Two Amedisys shareholders have filed a class-action lawsuit against the Baton Rouge-based home health giant, claiming it has illegal agreements with lenders that give them the power to decide whether there will be changes in Amedisys’ board of directors.
Amedisys spokeswoman Kendra Kimmons said the company does not comment on any pending legal matters.
The lawsuit, filed in 19th Judicial District Court, says Amedisys’ board agreed to an illegal credit agreement in 2012 with JPMorgan Chase Bank and a second agreement in 2014 with Cortland Capital Market Services LLC.
Both arrangements say a change in the majority of the board members allow the lenders to require immediate payment of Amedisys’ debt, according to the lawsuit. The acquisition of 35 percent of Amedisys’ stock also would trigger immediate payment of the debt.
The credit agreements deter potential activist investors from trying to win a majority of seats on the Amedisys board, the lawsuit says. The agreements also block any takeover because the company’s lenders can approve or reject changes to the board.
The lead plaintiffs in the lawsuit are Michael Bohnett, a California resident, and Jeremy Lawson, a Tennessee resident. However, the lawsuit names only one activist investor: North Tide, the second-largest shareholder with more than 4 million shares, or 12 percent, of Amedisys’ stock.
In December, North Tide sent a letter to Amedisys’ board, urging a merger with Almost Family Inc. and pushing the installation of Almost Family’s chief executive officer and president to head of Amedisys.
Instead, Amedisys installed Paul Kusserow as its CEO, and no merger talks have taken place.
“It thus appears that North Tide’s concerns have not been alleviated and it may be forced to run a proxy contest at the company,” the lawsuit says.
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