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): November 3, 2015

Commission File Number: 0-24260

 

 

 

LOGO

Amedisys, Inc.

(Exact Name of Registrant as specified in its Charter)

 

 

 

Delaware   11-3131700

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

5959 S. Sherwood Forest Blvd., 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)

(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:

 

¨ 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))

 

 

 

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

On November 3, 2015, Amedisys, Inc. (the “Company”) issued a press release titled “Amedisys Announces Definitive Agreement to Acquire Infinity HomeCare,” a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1    Press Release dated November 3, 2015 titled “Amedisys Announces Definitive Agreement to Acquire Infinity HomeCare” (furnished only)

 

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

AMEDISYS, INC.
By:  

/s/ Ronald A. LaBorde

  Ronald A. LaBorde
  Vice Chairman and Chief Financial Officer
DATE: November 3, 2015

 

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Exhibit Index

 

Exhibit
No.

  

Description

99.1    Press Release dated November 3, 2015 titled “Amedisys Announces Definitive Agreement to Acquire Infinity HomeCare” (furnished only)

 

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Exhibit 99.1

 

LOGO

Amedisys Announces Definitive Agreement to

Acquire Infinity HomeCare

BATON ROUGE, La., November 3, 2015 – Amedisys, Inc. (NASDAQ: AMED), one of the nation’s leading home health care and hospice companies, today announced that it has signed a merger agreement with Infinity HomeCare, headquartered in Sarasota, Florida. Under the terms of the agreement, Amedisys will acquire 100% of the ownership interests in Infinity HomeCare for $63 million.

Infinity HomeCare, founded in 2006, cares for more than 14,000 patients per year and has more than 600 employees with 15 care centers in Florida. The Company generates approximately $50 million in annual revenues and recorded last twelve months adjusted EBITDA of $6.4 million. Amedisys expects to fund the purchase with a combination of cash on hand and borrowings from its senior secured credit facility. The transaction is expected to close on December 31, 2015.

“By coming together, Amedisys and Infinity HomeCare will benefit from one another’s expertise, resources, and best practices, resulting in even better patient care,” stated Amedisys President and Chief Executive Officer Paul Kusserow. “This acquisition also expands the Amedisys footprint in our key Florida market, aligns with the growth strategy of both our organizations, and sends a strong signal to our stakeholders that we plan to resume growth by acquiring high quality assets in key markets,” stated Kusserow.

“Amedisys is emerging nationally with leadership and strategy for the future of healthcare at home,” said Infinity HomeCare’s President and Chief Executive Officer Steve Karasick. “Combining our organizations creates a unique and powerful team of clinical excellence and innovation. I am honored to join side by side with the women and men of Amedisys and Infinity, Care America and Angel Watch, as we take our place shaping the future of caring.”

Amedisys will provide further detail during its third quarter 2015 earnings conference call scheduled for Thursday, November 5, 2015 at 12:00 p.m. ET. To participate on the conference call, please call a few minutes before 12:00 p.m. ET to either (877) 524-8416 (Toll free) or (412) 902-1028 (Toll). A live webcast of the call will be accessible through our website on our Investor Relations section at the following web address: http://investors.amedisys.com.

About Amedisys:

Amedisys, Inc. (NASDAQ: AMED) is a “health care at home” company delivering personalized home health and hospice care to more than 360,000 patients each year. Amedisys is focused on delivering the care that is best for our patients, whether that is home-based recovery and rehabilitation after an operation or injury, care focused on empowering them to manage a chronic disease, palliative care for those with a terminal illness, or hospice care at the end of life. For more information about Amedisys, please visit: http://www.amedisys.com .

We use our company website as a channel of distribution for important company information. Important information, including press releases, analyst presentations and financial information regarding the Company is routinely posted on and accessible on the “Investor Relations” subpage of our website, which is accessible by clicking on the tab labeled “Investors” on our website home page. We will also use our website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing a press release or a filing with the Securities and Exchange Commission (“SEC”) disclosing the same information. In addition, we make available on the Investor Relations subpage of our website (under the link “SEC filings”) free of charge our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K,

 

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ownership reports on Forms 3, 4 and 5 and any amendments to those reports as soon as practicable after we electronically file such reports with the SEC. Further, copies of our Certificate of Incorporation and Bylaws, our Code of Ethical Business Conduct and the charters for the Audit, Compensation, Nominating and Corporate Governance, Quality of Care and Compliance and Ethics Committees of our Board are also available on the Investor Relations subpage of our website (under the link “Corporate Governance”).

About Infinity HomeCare:

Every day, at home and where they live, Infinity HomeCare empowers people for a better quality of life through healthcare outcomes. More than 600 employees (including nurses, therapists, medical social workers, and home health aides) in 15 locations in eight districts of Florida help people navigate their unique health needs. From ensuring medication compliance to educating individuals on their personal care plans to helping manage chronic conditions and achieving personalized goals, Infinity delivers service excellence in every care moment, small and large. Infinity does more than prevent re-hospitalizations – we help achieve the right outcomes for our patients, care givers, and payors. Care America HHC and Angel Watch Home Care, Inc. are members of the Infinity HomeCare family of service providers. The Company was founded in 2006, operates eight licensed and Medicare-certified agencies, is headquartered in Sarasota, Florida and controlled by the principals at HealthEdge Investment Partners, LLC. For more information, please visit www.infinityhc.com.

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