Form 8-K - Current report

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): December 26, 2024

Commission File Number: 0-24260

Amedisys, Inc.

(Exact name of registrant as specified in its charter)

Delaware	11-3131700
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

3854 American Way, Suite A, Baton Rouge, LA 70816

(Address and zip code of principal executive offices)

(225) 292-2031 or (800) 467-2662

(Registrant's telephone number, including area code)

Not Applicable
(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 (see General Instruction A.2. below):

¨	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per share		AMED		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01.

Entry into a Material Definitive Agreement.

As previously disclosed, on June 26, 2023, Amedisys, Inc., a Delaware corporation (“Amedisys”), UnitedHealth Group Incorporated, a Delaware corporation (“UnitedHealth Group”), and Aurora Holdings Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of UnitedHealth Group (“Merger Sub” and collectively with Amedisys and UnitedHealth Group, the “Parties”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into Amedisys (the “Merger”) upon the terms and subject to the conditions set forth in the Merger Agreement, with Amedisys surviving the Merger as a wholly owned subsidiary of UnitedHealth Group.

On December 26, 2024, the Parties entered into a waiver (the “Waiver”) pursuant to which, among other things, Amedisys and UnitedHealth Group each waived its right to terminate the Merger Agreement due to a failure of the Merger to have been consummated by the Outside Date (as defined in the Merger Agreement) until the earlier of (i) 5:00 p.m. (New York time) on the tenth business day following a final order (whether or not appealable) issued by the U.S. District Court for the District of Maryland with respect to the complaint filed by the U.S. Department of Justice and certain other parties regarding the Merger and the other transactions contemplated by the Merger Agreement that permanently prohibits the consummation of the Merger and (ii) 11:59 p.m. (New York time) on December 31, 2025 (the “Waiver Period”).

The Waiver also contains waivers by the Parties such that, (i) the Regulatory Break Fee under the Merger Agreement will be $275,000,000, which may escalate for the failure to meet certain timing milestones related to divesting certain assets to gain approval up to $325,000,000; (ii) the revenue-related aspect of the definition of “Burdensome Condition” is increased, (iii) Amedisys may take certain actions that would otherwise be prohibited by interim operating covenants contained in the Merger Agreement and (iv) certain closing conditions relating to government approvals are no longer conditions to the consummation of the Merger.

The foregoing description of the Waiver is qualified in its entirety by reference to the Waiver, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Cautionary Statement Regarding Forward-Looking Statements

This communication may contain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “believe,” “project,” “estimate,” “expect,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements include projections as to the anticipated benefits of the proposed transaction as well as statements regarding the impact of the proposed transaction on UnitedHealth Group’s and Amedisys’s business and future financial and operating results, the amount and timing of synergies from the proposed transaction and the closing date for the proposed transaction.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations and assumptions regarding the future of Amedisys’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Amedisys’s control. Amedisys’s actual results and financial condition may differ materially from those indicated in the forward-looking statements as a result of various factors. These factors include, among other things, (1) the termination of or occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or the inability to complete the proposed transaction on the anticipated terms and timetable, (2) the inability to complete the proposed transaction due to the failure to satisfy all of the conditions to closing in a timely manner or at all, or the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated, (3) the inability to complete the proposed transaction as a result of the complaint filed by the U.S. Department of Justice and certain other parties that seeks to prohibit the consummation of the proposed transaction, (4) the effect of the pendency of the proposed transaction on Amedisys’s ability to maintain relationships with its patients, payers and providers and retain its management and key employees, (5) costs related to the proposed transaction and (6) the diversion of management’s time and attention from ordinary course business operations to completion of the proposed transaction and integration matters. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included elsewhere. Additional information concerning risks, uncertainties and assumptions can be found in UnitedHealth Group’s and Amedisys’s respective filings with the SEC, including the risk factors discussed in Amedisys’s most recent Annual Report on Form 10-K, as updated by its Quarterly Reports on Form 10-Q and future filings with the SEC.

