Everest Hill Group Amends AdaptHealth Stake

TL;DR

Everest Hill Group filed a 13D/A for AdaptHealth, watch for ownership shifts.

AI Summary

On June 11, 2024, Everest Hill Group Inc. filed an amendment to its Schedule 13D, disclosing changes in its beneficial ownership of AdaptHealth Corp. The filing indicates a shift in holdings for the group, which previously operated under the name Brean Murray Carret Group Inc. and was formerly known as DFB Healthcare Acquisitions Corp.

Why It Matters

This amendment signals potential changes in the control or influence of AdaptHealth Corp. by a significant shareholder, which could impact the company's strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate activist investor activity or significant stake changes, which can lead to volatility.

Key Players & Entities

• Everest Hill Group Inc. (company) — Filing entity
• AdaptHealth Corp. (company) — Subject company
• Brean Murray Carret Group Inc. (company) — Former name of filing entity
• DFB Healthcare Acquisitions Corp. (company) — Former name of subject company
• ALAN QUASHA (person) — Group member
• ANDREA J. DOUGLAS (person) — Group member
• SUSAN V. DEMERS (person) — Group member
• WAYNE QUASHA (person) — Group member
• CLIFTON BAY MANAGEMENT LTD. (company) — Group member
• CLIFTON BAY OFFSHORE INVESTMENTS L.P. (company) — Group member

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securitie

Filing Documents

• formsc13da.htm (SC 13D/A) — 167KB
• exhibit99-2.htm (EX-99.2) — 19KB
• 0001062993-24-012367.txt ( ) — 189KB

Security and Issuer

Item 1. Security and Issuer This Schedule 13D/A relates to the shares of Common Stock, par value $0.0001 per share (" Common Stock ") of AdaptHealth Corp. (the " Issuer "). The address of the principal executive offices of the Issuer is 220 West Germantown Pike, Suite 250, Plymouth Meeting, PA 19462.

Identity and Background

Item 2. Identity and Background

(a)-(c)

Item 2(a)-(c). This Schedule D/A is being jointly filed by each of the following persons (being herein collectively referred to as the " Reporting Persons ") pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the " Act "): (i) Clifton Bay Offshore Investments L.P. (" Clifton Bay Investments ") (ii) Clifton Bay Management Ltd. (" Clifton Bay Management ") (iii) Everest Hill Group Inc. (" Everest Hill ") (iv) Vicali Services (BVI) Inc. ("Vicali") (v) Q Management Services (PTC) Ltd. (" Q Management ") (vi) Quadrant Management LLC (" Quadrant ") (vii) Susan V. Demers (" Demers ") (viii) Andrea J. Douglas (" Douglas ") (ix) Wayne Quasha (" Wayne Quasha ") (x) Alan Quasha (" Alan Quasha ") The Reporting Persons are filing this Statement because they may be deemed to be a "group" within the meaning of Section 13(d)(3) of the Act, with respect to the transaction described in Item 4 of this Statement. Except as expressly otherwise set forth in this Statement, each Reporting Persons disclaims beneficial ownership of the shares of Common Stock beneficially owned by any other Reporting Persons or any other person. Clifton Bay Investments holds 8,069,508 shares of Common Stock including 665,628 shares of Common Stock underlying warrants that are currently exercisable. Quadrant holds 230,371 shares of Common Stock, including 41,473 shares of Common Stock underlying warrants that are currently exercisable. The general partner of Clifton Bay Investments is Clifton Bay Management, which is indirectly owned by the Trustee of the Everest Trust ("Everest Trust"), a trust settled by Mr. Wayne Quasha. Q Management, as Trustee of Everest Trust, owns all of the shares of Everest Hill, which indirectly controls Clifton Bay Management. Vicali, is the sole director of Everest Hill and Q Management, and Demers, a United States citizen, and Douglas, a citizen of New Zealand, are the directors of Vicali and each of them has voting power over Vicali and

Source or Amount of Funds or Other Consideration

Item 3. Source or Amount of Funds or Other Consideration The information set forth in Item 4 and Item 5(c) below is incorporated by reference in its entirety into this Item 3. Everest Hill beneficially acquired the shares set forth in Item 5(c) for in connection with a share exchange merger transaction with DFB Healthcare Acquisition Corp. which closed on November 8, 2019. The legal acquisition of such shares was effectuated through Clifton Bay Investments, which is controlled by Everest Hill.

