LHC GROUP, INC.
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): June 19, 2006
LHC GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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8082
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71-0918189 |
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(Commission File Number)
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(I.R.S. Employer |
| of Incorporation)
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Identification No.) |
420 West Pinhook Rd., Suite A
Lafayette, LA 70503
(Address of Principal Executive Offices, including Zip Code)
(337) 233-1307
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On June 19, 2006, certain wholly-owned subsidiaries of LHC Group, Inc. (the “Company”),
entered into an Asset Purchase Agreement (the “Agreement”) to purchase the Kentucky-based assets of
The Lifeline Health Group, Inc. (“Lifeline”), a privately-held company based in Somerset, Kentucky,
for an aggregate purchase price in an amount equal to $15.0 million (the “Transaction”). The
Transaction involves the acquisition by the Company of an approximate total patient census of 2,400
as well as 350 Lifeline employees. As part of the purchased assets, the Company will acquire 17
locations in 29 counties throughout the Commonwealth of Kentucky.
Consummation of the Transaction is subject to customary conditions, including the approval of
the Board of Directors of both the Company and Lifeline and the absence of any order or injunction
prohibiting the closing. In addition, each party’s obligation to consummate the Transaction is
subject to certain other conditions, including (i) the accuracy of the representations and
warranties of the other party, (ii) the approval of the relevant state authorities for the transfer
of the operations, and (iii) compliance of the other party with its covenants contained in the
Agreement.
The foregoing description of the Agreement is qualified in its entirety by reference to the
full text of the Agreement, a copy of which is attached to this Current Report on Form 8-K as
Exhibit 2.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
A copy of the Agreement is attached to this Current Report on Form 8-K as Exhibit 2.1 and
incorporated herein by reference. A copy of the Company’s press release concerning the Transaction
is attached as Exhibit 99.1 to this Current Report on Form 8-K.
SIGNATURE
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.
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LHC GROUP, INC. |
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By:
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/s/ Barry E. Stewart |
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Barry E. Stewart |
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Senior Vice President and Chief Financial Officer |
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Dated: June 23, 2006 |
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INDEX TO EXHIBITS
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| EXHIBIT NO. |
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DESCRIPTION |
2.1
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Asset Purchase Agreement by and among certain wholly-owned
subsidiaries of LHC Group, Inc. and The Lifeline Health
Group, Inc. (“Parent”), certain wholly-owned subsidiaries of
Parent, and certain owners of the Parent, dated June 19,
2006. |
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99.1
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Press Release announcing the Transaction, dated June 20, 2006. |