Any forward-looking statement made in this communication is based only on information currently available to Amedisys and speaks only as of the date on which it is made. Amedisys undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. You are cautioned not to rely on Amedisys’s forward-looking statements.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Waiver, dated as of December 26, between Amedisys, Inc., UnitedHealth Group Incorporated and Aurora Holdings Merger Sub Inc.*

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. Amedisys will furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. Amedisys may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

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.

	AMEDISYS, INC.

Dated: December 26, 2024	By:	/s/ Richard Ashworth
		Name: Richard Ashworth
		Title: President and Chief Executive Officer

Exhibit 10.1

UnitedHealth Group Incorporated

UnitedHealth Group Center

9900 Bren Road East

Minnetonka, MN 55343

Aurora Holdings Merger Sub Inc.

UnitedHealth Group Center

9900 Bren Road East

Minnetonka, MN 55343

Amedisys, Inc.

3854 American Way, Suite A

Baton Rouge, LA 70816

Re: Merger Agreement Waivers

This waiver letter (this “Waiver”), dated as of December 26, 2024, is executed by Amedisys, Inc., a Delaware corporation (the “Company”), UnitedHealth Group Incorporated, a Delaware corporation (“Parent”), and Aurora Holdings Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Waiving Entities”) with respect to that certain Agreement and Plan of Merger, dated as of June 26, 2023, by and among the Waiving Entities (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

Waiver of Outside Date. Each of Parent and the Company hereby unconditionally and irrevocably waives any right to terminate the Merger Agreement pursuant to Section 8.1(b)(i) of the Merger Agreement prior to the earlier of (i) 5:00 p.m. (New York time) on the tenth Business Day following a final Order (whether or not appealable) issued by the U.S. District Court for the District of Maryland (the “Trial Court”) with respect to the complaint filed by the U.S. Department of Justice and certain other parties regarding the Merger (the “Merger Litigation”) that permanently prohibits the consummation of the Merger and (ii) 11:59 p.m. (New York time) on December 31, 2025 (the “Waiver Period”).

Partial Waiver of Effect of Termination in Respect of Termination. Each of the Waiving Entities hereby unconditionally and irrevocably waives any right or argument pursuant to Section 8.2 of the Merger Agreement to the extent required in order to cause, and therefore agrees that:

the number “two hundred fifty million dollars ($250,000,000)” in the definition of Regulatory Break Fee shall be replaced by “two hundred seventy-five million dollars ($275,000,000);” provided that, if by May 1, 2025 Parent has not entered into or caused to be entered into one or more definitive agreements (“Divestiture Agreements”) with one or more potential divestiture buyers that in the aggregate provide for the sale of assets representing no less than 90% of the aggregate amount of revenue for fiscal year 2022 represented by the assets that would have been sold pursuant to that certain Purchase Agreement, dated as of June 28, 2024, by and among VCG Luna, LLC, Parent and the other seller parties thereto, such number shall be replaced by “three hundred twenty-five million dollars ($325,000,000);” and

the amount of the OPCH Agreement Termination Fee shall not be deducted from the Regulatory Break Fee if payable pursuant to Section 8.2(c) of the Merger Agreement.

Waiver of Certain Efforts Covenants. Each of the Waiving Entities hereby agrees to be bound by the additional covenants set forth on Exhibit A to this Waiver.

Waiver of Certain Restrictions. Each of Parent and Merger Sub hereby unconditionally and irrevocably waives the restrictions set forth in Section 5.1(a) of the Merger Agreement and the Company hereby waives related provisions of the Merger Agreement, in each case to the extent set forth on Exhibit B to this Waiver.

Partial Waiver of Certain Condition Precedent. Each of the Waiving Entities hereby unconditionally and irrevocably waives their respective rights set forth in Section 7.1(c) of the Merger Agreement to require that the approvals set forth in Items 1 and 2 of Section 7.1(c) of the Amedisys Disclosure Letter be obtained for the purposes of satisfying the condition set forth in Section 7.1(c) of the Merger Agreement (including for the purposes of Article VIII of the Merger Agreement); it being understood that such waiver shall not alter the Waiving Entities’ obligations under Article VI of the Merger Agreement and any reference to Section 7.1(c) of the Merger Agreement included therein shall be interpreted without respect to such waiver.

