LEWISVILLE, Texas, July 27, 2015 /PRNewswire/ -- Adeptus
Health Inc. (NYSE: ADPT) (the "Company" or "Adeptus Health") today
announced the offering of 2,750,000 shares of its Class A common
stock, of which 1,906,229 shares are to be sold by the Company, and
843,771 shares are to be sold by an affiliate of Sterling Partners
(the "Selling Stockholder"). The Company intends to use all of the
net proceeds from the offering received by it to purchase, for
cash, 1,906,229 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 412,500 additional shares of Class A common stock. The offering
is subject to market and other 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: prospectus-ny@ny.email.gs.com; or
standard mail at Goldman, Sachs & Co., Attn.: Prospectus
Department, 200 West Street, New York,
NY, 10282 or BofA Merrill Lynch, via email:
dg.prospectus_requests@baml.com 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.
Forward-Looking Statements
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.
Media Contact:
Jackie Zupsic
Hill & Knowlton Strategies
Jackie.Zupsic@hkstrategies.com
Tel: (212) 885-0590
Investor Relations Contact:
Susan A. Noonan
S.A. Noonan Communications
susan@sanoonan.com
Tel: (212) 966-3650
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SOURCE Adeptus Health Inc.