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons acquired the shares of Common Stock of the Issuer for general investment purposes. The Reporting Persons will continuously evaluate their ownership of Common Stock and the Issuer's business and industry. Depending on the market conditions and other factors that the Reporting Persons may deem material to their investment decision, including the availability of other investment opportunities, the Reporting Persons may from time to time acquire additional shares of Common Stock that such Reporting Persons now owns or may hereafter acquire. Without limitation, the foregoing (and consistent with its investment purpose), the Reporting Persons will continue to consider alternative courses of action and will in the future take such actions with respect to its investment in the Issuer as they deem appropriate in light of the circumstances existing from time to time. Such actions, in addition to that discussed above, may include making recommendations to members of management concerning various business strategies, acquisitions, policies, seeking to acquire control of the Issuer through a merger, proxy solicitation, tender offer, significant equity investment, exchange offer or otherwise, or such other actions as the Reporting Persons may deem appropriate.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer Item 5(a)-(b). The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D/A is incorporated by reference. The percent of class was calculated based on 133,201,924 shares of Common Stock outstanding as of May 3, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2024. Everest Hill is deemed to have the power to vote or to direct the vote of, and to dispose or direct the disposition on, the Common Stock of the Issuer beneficially owned by Everest Hill. Because of their relationship to Everest Hill as identified in Item 2 above, each Wayne Quasha, Vicali, Demers and Douglas share voting and dispositive power with regard to Common Stock owned by Clifton Bay Investments. Each of Vicali, Demers and Douglas disclaim any beneficial ownership interest in Common Stock of the Issuer owned by Clifton Bay Investments, indirectly owned through Everest Hill. CUSIP No. 00653Q102 Item 5(c). The transactions set forth on Schedule A, incorporated herein by reference to Exhibit 99.2 hereto, were effectuated by the reporting persons between August 17, 2023 and March 24, 2024. Everest Hill was the beneficial owner of 8,000 options underlying 800,000 Shares (the " AHCO Options "). The AHCO Options expired on March 24, 2024.

(d). Not applicable

Item 5(d). Not applicable.

(e). Not applicable

Item 5(e). Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Except as described herein, none of the Reporting Persons, and none of the executive officers or directors of the Reporting Persons, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting or vestment power over securities of the Issuer.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits Exhibit 99.1 Joint Filing Agreement, incorporated herein by reference to Exhibit 99.1 of the Schedule 13D/A filed by the Reporting Persons on January 9, 2020. Exhibit 99.2 Schedule A [Signature Page Follows] CUSIP No. 00653Q102

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 29, 2024 CLIFTON BAY OFFSHORE INVESTMENTS L.P. By: Clifton Bay Management Ltd., its general partner By: Vicali Services (BVI) Inc., Its Director By: /s/ Susan V. Demers Name: Susan V. Demers Title: Director By: /s/ Andrea J. Douglas Name: Andrea J. Douglas Title: Director CLIFTON BAY MANAGEMENT LTD. By: Vicali Services (BVI) Inc., Its Director By: /s/ Susan V. Demers Name: Susan V. Demers Title: Director By: /s/ Andrea J. Douglas Name: Andrea J. Douglas Title: Director EVEREST HILL GROUP INC. By: Vicali Services (BVI) Inc., Its Director By: /s/ Susan V. Demers Name: Susan V. Demers Title: Director By: /s/ Andrea J. Douglas Name: Andrea J. Douglas Title: Director Q MANAGEMENT SERVICES (PTC) LTD. By: Vicali Services (BVI) Inc., Its Director By: /s/ Susan V. Demers Name: Susan V. Demers Title: Director By: /s/ Andrea J. Douglas Name: Andrea J. Douglas Title: Director CUSIP No. 00653Q102 VICALI SERVICES (BVI) INC. By: /s/ Susan V. Demers Name: Susan V. Demers Title: Director By: /s/ Andrea J. Douglas Name: Andrea J. Douglas Title: Director QUADRANT MANAGEMENT LLC By: /s/ Alan Quasha Name: Alan Quasha Title: Director and President /s/ Susan V. Demers Susan V. Demers, individually /s/ Andrea J. Douglas Andrea J. Douglas, individually /s/ Wayne Quasha Wayne Quasha, individually /s/ Alan Quasha Alan Quasha, individually

View Full Filing

View this SC 13D/A filing on SEC EDGAR