $73B PCP at Home $11B Hospital at Home $10B SNF @ Home $5B Pal Care at Home $3B
Contessa Home Recovery Amedisys Home Health Amedisys Hospice Contessa and Amedisys Current Geographic Reach Multiple hospital system relationships. Growth opportunity with established Contessa health system relationships by adding hospitals, and through a pipeline of active prospects. High interest & investment in model broadly Contessa is currently targeting 133 health systems across 28 states (numerous active conversations) Targeted JVs have 38% and 49% overlap with AMED HH and HSP, respectively AMED’s BD staff and Medicare Advantage contracting provide immediate benefit (Capture Rate) and growth opportunity (number of JV’s) Current target markets are primarily non-CON states - AMED has flexibility re: M&A and De Novo to build out footprint, clinically integrated model & RN capacity Marquee Health System Relationships Current Overlap Expansion Opportunities
Contessa adds higher acuity, home-based care to Amedisys’ current service offering, allowing Amedisys to create a home-based health system Contessa’s Current and Future Service Offerings Hospital at Home SNF at Home Inpatient-level hospital replacement services performed in the home Short-term acute home nursing with RNs and physician telehealth rounding Programs include, tech-enabled Acute-Care at Home model and completion at Home model SNF-replacement services performed in the home following an inpatient hospitalization (different than current AMED SNF @ Home pilot which is SNF diversion for lower acuity SNF patients) Intensive nursing / therapy services with RNs and physician telehealth rounding Amedisys will continue to invest in the Contessa platform to further build out in-home service offerings (palliative care, primary care, etc.)
Pharmacy Ambulatory Surgery Center Urgent Care Assessments Physician Clinics Predictive Data & Analytics Hospital at Home SNF at Home Home Health Palliative Care Hospice Personal Care Hospital Skilled Nursing Facility Social Determinants of Health Home Based Primary Care Tele-Visits / Medicine Pre-Admission Admission Post Acute High Acuity Community Directory With the acquisition of Contessa, Amedisys adds capabilities, services, analytics and management needed to become a risk-bearing, tech-enabled, risk-taking, home-based care delivery organization, expanding well beyond traditional Home Health and Hospice Acquisition Creates a Truly Differentiated Home-Based Care Platform Aging-in-Place Services provided by Amedisys Referral or Network Partners Services established or enhanced by Contessa
Forecasting a $9M - $12M revenue increase and ($6M) – ($9M) adjusted EBITDA loss in 2021. On a go-forward basis, Amedisys will continue to invest in the Contessa platform to accelerate growth and to expand into new home-based service offerings. Detailed projected financial results will be provided upon close of acquisition and during our Q2’2021 earnings call Impact to AMED 2021 Financial Performance Notes: Assumes deals closes 7/31/2021 Assumes no revenue and EBITDA contribution from Medicare FFS Hospital @ Home waiver