Partial Waiver of “Burdensome Condition” Definition. Each of the Waiving Entities hereby unconditionally and irrevocably waives any right pursuant to the Merger Agreement to the extent required in order to:

cause the number “$333,000,000” in the definition of “Burdensome Condition” to be replaced by “$400,000,000”; and

waive any right to assert that any term, condition, obligation, requirement, limitation, prohibition, remedy, sanction or other action that does not satisfy the requirements of clause (a)(i) of the definition of “Burdensome Condition” (as partially waived in the immediately foregoing Section 6.a.i) satisfies the requirements of clause (a)(ii) of such definition.

General Waivers.

The Company hereby (i) acknowledges that, as of the date of this Waiver, there has been no breach of the Merger Agreement on the part of Parent or Merger Sub and (ii) waives, releases and discharges any claim or cause of action of every kind and nature, whether known or unknown, suspected or unsuspected, concealed or hidden, against Parent and its Affiliates, based upon facts or circumstances existing or occurring on or prior to the date of this Waiver for all purposes under the Merger Agreement, including under Sections 7.3(a), 7.3(b), 8.1(b)(iii) (with respect to the proviso therein) and 8.1(d) (as applicable) of the Merger Agreement.

Each of Parent and Merger Sub hereby (i) acknowledges that, as of the date of this Waiver, there has been no breach of the Merger Agreement on the part of the Company and (ii) waives, releases and discharges any claim or cause of action of every kind and nature, whether known or unknown, suspected or unsuspected, concealed or hidden, against the Company and its Affiliates, based upon facts or circumstances existing or occurring on or prior to the date of this Waiver for all purposes under the Merger Agreement, including under Sections 7.2(a), 7.2(b), 8.1(b)(iii) (with respect to the proviso therein) and 8.1(c) (as applicable) of the Merger Agreement.

Waiver Only; No Inconsistency.

Subject to the terms of this Waiver, all terms, conditions and provisions of the Merger Agreement shall remain in full force and effect. For the avoidance of doubt, nothing herein shall alter Section 8.2(f) (Sole and Exclusive Remedy) of the Merger Agreement.

Each of the Waiving Parties hereby unconditionally and irrevocably waives any right to interpret the terms of the Merger Agreement in any manner inconsistent with the terms of this Waiver.

Miscellaneous. Sections 6.5 (Fees and Expenses), 8.3 (Amendment), 8.4 (Extension; Waiver), 9.2 (Notices), 9.3 (Definitions), 9.4 (Interpretation), 9.5 (Counterparts), 9.6 (Entire Agreement; No Third-Party Beneficiaries; No Additional Representations), 9.7 (Assignment), 9.8 (Governing Law), 9.9 (Waiver of Jury Trial), 9.10 (Specific Enforcement), 9.11 (Jurisdiction), 9.12 (Headings, etc.) and 9.13 (Severability) of the Merger Agreement shall apply to this Waiver, mutatis mutandis, as if set forth herein.

[Remainder of page intentionally left blank.]

This Waiver has been duly executed and delivered by duly authorized officers of the Waiving Entities as of the date first written above.

AMEDISYS, INC.

By:	/s/ Richard Ashworth
	Name:	Richard Ashworth
	Title:	President and Chief Executive Officer Amedisys, Inc.

UNITEDHEALTH GROUP INCORPORATED

By:	/s/ Richard J. Mattera
	Name:	Richard J. Mattera
	Title:	Chief Development Officer UnitedHealth Group

AURORA HOLDINGS MERGER SUB INC.

By:	/s/ Richard J. Mattera
	Name:	Richard J. Mattera
	Title:	Chief Development Officer UnitedHealth Group

Cover	Dec. 26, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 26, 2024
Entity File Number	0-24260
Entity Registrant Name	Amedisys, Inc.
Entity Central Index Key	0000896262
Entity Tax Identification Number	11-3131700
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3854 American Way
Entity Address, Address Line Two	Suite A
Entity Address, City or Town	Baton Rouge
Entity Address, State or Province	LA
Entity Address, Postal Zip Code	70816
City Area Code	225
Local Phone Number	292-2031
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	AMED
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false