AdaptHealth Corp. 8-K

What Happened

• AdaptHealth Corp. announced on July 19, 2026 that it entered into an Asset Purchase Agreement to sell substantially all assets related to its diabetes medical devices and related services business (the “Business”) to RGH Enterprises, LLC, an Ohio subsidiary of Cardinal Health, Inc. The agreed purchase price is $235.0 million in cash, subject to a customary post‑closing net working capital adjustment. The filing was made on Form 8‑K on July 20, 2026.

Key Details

• Purchase price: $235.0 million in cash, subject to post‑closing net working capital adjustment.
• Escrow: Purchaser will deposit $8.0M (to secure post‑closing purchase price adjustments) and $18.8M (to secure AdaptHealth’s indemnification obligations).
• Covenants and protections: AdaptHealth agreed to a 4‑year non‑compete in North America, 2‑year non‑solicit for transferred employees/contractors, and 7‑year confidentiality for non‑public Business information. The company agreed not to solicit or engage alternative acquisition proposals for the Business.
• Closing conditions and timing: Closing is subject to customary conditions, including Hart‑Scott‑Rodino and other competition/healthcare filings and approvals, accuracy of representations, absence of material adverse effect, acceptance of employment offers by at least 80% of offered employees (and a specified key employee), and completion of a separation plan. Outside termination date is 12 months from the agreement, with possible extensions.
• Termination fee & indemnities: If the deal is blocked for antitrust reasons under specified circumstances, Purchaser must pay AdaptHealth a $9.4M termination fee. Representations and warranties generally survive 18 months (longer for certain fundamental matters); AdaptHealth’s indemnity obligations are subject to customary deductibles and caps, with exceptions for fundamental reps and fraud. Ancillary agreements (escrow, assignment/assumption, transition services, IP license) will be executed at closing.

Why It Matters

• The transaction transfers AdaptHealth’s diabetes medical‑devices operations and related liabilities to a Cardinal Health subsidiary for $235M (subject to adjustments and escrow). For investors, the deal is a material divestiture that will remove the Business’s assets, liabilities, and future results from AdaptHealth’s operations and provide cash proceeds (subject to adjustments and escrow).
• Closing depends on regulatory approvals, employee retention thresholds and other customary conditions; there is an outside 12‑month date and a $9.4M termination fee tied to antitrust clearance issues. The company’s post‑closing restrictive covenants (non‑compete, non‑solicit, confidentiality) will limit AdaptHealth’s ability to compete in this space for defined periods.