8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2022

Commission File Number: 0-24260

Amedisys, Inc.

(Exact name of registrant as specified in charter)

Delaware	11-3131700
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

3854 American Way, Suite A, Baton Rouge, LA 70816

(Address of principal executive offices, including zip code)

(225) 292-2031 or (800) 467-2662

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	AMED	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.  ☐

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 22, 2022, Sharon Brunecz resigned as Chief Human Resources Officer of Amedisys, Inc. (the “Company”), effective March 21, 2022.

SECTION 7 - REGULATION FD

Item 7.01. Regulation FD Disclosure.

On February 23, 2022, the Company issued a press release announcing that it has signed a definitive agreement to acquire certain home health assets from AssistedCare Home Health, Inc., and RH Homecare Services, LLC, doing business as AssistedCare Home Health and AssistedCare of the Carolinas, respectively, a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

On February 23, 2022, the Company issued a press release announcing that its wholly-owned subsidiary, Contessa Health, Inc., is collaborating with Virginia Mason Franciscan Health to operate Home Recovery Care, a copy of which is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K.

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.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated February 23, 2022 regarding AssistedCare acquisition
99.2	Press Release dated February 23, 2022 regarding Virginia Mason Franciscan Health collaboration
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: February 23, 2022

EX-99.1

Exhibit 99.1

Amedisys Signs Definitive Agreement to Acquire Home Health

Assets from AssistedCare Home Health and AssistedCare of the Carolinas

BATON ROUGE, La., February 23, 2022 (GLOBE NEWSWIRE) – Amedisys, Inc. (NASDAQ: AMED), a leading provider of quality home health, hospice, personal care and high-acuity care, announced today that it has signed a definitive agreement to acquire certain home health assets from AssistedCare Home Health, Inc., and RH Homecare Services, LLC, doing business as AssistedCare Home Health and AssistedCare of the Carolinas, respectively. Together, the companies care for more than 450 home health patients daily and employ approximately 100 employees in Leland and Snow Hill, North Carolina. The transaction is expected to close on or around April 1, 2022.

While AssistedCare’s home health care services will transition to Amedisys Home Health, their personal care services will remain with Eldercare at Home, and their Intellectual & Developmental Disabilities (IDD) and Private Duty Nursing (PDN) services will remain operational as AssistedCare, Inc., and will not be included in the transaction.

Once the agreement is complete, this acquisition will increase Amedisys’ home health access to more than 1.5 million Medicare enrollees and more than 540,000 Medicare Advantage enrollees in North Carolina. Post-closing, Amedisys will be able to provide both home health and hospice services to more communities across North Carolina, including those in and around Wilmington and Greenville, furthering our strategy to become the solution for those who want to age in place in North Carolina.

“By continuing the great care provided by AssistedCare Home Health and AssistedCare of the Carolinas, Amedisys will provide additional scale and resources that will expand our opportunities to care for more patients in more communities across North Carolina,” said Amedisys President and Chief Operating Officer Chris Gerard. “Amedisys is proud to expand its presence in these communities and provide more comprehensive care by aligning with our Amedisys Hospice footprint in North Carolina.”

“This is an important region for growth and providing our continuum of quality care, and we’re excited to be able to serve more than 80% of the Medicare population in North Carolina once this transaction is finalized,” said Elizabeth Robinson, Senior Vice President of Operations for Amedisys’ Home Health Mid-Atlantic Region, which includes North Carolina.

Post-closing, Amedisys’ home health operations will include 350 care centers in 34 states and the District of Columbia, with an average daily census of approximately 74,000 patients and approximately 11,000 home health employees.

“We are proud that Amedisys will continue to provide quality care to our home health patients in the comfort of their homes,” said Russell Herring, Founder and CEO for AssistedCare Home Health and AssistedCare of the Carolinas. “Meanwhile, we look forward to continuing to offer personal care, private duty nursing, and IDD services to the communities we serve.”

In 2021, Modern Healthcare named Amedisys, Inc. to its prestigious Best Places to Work in Healthcare list. Amedisys is the second largest provider of home health care and the third largest provider of hospice care in the United States with 530 locations across 38 states and the District of Columbia. As of the January 2022 Home Health Compare release, Amedisys’ Quality of Patient Care (QPC) Star score is 4.33. The Company also provides personal care, palliative care and high-acuity care.

Media Contact:	Investor Contact:
Kendra Kimmons	Nick Muscato
Vice President of Marketing & Communications	Vice President of Strategic Finance
225-299-3708	615-928-5452
kendra.kimmons@amedisys.com	nick.muscato@amedisys.com

About AssistedCare Home Health and AssistedCare of the Carolinas

AssistedCare was founded in 1994 by its current CEO, Russell Herring. Today the company provides an extensive range of in-home services throughout eastern North Carolina, including home health and long-term at home care. Home health services include skilled nursing and rehabilitation care, such as speech, occupational and physical therapy. Long-term at-home care services include personal care for adults/seniors, private duty nursing and working with the intellectual and developmental disabilities population.

