LEWISVILLE, Texas, July 29, 2015 /PRNewswire/ -- Adeptus Health Inc. (NYSE : ADPT ) (the "Company" or "Adeptus Health") today announced the pricing of the previously announced offering of 3,400,000 shares of its Class A common stock, of which 2,320,351 shares are to be sold by the Company, and 1,079,649 shares are to be sold by an affiliate of Sterling Partners (the "Selling Stockholder"), at a price to the public of $105.00 per share. The Company intends to use all of the net proceeds from the offering received by it to purchase, for cash, 2,320,351 limited liability company units of Adeptus Health LLC, its direct subsidiary, from certain of the unit holders of Adeptus Health LLC, including certain of the Company's directors and executive officers. The Company will not receive any of the proceeds from the sale of shares of Class A common stock by the Selling Stockholder. In addition, the Company and the Selling Stockholder have granted the underwriters an option to purchase up to 510,000 additional shares of Class A common stock. The offering is expected to settle and close on August 4, 2015, subject to customary closing conditions.
Goldman, Sachs & Co. and BofA Merrill Lynch are acting as joint book-running managers and the representatives of the underwriters, BMO Capital Markets is acting as lead manager, and Evercore ISI, Piper Jaffray and Dougherty & Company are acting as co-managers of the offering.
Adeptus Health has filed a registration statement (including a prospectus) on Form S-3 with the SEC, which became effective immediately upon filing, for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement relating to this offering and other documents Adeptus Health has filed with the SEC for more complete information about Adeptus Health and this offering. You may obtain these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, copies of the prospectus supplement related to the offering may be obtained, when available, from Goldman, Sachs & Co., via telephone: (866) 471-2526; facsimile: (212) 902-9316; email: email@example.com; or standard mail at Goldman, Sachs & Co., Attn.: Prospectus Department, 200 West Street, New York, NY, 10282 or BofA Merrill Lynch, via email: firstname.lastname@example.org or standard mail at BofA Merrill Lynch, Attn: Prospectus Department, 222 Broadway, New York, NY 10038.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Adeptus Health
Adeptus Health Inc. is a leading patient-centered healthcare organization expanding access to the highest quality emergency medical care through its network of freestanding emergency rooms and partnerships with premier healthcare providers. In Texas, Adeptus Health owns and operates First Choice Emergency Room, the nation's largest and oldest network of independent freestanding emergency rooms. In Colorado, in partnership with University of Colorado Health, Adeptus Health operates UCHealth Emergency Rooms. In Arizona, with Dignity Health, the Company owns and operates Dignity Health Arizona General Hospital and freestanding emergency rooms.
Certain statements and information herein may be deemed to be "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to our guidance, objectives, plans and strategies, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Any forward-looking statements herein are made as of the date of this press release, and Adeptus Health undertakes no duty to update or revise any such statements except as required by the federal securities laws. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in Adeptus Health's filings with the U.S. Securities and Exchange Commission ("SEC") from time to time and which are accessible on the SEC's website at www.sec.gov, including in the section entitled "Risk Factors" in the Company's Form 10-K for the fiscal year ended December 31, 2014. Among the factors that could cause future results to differ materially from those provided in this press release are: our ability to implement our growth strategy; our ability to maintain sufficient levels of cash flow to meet growth expectations; our ability to protect our brand; federal and state laws and regulations relating to our facilities, which could lead to the incurrence of significant penalties by us or require us to make significant changes to our operations; our ability to locate available facility sites on terms acceptable to us; competition from hospitals, clinics and other emergency care providers; our dependence on payments from third-party payors; our ability to source and procure new products and equipment to meet patient preferences; our reliance on Medical Properties Trust ("MPT") and the MPT Master Funding and Development Agreements; disruptions in the global financial markets leading to difficulty in borrowing sufficient amounts of capital to finance the carrying costs of inventory to pay for capital expenditures and operating costs; our ability or the ability of our healthcare system partners to negotiate favorable contracts or renew existing contracts with third-party payors on favorable terms; significant changes in our payor mix or case mix resulting from fluctuations in the types of cases treated at our facilities; significant changes in the rules, regulations and systems governing Medicare and Medicaid reimbursements; material changes in IRS revenue rulings, case law or the interpretation of such rulings; shortages of, or quality control issues with, emergency care-related products, equipment and medical supplies that could result in a disruption of our operations; the intense competition we face for patients, physician use of our facilities, strategic relationships and commercial payor contracts; the fact that we are subject to significant malpractice and related legal claims; the growth of patient receivables or the deterioration in the ability to collect on those accounts; the impact on us of PPACA, which represents a significant change to the healthcare industry; and ensuring our continued compliance with HIPAA, which could require us to expend significant resources and capital; and the factors discussed in the section entitled "Risk Factors" in the Company's Form 10-K for the fiscal year ended December 31, 2014.
Hill & Knowlton Strategies
Tel: (212) 885-0590
Investor Relations Contact:
Susan A. Noonan
S.A. Noonan Communications
Tel: (212) 966-3650
SOURCE Adeptus Health Inc.