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 28, 2013
ADDUS HOMECARE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-34504 | 20-5340172 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
| 2401 South Plum Grove Road, Palatine, Illinois | 60067 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(847) 303-5300
(Registrant’s telephone number, including area code)
N/A
(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)) |
| Item 7.01. | Regulation FD Disclosure. |
On February 28, 2013, Addus HomeCare Corporation (the “Corporation”) announced that Addus HealthCare, Inc. (“Addus HealthCare”), a wholly-owned subsidiary of the Corporation, and certain subsidiaries of Addus HealthCare (together with Addus HealthCare, the “Sellers”) received the cash purchase price of approximately $20 million for the previously announced sale (the “Transaction”) to certain subsidiaries of LHC Group, Inc. (the “Purchasers”) of substantially all of the assets of the Sellers used in their home health business (the “Home Health Business”) in Arkansas, Nevada and South Carolina and 90% of the Home Health Business in California and Illinois, with Sellers retaining a 10% ownership interest in those locations. The closing of the Transaction will be effective at 12:01 a.m. Central Standard Time on March 1, 2013. All conditions to closing have been satisfied.
A copy of the related press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated here by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including the exhibit, shall not be deemed to be “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, and shall not be incorporated by reference into any registration statement or other document filed 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.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated February 28, 2013 | |
SIGNATURES
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.
| ADDUS HOMECARE CORPORATION | ||||
| Dated: February 28, 2013 | By: | /s/ Dennis Meulemans | ||
| Name: | Dennis Meulemans | |||
| Title: | Chief Financial Officer | |||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated February 28, 2013 | |
Exhibit 99.1
Investor Contact:
Dennis Meulemans
Chief Financial Officer
Phone: (847) 303-5300
Email: DMeulemans@addus.com
Addus HomeCare Announces the Sale of
Assets of its Home Health Division to LHC Group
Palatine, IL, February 28, 2013 – Addus HomeCare Corporation (NASDAQ: ADUS), a provider of home-based social and medical services focused on the elderly dual eligible population, announced that today the Company received the purchase price for the previously announced sale of substantially all of the assets of its home health division to LHC Group, Inc. The closing will be effective at 12:01 a.m. on March 1, 2013. All conditions to closing have been satisfied.
The sale encompasses 19 home health agencies and two hospice agencies in five states. Specifically, LHC Group acquired 100 percent of the assets of the business in Arkansas, South Carolina and Nevada. In Illinois and California, LHC Group is acquiring 90 percent of the business and Addus is retaining a 10 percent ownership interest in those locations. The purchase price for the assets was $20 million in cash. The business represented approximately $36.7 million in annual revenues for the twelve month period ended September 30, 2012. Net proceeds from the transaction will be used to pay off outstanding debt and for general corporate purposes.
Mark Heaney, President and CEO of Addus HomeCare, said, “We are pleased to complete the sale of the home health assets and will focus our attention on our growing home & community business, which benefits from a significant opportunity by serving a large and growing, high cost elderly dual eligible population.”
As previously reported, Addus expects that the home health division will be reported as a discontinued operation in its year end 2012 financial results.
Financial and Legal Advisors
The Braff Group acted as financial advisor to the Company. Winston & Strawn LLP served as legal advisor to the Company.
About Addus
Addus is a provider of a broad range of social and medical services in the home. Addus’ services include personal care and assistance with activities of daily living, and adult day care. Addus focuses on serving the needs of the elderly dual eligible population. Addus’ consumers are individuals with special needs who are at risk of hospitalization or institutionalization, such as the elderly, chronically ill and disabled. Addus’ payor clients include federal, state and local governmental agencies, commercial insurers and private individuals. For more information, please visit www.addus.com.
Forward-Looking Statements
Certain matters discussed in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may be identified by words such as “continue,” “expect,” and similar expressions. Forward-looking statements involve a number of risks and uncertainties that may cause actual results to differ materially from those expressed or implied by such forward-looking statements, including the expected benefits and costs of dispositions, the anticipated financial impact of possible transactions, management plans related to dispositions, the possibility that expected benefits may not materialize as expected, the failure of the business to perform as expected, changes in reimbursement, changes in government regulations, changes in Addus HomeCare’s relationships with referral sources, increased competition for Addus HomeCare’s services, changes in the interpretation of government regulations, the uncertainty regarding the outcome of discussions with managed care organizations, changes in tax rates and other risks set forth in the Risk Factors section in Addus HomeCare’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2012, and in Addus HomeCare’s Quarterly Reports on Form 10-Q, filed with the Securities and Exchange Commission on May 10, 2012, August 9, 2012 and November 1, 2012, each of which is available at http://www.sec.gov. There can be no assurance that the potential benefits of the sale of the home health division will be realized. Addus HomeCare undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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