About Amedisys

Amedisys, Inc. is a leading healthcare at home Company delivering personalized home health, hospice, personal care and high-acuity care services. 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 3,000 hospitals and 90,000 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, TN, Amedisys is a publicly held company. With approximately 21,000 employees, in 530 care centers in 38 states and the District of Columbia, Amedisys is dedicated to delivering the highest quality of care to the doorsteps of more than 445,000 patients in need every year, performing more than 11.5 million visits annually. For more information about the Company, please visit: www.amedisys.com.

Forward-Looking Statements:

When included in this press release, words like “believes,” “belief,” “expects,” “strategy,” “plans,” “anticipates,” “intends,” “projects,” “estimates,” “may,” “might,” “could,” “would,” “should,” “will” and similar expressions are intended to identify forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a variety of risks and uncertainties that could cause actual results to differ materially from those described therein. These risks and uncertainties include, but are not limited to the following: the impact of the novel coronavirus pandemic (“COVID-19”), including the measures that have been and may be taken by governmental authorities to mitigate it, on our business, financial condition and results of operations, the impact of current and proposed federal, state and local vaccine mandates, including potential staffing shortages, changes in or our failure to comply with existing federal and state laws or regulations or the inability to comply with new government regulations on a timely basis, changes in Medicare and other medical payment levels, our ability to open care centers, acquire additional care centers and integrate and operate these care centers effectively, competition in the healthcare industry, changes in the case mix of patients and payment methodologies, changes in estimates and judgments associated with critical accounting policies, our ability to maintain or establish new patient referral sources, our ability to consistently provide high-quality care, our ability to attract and retain qualified personnel, our ability to keep our patients and employees safe, changes in payments and covered services by federal and state governments, future cost containment initiatives undertaken by third-party payors, our access to financing, our ability to meet debt service requirements and comply with covenants in debt agreements, business disruptions due to natural disasters or acts of terrorism, widespread protests or civil unrest, our ability to integrate, manage and keep our information systems secure, our ability to realize the anticipated benefits of acquisitions, changes in law or developments with respect to any litigation relating to the Company, including various other matters, many of which are beyond our control.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on any forward-looking statement as a prediction of future events. We expressly disclaim any obligation or undertaking, and we do not intend to release publicly any updates or changes in our expectations concerning the 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.

#     #     #

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE February 23, 2022 CONTACTS:   Virginia Mason Franciscan Health
(253) 382-3850 VMFHmedia@quinnthomas.com   Dana Schroering, Contessa (502) 727-0193 dschroering@contessahealth.com

Virginia Mason Franciscan Health Collaborates with Contessa to Bring

Hospital-Level Care into Patients’ Homes

Home Recovery Care gives patients the choice to receive hospital care at home, lowering costs,

improving patient outcomes and easing capacity strain on hospitals

TACOMA, Wash. and NASHVILLE, Tenn. – February 23, 2022 – Virginia Mason Franciscan Health announced a new collaboration with Contessa, an Amedisys company (NASDAQ: AMED), to operate Home Recovery Care. Home Recovery Care brings all the essential elements of hospital care into the comfort and convenience of patients’ homes, offering a safe and effective alternative to the traditional inpatient stay. The service will expand access to high-acuity care, increase crucial inpatient capacity and reduce the overall cost of care.

“Virginia Mason Franciscan Health is committed to finding innovative ways to expand access to care in the communities we serve while lowering the cost of care,” said Ketul J. Patel, CEO of Virginia Mason Franciscan Health. “Our collaboration with Contessa allows us to deliver quality care, traditionally provided in a hospital setting, to our patients in their homes — increasing patient satisfaction and improving outcomes, while creating more inpatient capacity for those with the most critical needs.”

Patients who choose Home Recovery Care are transported home and begin receiving hospital-level care that same day. They are sent home with remote patient monitoring devices and have in-home nursing visits and telehealth consults from Virginia Mason Franciscan Health physicians. The program is ideal for patients with a variety of acute conditions including pneumonia, cellulitis, chronic obstructive pulmonary disease, congestive heart failure, COVID-19 and urinary tract infections.

“Home Recovery Care empowers providers to deliver truly personalized, high-acuity care at home. We are thrilled to bring this care model to Virginia Mason Franciscan Health,” said Travis Messina, CEO of Contessa.

