UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AdaptHealth Corp.
(Name of issuer)
(Amendment No. 1)
Class A Common Stock, par value $0.0001 per share
(Title of class of securities)
00653Q102
(CUSIP number)
Bradley J. Coppens
c/o One Equity Partners
510 Madison Avenue, 19th Floor, New York, New York 10022
(212) 277-1500
COPY TO:
Jeremy S. Liss
Ross M. Leff
Jeffrey P. Swatzell
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, Illinois 60654
(312) 862-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 6, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
| CUSIP No. 00653Q102 | Page 2 of 14 |
| (1) | Names of reporting persons
OEP AHCO Investment Holdings, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
AF | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 shares | ||||
| (8) | Shared voting power
10,930,471 shares* | |||||
| (9) | Sole dispositive power
0 shares | |||||
| (10) | Shared dispositive power
10,930,471 shares* | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
10,930,471 shares* | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
19.4% | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
* Comprised of 10,930,471 shares of Class A Common Stock held directly by OEP AHCO Investment Holdings, LLC.
SCHEDULE 13D
| CUSIP No. 92847R104 | Page 3 of 14 |
| (1) | Names of reporting persons
One Equity Partners VII, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 shares | ||||
| (8) | Shared voting power
4,838,205 shares* | |||||
| (9) | Sole dispositive power
0 shares | |||||
| (10) | Shared dispositive power
4,838,205 shares* | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
4,838,205 shares* | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
8.6% | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
* Comprised of 44.26% of the 10,930,471 shares of Class A Common Stock held directly by OEP AHCO Investment Holdings, LLC.
SCHEDULE 13D
| CUSIP No. 92847R104 | Page 4 of 14 |
| (1) | Names of reporting persons
One Equity Partners VII-A, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 shares | ||||
| (8) | Shared voting power
2,472,187 shares* | |||||
| (9) | Sole dispositive power
0 shares | |||||
| (10) | Shared dispositive power
2,472,187 shares* | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
2,472,187 shares* | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
4.4% | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
* Comprised of 22.62% of the 10,930,471 shares of Class A Common Stock held directly by OEP AHCO Investment Holdings, LLC.
SCHEDULE 13D
| CUSIP No. 92847R104 | Page 5 of 14 |
| (1) | Names of reporting persons
One Equity Partners VII-B, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 shares | ||||
| (8) | Shared voting power
1,031,283 shares* | |||||
| (9) | Sole dispositive power
0 shares | |||||
| (10) | Shared dispositive power
1,031,283 shares* | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
1,031,283 shares* | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
1.8% | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
* Comprised of 9.44% of the 10,930,471 shares of Class A Common Stock held directly by OEP AHCO Investment Holdings, LLC.
SCHEDULE 13D
| CUSIP No. 92847R104 | Page 6 of 14 |
| (1) | Names of reporting persons
OEP VII Project A Co-Investment Partners, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 shares | ||||
| (8) | Shared voting power
2,588,796 shares* | |||||
| (9) | Sole dispositive power
0 shares | |||||
| (10) | Shared dispositive power
2,588,796 shares* | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
2,588,796 shares* | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
4.6% | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
* Comprised of 23.68% of the 10,930,471 shares of Class A Common Stock held directly by OEP AHCO Investment Holdings, LLC.
SCHEDULE 13D
| CUSIP No. 92847R104 | Page 7 of 14 |
| (1) | Names of reporting persons
OEP VII General Partner, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
AF | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 shares | ||||
| (8) | Shared voting power
10,930,471 shares* | |||||
| (9) | Sole dispositive power
0 shares | |||||
| (10) | Shared dispositive power
10,930,471 shares* | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
10,930,471 shares* | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
19.4% | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
* Comprised of 10,930,471 shares of Class A Common Stock held directly by OEP AHCO Investment Holdings, LLC.
SCHEDULE 13D
| CUSIP No. 92847R104 | Page 8 of 14 |
| (1) | Names of reporting persons
OEP VII GP, L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
AF | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 shares | ||||
| (8) | Shared voting power
10,930,471 shares* | |||||
| (9) | Sole dispositive power
0 shares | |||||
| (10) | Shared dispositive power
10,930,471 shares* | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
10,930,471 shares* | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
19.4% | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
* Comprised of 10,930,471 shares of Class A Common Stock held directly by OEP AHCO Investment Holdings, LLC.
