AdaptHealth Securities Settlement
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This website has been established to provide general information related to the proposed settlement of the case known as Delaware County Employees Retirement System, et al. v. AdaptHealth Corp. f/k/a DFB Healthcare Acquisitions Corp. et al. (the “Action”), No. 2:21-cv-03382-HB, pending before the United States District Court for the Eastern District of Pennsylvania (the "Court"). The capitalized terms used on this website, and not otherwise defined, shall have the same meanings ascribed to them in the Stipulation and Agreement of Settlement dated February 26, 2024 (the "Stipulation"), which can be found and downloaded by clicking on the Case Documents tab above. Your rights may be affected by the Settlement if, between November 8, 2019 and July 16, 2021, inclusive (the “Settlement Class Period”), you purchased or otherwise acquired AdaptHealth Corp. (“AdaptHealth” or the “Company”) common stock or call options on AdaptHealth common stock or sold put options on AdaptHealth common stock (“AdapthHealth Securities”).

The entities that lead the Action, Bucks County Employees’ Retirement System and Delaware County Employees Retirement System, are referred to as the “Lead Plaintiffs.” The entities and individuals, AdaptHealth, Luke McGee, Stephen P. Griggs, Jason Clemens, Frank J. Mullen, Richard Barasch, Joshua Parnes, Alan Quasha, Terence Connors, Dr. Susan Weaver, Dale Wolf, Bradley Coppens, and David S. Williams III, that are being sued are collectively referred to as the “Defendants.”

The law firm of Robbins Geller Rudman & Dowd LLP (“Lead Counsel”) represent the Settlement Class Members. Settlement Class Members will not be charged for these lawyers. They will be paid from the Settlement Fund to the extent the Court approves their application for fees and expenses.


Lead Plaintiffs’ Consolidated Complaint for Violations of the Federal Securities Laws (the “Consolidated Complaint”), filed on November 22, 2021, alleged that (i) defendant AdaptHealth, in addition to McGee, Griggs, and Clemens (the “Officer Defendants”), violated Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”); (ii) the Officer Defendants violated Section 20(a) of the Exchange Act; (iii) Defendants violated Section 11 of the Securities Act of 1933 (the “Securities Act”); (iv) defendant AdaptHealth violated Section 12(a)(2) of the Securities Act; and (v) the Officer Defendants and Mullen, Barasch, Parnes, Quasha, Connors, Weaver, Wolf, Coppens, and Williams III violated Section 15 of the Securities Act. More specifically, Lead Plaintiffs alleged that throughout the putative class period (between November 8, 2019 and July 16, 2021, inclusive), Defendants made numerous materially false and misleading statements and omissions regarding the methodology used to calculated the Company’s organic growth and defendant McGee’s involvement in an alleged foreign tax fraud arising from certain past private activity, which caused the price of the Company’s common stock to trade at artificially inflated prices, until the market learned of the false and misleading nature of the statements and omissions, and the Company’s stock price declined on April 13, 2021 and July 19, 2021.

On January 20, 2022, Defendants moved to dismiss the Consolidated Complaint, arguing that the Consolidated Complaint failed to allege a material false or misleading statement or omission, failed to plead facts supporting scienter, and failed to allege loss causation. On March 21, 2022, Lead Plaintiffs filed their opposition to the motion to dismiss and opposed Defendants’ request for judicial notice of certain exhibits attached to their motion to dismiss. Defendants filed their reply brief on April 15, 2022. On May 26, 2022, Lead Plaintiffs filed a Notice of Recent Authority relating to a decision from the Second Circuit Court of Appeals relevant to Lead Plaintiffs’ opposition to Defendants’ pending motion to dismiss. On June 1, 2022, Defendants filed a Response to Lead Plaintiffs’ Notice of Recent Authority that mentioned that the Second Circuit case was distinguishable from the case at hand.

On June 9, 2022, the Court denied Defendants’ motion to dismiss. The Court held that the allegations in the Consolidated Complaint adequately pled a claim under Sections 10(b) and 20(a) of the Exchange Act and Sections 11, 12(a)(2) and 15 of the Securities Act for purposes of Rule 12(b)(6) of the Federal Rules of Civil Procedure. Defendants answered the Consolidated Complaint on August 5, 2022. Defendants expressly denied, and continue to deny, any and all allegations of fault, liability, wrongdoing, or damages whatsoever, including that they engaged in any conduct that constituted violations of Sections 10(b) and 20(a) of the Exchange Act or Sections 11, 12(a)(2) and 15 of the Securities Act and deny that Lead Plaintiffs have asserted any valid claims as to any of them.