Contessa’s Home Recovery Care model has grown exponentially due to the COVID-19 pandemic and is proven to drive better patient outcomes and increase patient satisfaction. On average, the model historically reduces readmission rates by 44%, decreases the mean length of a hospital stay by 35% and has a patient satisfaction score of more than 90%. This collaboration is a key addition to Virginia Mason Franciscan Health’s efforts to manage capacity during the pandemic.

Home Recovery Care is slated to launch at Virginia Mason Franciscan Health’s St. Joseph Medical Center in Tacoma later this year and will be available to Medicare fee-for-service patients initially. There are plans to expand to other Virginia Mason Franciscan Health locations and include patients with other health plans in the future.

###

About Virginia Mason Franciscan Health:

Virginia Mason Franciscan Health is an integrated health system serving the Puget Sound region of Washington state, offering access to some of the country’s most prestigious experts and hospitals that are internationally known for superior quality. With a team of 18,000 team members, including nearly 5,000 employed physicians and affiliated providers, we unite the brightest health care minds in the region to provide world-class clinical excellence at 11 hospitals and nearly 300 sites of care throughout the Puget Sound area. We are proud to be the home of Bailey-Boushay House, the first skilled-nursing and outpatient chronic care management program in the United States designed specifically to meet the needs of people with HIV/AIDS, and Benaroya Research Institute, which is internationally recognized for autoimmune disease research. We embrace our community’s uniquely vibrant, active culture by providing holistic, personalized and patient-centered care. We are committed to caring for the most vulnerable in our communities, including the poor and underserved, providing more than $300 million in community benefit – free, subsidized, and reduced cost health care and programs. Learn more at www.vmfh.org.

About Contessa:

Based in Nashville, Contessa is the leader and pioneer of Home Recovery Care, a risk-based model that combines all the essential elements of inpatient hospital care in the comfort of patients’ homes. Founded in 2015, Contessa utilizes Care Convergence – a proprietary technology platform – to power the seamless delivery of Home Recovery Care that is safe, affordable and improves patient outcomes. Contessa’s 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 patients. For more information, visit contessahealth.com or follow us at @contessahealth.

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 3,000 hospitals and 90,000 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, TN, Amedisys is a publicly held company. With approximately 20,000 employees, in 528 care centers in 38 states and the District of Columbia, Amedisys is dedicated to delivering the highest quality of care to the doorsteps of more than 445,000 patients in need every year, performing more than 11.5 million visits annually. For more information about the Company, please visit: www.amedisys.com.

Forward-Looking Statements:

When included in this press release, words like “believes,” “belief,” “expects,” “plans,” “anticipates,” “intends,” “projects,” “estimates,” “may,” “might,” “would,” “should,” “will” and similar expressions are intended to identify forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a variety of risks and uncertainties that could cause actual results to differ materially from those described therein. These risks and uncertainties include, but are not limited to the following: the impact of the novel coronavirus pandemic (“COVID-19”), including the measures that have been and may be taken by governmental authorities to mitigate it, on our business, financial condition and results of operations, the impact of current and proposed federal, state and local vaccine mandates, including potential staffing shortages, changes in or our failure to comply with existing federal and state laws or regulations or the inability to comply with new government regulations on a timely basis, changes in Medicare and other medical payment levels, our ability to open care centers, acquire additional care centers and integrate and operate these care centers effectively, competition in the healthcare industry, changes in the case mix of patients and payment methodologies, changes in estimates and judgments associated with critical accounting policies, our ability to maintain or establish new patient referral sources, our ability to attract and retain qualified personnel, our ability to keep our patients and employees safe, changes in payments and covered services by federal and state governments, future cost containment initiatives undertaken by third-party payors, our access to financing, our ability to meet debt service requirements and comply with covenants in debt agreements, business disruptions due to natural disasters or acts of terrorism, widespread protest or civil unrest, our ability to integrate, manage and keep our information systems secure, our ability to realize the anticipated benefits of acquisitions, and changes in law or developments with respect to any litigation relating to the Company, including various other matters, many of which are beyond our control.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on any forward-looking statement as a prediction of future events. We expressly disclaim any obligation or undertaking, and we do not intend to release publicly any updates or changes in our expectations concerning the 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.

XML

Document and Entity Information	Feb. 22, 2022
Cover [Abstract]
Entity Registrant Name	AMEDISYS INC
Amendment Flag	false
Entity Central Index Key	0000896262
Document Type	8-K
Document Period End Date	Feb. 22, 2022
Entity File Number	0-24260
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	11-3131700
Entity Address, Address Line One	3854 American Way
Entity Address, Address Line Two	Suite A
Entity Address, City or Town	Baton Rouge
Entity Address, State or Province	LA
Entity Address, Postal Zip Code	70816
City Area Code	225
Local Phone Number	292-2031
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.001 per share
Trading Symbol	AMED
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false