SCHEDULE 13D
| CUSIP No. 92847R104 | Page 9 of 14 |
| (1) | Names of reporting persons
Richard Cashin | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
AF | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 shares | ||||
| (8) | Shared voting power
10,930,471 shares* | |||||
| (9) | Sole dispositive power
0 shares | |||||
| (10) | Shared dispositive power
10,930,471 shares* | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
10,930,471 shares* | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
19.4% | |||||
| (14) | Type of reporting person (see instructions)
IN | |||||
* Comprised of 10,930,471 shares of Class A Common Stock held directly by OEP AHCO Investment Holdings, LLC.
SCHEDULE 13D
| CUSIP No. 92847R104 | Page 10 of 14 |
| (1) | Names of reporting persons
David Han | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
AF | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
0 shares | ||||
| (8) | Shared voting power
10,930,471 shares* | |||||
| (9) | Sole dispositive power
0 shares | |||||
| (10) | Shared dispositive power
10,930,471 shares* | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
10,930,471 shares* | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
19.4% | |||||
| (14) | Type of reporting person (see instructions)
IN | |||||
* Comprised of 10,930,471 shares of Class A Common Stock held directly by OEP AHCO Investment Holdings, LLC.
| CUSIP No 92847R104 | Page 11 of 14 |
Amendment No. 1 to Schedule 13D
This Amendment No. 1 (this “Amendment”) to Schedule 13D amends the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 10, 2020 (the “Schedule 13D”) by the Reporting Persons with respect to shares of Class A Common Stock of the Company. Terms defined in the Schedule 13D are used herein as so defined. The Reporting Persons are filing this Amendment in connection with a re-allocation of ownership interests in Investor to report the acquisition by OEP VII Project A LP of additional membership interests in Investor, which reduced the relative percentage of membership interests of Investor owned by each of OEP VII LP, OEP VII-A LP and OEP VII-B LP prior to such acquisition. The re-allocated ownership interests in Investor held by each of OEP VII Project A LP, OEP VII LP, OEP VII-A LP and OEP VII-B LP are reflected in the footnotes to the cover pages of this Amendment. No shares of Class A Common Stock were transferred by Investor in connection with such transaction.
The following items of the Schedule 13D are hereby amended as follows:
SCHEDULE 13D/A
| CUSIP No 92847R104 | Page 13 of 14 |
| Item 5. | Interest in Securities of the Issuer. |
Paragraphs (a) and (b) are hereby amended to update the number of shares used to calculate beneficial ownership to reflect that such ownership is based on 56,334,882 shares of Class A Common Stock outstanding as of August 4, 2020, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August 7, 2020.
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 10, 2020
| OEP AHCO INVESTMENT HOLDINGS, LLC | ||
| By: | /s/ Bradley J. Coppens | |
| Name: | Bradley J. Coppens | |
| Title: | Authorized Signatory | |
| ONE EQUITY PARTNERS VII, L.P. | ||
| By: | OEP VII General Partner, L.P., its general partner | |
| By: | OEP VII GP, L.L.C., its general partner | |
| By: | /s/ Gregory Belinfanti | |
| Name: | Gregory Belinfanti | |
| Title: | Authorized Signatory | |
| ONE EQUITY PARTNERS VII-A, L.P. | ||
| By: | OEP VII General Partner, L.P., its general partner | |
| By: | OEP VII GP, L.L.C., its general partner | |
| By: | /s/ Gregory Belinfanti | |
| Name: | Gregory Belinfanti | |
| Title: | Authorized Signatory | |
| ONE EQUITY PARTNERS VII-B, L.P. | ||
| By: | OEP VII General Partner, L.P., its general partner | |
| By: | OEP VII GP, L.L.C., its general partner | |
| By: | /s/ Gregory Belinfanti | |
| Name: | Gregory Belinfanti | |
| Title: | Authorized Signatory | |
| OEP VII PROJECT A CO-INVESTMENT PARTNERS, L.P. | ||
| By: | OEP VII General Partner, L.P., its general partner | |
| By: | OEP VII GP, L.L.C., its general partner | |
| By: | /s/ Gregory Belinfanti | |
| Name: | Gregory Belinfanti | |
| Title: | Authorized Signatory | |
| OEP VII GENERAL PARTNER, L.P. | ||
| By: | OEP VII GP, L.L.C., its general partner | |
| By: | /s/ Gregory Belinfanti | |
| Name: | Gregory Belinfanti | |
| Title: | Authorized Signatory | |
| OEP VII GP, L.L.C. | ||
| By: | /s/ Gregory Belinfanti | |
| Name: | Gregory Belinfanti | |
| Title: | Authorized Signatory | |
| RICHARD CASHIN | ||
| By: | /s/ Richard Cashin | |
| DAVID HAN | ||
| By: | /s/ David Han | |