ADUS Addus HomeCare Corp

On June 28, 2023, Addus HealthCare, Inc., an Illinois corporation (“Addus HealthCare”) and a wholly-owned subsidiary of Addus HomeCare Corporation (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with (i) HHH Newco Holdings, LLC, a Michigan limited liability company (“Seller”), (ii) American Health Companies, LLC, a Tennessee limited liability company (“Seller Parent”), (iii) American HomeCare, LLC, a Tennessee limited liability company (“AHC”), (iv) Homecare, LLC, a Tennessee limited liability company (“Homecare”), (v) Tennessee Valley Home Care, LLC (d/b/a Tennessee Quality Care – Home Health), a Tennessee limited liability company (“TQC – Home Health”), and (vi) Tri-County Home Health and Hospice, LLC (d/b/a Tennessee Quality Care - Hospice), a Tennessee limited liability company (“TCQ – Hospice”, and together with AHC, Homecare, and TCQ – Home Health the “Acquired Companies”).

Pursuant to the Purchase Agreement, Addus HealthCare has agreed to directly acquire all of the issued and outstanding membership interests of AHC (the “Transaction”) for a cash purchase price of $106.0 million, subject to customary adjustments for working capital and other items. Based in Franklin, Tennessee, the Acquired Companies currently serve patients across the state of Tennessee.

The Transaction is expected to close in the third quarter of 2023, subject to, among other customary closing conditions, the accuracy of the representations and warranties in the Purchase Agreement, compliance with the covenants in the Purchase Agreement, and completion of all required regulatory approvals. Addus Healthcare and the Seller are also provided certain customary termination rights.

The Seller has made customary representations and warranties with respect to the businesses of the Acquired Companies, as well as customary covenants regarding the operation of the business of the Acquired Companies during the period between the execution of the Purchase Agreement and the closing of the Transaction. In lieu of indemnification by Seller for breaches of representations and warranties, Addus Healthcare has bound a policy for representations and warranties insurance. Consummation of the transaction contemplated by the Purchase Agreement is not subject to any financing condition, and there is no termination or reverse termination fee in connection with the Purchase Agreement.