Thereafter, the Settling Parties continued to vigorously litigate the Action. On July 15, 2022, the Court, after a conference with counsel, ordered the Settling Parties to proceed with class certification discovery and set deadlines for both class certification discovery and briefing of any class certification motion. With respect to merits discovery, the Court authorized such discovery to proceed but prohibited any merits-related depositions and declined to set any deadlines with respect to merits discovery. The Settling Parties thereafter engaged in extensive discovery of class certification issues, including (a) document productions by Lead Plaintiffs and Lead Plaintiffs’ investment manager, (b) responses to written interrogatories by Lead Plaintiffs, (c) depositions of Lead Plaintiffs and Lead Plaintiffs’ investment manager, and (d) expert discovery, with Lead Plaintiffs and Defendants submitting a total of eight expert reports from seven experts, and six of the Settling Parties’ experts being deposed.

Defendants also produced documents and responded to written interrogatories on merits issues. In response to discovery requests, the AdaptHealth Defendants produced approximately 6,000 documents, totaling more than 35,000 pages, defendant McGee produced approximately 700 documents, totaling over 3,000 pages, and numerous third parties collectively produced approximately 53,000 documents, totaling more than 427,000 pages.

In addition, on November 21, 2022, Lead Plaintiffs filed a motion to compel defendant McGee to produce documents regarding the tax scheme allegations pursuant to Lead Plaintiffs’ requests for production. On December 7, 2022, the Court granted Lead Plaintiffs’ motion and ordered that the documents be produced by December 30, 2022.

On March 13 and 28, 2023, Lead Plaintiffs filed motions to compel AdaptHealth and certain other Defendants to comply with the Court’s scheduling orders and respond to Lead Plaintiffs’ interrogatories. After holding a conference with counsel, the Court denied those motions without prejudice on April 11, 2023, subject to further meet and confers between Lead Plaintiffs and Defendants.

On July 28, 2022, Lead Plaintiffs filed their motion for class certification. Defendants filed a seventy-five page opposition to class certification on March 30, 2023, supported by five expert reports. Lead Plaintiffs thereafter filed a fifty-page reply brief on May 22, 2023, supported by two expert reports. Lead Plaintiffs’ motion for class certification was pending at the time the Settling Parties reached their agreement-in-principle to engage in private mediation to settle the Action.

At that time, the Settling Parties engaged a nationally recognized neutral mediator and participated in settlement discussions on multiple occasions, which included the exchange of mediation briefs, responses, and exhibits. On February 14, 2024, the Settling Parties reached an agreement-in-principle to resolve the Action.


The Settlement provides that, in exchange for the release of the Released Claims (defined in the Stipulation) and dismissal of the Action, Defendants have agreed to pay (or cause to be paid) $51 million in cash and AdaptHealth has agreed to contribute to the Settlement one (1) million shares of freely-tradable AdaptHealth common stock to be distributed after taxes, tax expenses, notice and claims administration expenses, and approved fees and expenses, pro rata, to Settlement Class Members who send in a valid Proof of Claim pursuant to the Court-approved Plan of Allocation.


Although the information in this website is intended to assist you, it does not replace the information contained in the Notice of Pendency and Proposed Settlement of Class Action (the “Notice”) and Stipulation, both of which can be found and downloaded by clicking on the Case Documents tab above. We recommend that you read the Notice and other relevant case documents carefully.


SUBMIT A PROOF OF CLAIM FORM The only way to be eligible to receive a payment from the Settlement. Proofs of Claim must be postmarked or submitted online on or before July 15, 2024.
EXCLUDE YOURSELF Get no payment. This is the only option that potentially allows you to ever be part of any other lawsuit against the Defendants or any other Released Defendant Parties about the legal claims being resolved by this Settlement. Should you elect to exclude yourself from the Settlement Class you should understand that Defendants and the other Released Defendant Parties will have the right to assert any and all defenses they may have to any claims that you may seek to assert, including, without limitation, the defense that any such claims are untimely under applicable statutes of limitations and statutes of repose. Exclusions must be postmarked on or before May 29, 2024.
OBJECT Write to the Court about why you do not like the Settlement, the Plan of Allocation, and/or the request for attorneys’ fees and expenses. You will still be a Settlement Class Member. Objections must be received by the Court and counsel on or before May 29, 2024. If you submit a written objection, you may (but do not have to) attend the hearing.
GO TO THE HEARING ON JUNE 20, 2024 Ask to speak in Court about the fairness of the Settlement. Requests to speak must be received by the Court and counsel on or before May 29, 2024.
DO NOTHING Receive no payment. You will, however, still be a Settlement Class Member, which means that you give up your right to ever be part of any other lawsuit against the Defendants or any other Released Defendant Parties about the legal claims being resolved by this Settlement and you will be bound by any judgments or orders entered by the Court in the Action.


Submit Proof of Claim Form: July 15, 2024
File Objection: May 29, 2024
Request Exclusion: May 29, 2024
Final Approval Hearing: June 20, 2024, at 1:30 p.m.