Amendment: SEC Form SCHEDULE 13G/A filed by Aveanna Healthcare Holdings Inc.
$AVAH
Medical/Nursing Services
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Aveanna Healthcare Holdings Inc. (Name of Issuer) |
Common Stock, $.01 Par Value (Title of Class of Securities) |
05356F105 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 05356F105 |
| 1 | Names of Reporting Persons
PSA Healthcare Investment Holding LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,675,833.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.04 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 05356F105 |
| 1 | Names of Reporting Persons
J.H. Whitney VII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
31,376,094.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
16.08 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 05356F105 |
| 1 | Names of Reporting Persons
PSA Iliad Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,451,220.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.74 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 05356F105 |
| 1 | Names of Reporting Persons
JHW Iliad Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,211,091.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
2.67 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 05356F105 |
| 1 | Names of Reporting Persons
JHW Iliad Holdings II LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
546,247.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.28 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Aveanna Healthcare Holdings Inc. | |
| (b) | Address of issuer's principal executive offices:
400 Interstate North Parkway, SE, Suite 1600, Atlanta, GA 30339 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) PSA Healthcare Investment Holding LLC is a Delaware limited liability company whose managing member is Whitney Strategic Partners VII, L.P., a Delaware limited partnership. The name of the general partner of Whitney Strategic Partners VII, L.P. is J.H. Whitney Equity Partners VII, LLC, a Delaware limited liability company, whose business address is 212 Elm Street, New Canaan, CT 06840. The names of the members of J.H. Whitney Equity Partners VII, LLC are Paul R. Vigano and Robert M. Williams, Jr., the business address of each of whom is 212 Elm Street, New Canaan, CT 06840.
(ii) J.H. Whitney VII, L.P. is a Delaware limited partnership. The name of the general partner of J.H. Whitney VII, L.P. is J.H. Whitney Equity Partners VII, LLC, a Delaware limited liability company, whose business address is 212 Elm Street, New Canaan, CT 06840. Paul R. Vigano and Robert M. Williams, Jr., the business address of each of whom is 212 Elm Street, New Canaan, CT 06840, are the members of J.H. Whitney Equity Partners VII, LLC.
(iii) PSA Iliad Holdings LLC is a Delaware limited liability company whose managing member is Whitney Strategic Partners VII, L.P., a Delaware limited partnership. The name of the general partner of Whitney Strategic Partners VII, L.P. is J.H. Whitney Equity Partners VII, LLC, a Delaware limited liability company, whose business address is 212 Elm Street, New Canaan, CT 06840. Paul R. Vigano and Robert M. Williams, Jr., the business address of each of whom is 212 Elm Street, New Canaan, CT 06840, are the members of J.H. Whitney Equity Partners VII, LLC.
(iv) JHW Iliad Holdings LLC is a Delaware limited liability company. The name of the managing member of JHW Iliad Holdings, LLC is Project Iliad Managing Member, LLC, a Delaware limited liability company, whose business address is 212 Elm Street, New Canaan, CT 06840. Paul R. Vigano and Robert M. Williams, Jr., the business address of each of whom is 212 Elm Street, New Canaan, CT 06840, are members of Project Ilian Managing Member, LLC.
(v) JHW Iliad Holdings II LLC is a Delaware limited liability company whose managing member is J.H. Whitney VII Management Co., LLC, a Delaware limited liability company. The sole member of such managing member is J.H. Whitney Capital Partners, LLC, a Delaware limited liability company. The business address of such entities is 212 Elm Street, New Canaan, CT 06840. Paul R. Vigano and Robert M. Williams, Jr., the business address of each of whom is 212 Elm Street, New Canaan, CT 06840, are the members of J.H. Whitney Capital Partners, LLC. | |
| (b) | Address or principal business office or, if none, residence:
(i) PSA Healthcare Investment Holding LLC
212 Elm Street
New Canaan, CT 06840
(ii) J.H. Whitney VII, L.P.
212 Elm Street
New Canaan, CT 06840
(iii) PSA Iliad Holdings LLC
212 Elm Street
New Canaan, CT 06840
(iv) JHW Iliad Holdings LLC
212 Elm Street
New Canaan, CT 06840
(v) JHW Iliad Holdings II LLC
212 Elm Street
New Canaan, CT 06840
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| (c) | Citizenship:
(i) PSA Healthcare Investment Holding LLC is a Delaware limited liability company. Its managing member is a Delaware limited partnership whose general partner is a Delaware limited liability company. All of the individual members of such general partner are citizens of the United States.
(ii) J.H. Whitney VII, L.P. is a Delaware limited partnership. Its general partner is a Delaware limited liability company. All of the individual members of such general partner are citizens of the United States.
(iii) PSA Iliad Holdings LLC is a Delaware limited liability company. Its managing member is a Delaware limited partnership whose general partner is a Delaware limited liability company. All of the individual members of such general partner are citizens of the United States.
(iv) JHW Iliad Holdings LLC is a Delaware limited liability company. Its managing member is a Delaware limited liability company. All of the individual members of the managing member are citizens of the United States.
(v) JHW Iliad Holdings II LLC is a Delaware limited liability company. Its managing member is a Delaware limited liability company. The sole member of such managing member is a Delaware limited liability company. All of the individual members of such sole member are citizens of the United States. | |
| (d) | Title of class of securities:
Common Stock, $.01 Par Value | |
| (e) | CUSIP No.:
05356F105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(i) PSA Healthcare Investment Holding LLC is the beneficial owner of 15,675,833 shares.1
(ii) J.H. Whitney VII, L.P. is the beneficial owner of 31,376,094 shares.1
(iii) PSA Iliad Holdings LLC is the beneficial owner of 1,451,220 shares.1
(iv) JHW Iliad Holdings LLC is the beneficial owner of 5,211,091 shares.1
(v) JHW Iliad Holdings II LLC is the beneficial owner of 546,247 shares.1
1 PSA Healthcare Investment Holding LLC, J.H. Whitney VII, L.P., PSA Iliad Holdings LLC, JHW Iliad Holdings LLC and JHW Iliad Holdings II, LLC disclaim the existence of a group with respect to the Common Stock of the issuer, and each disclaims beneficial ownership of the shares of Common Stock owned by the others. | |
| (b) | Percent of class:
(i) 8.04% for PSA Healthcare Investment Holding LLC;
(ii) 16.08% for J. H. Whitney VII, L.P.;
(iii) 0.74% for PSA Iliad Holdings LLC;
(iv) 2.67% for JHW Iliad Holdings LLC; and
(v) 0.28% for JHW Iliad Holdings II LLC. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
15,675,833 shares for PSA Healthcare Investment Holding LLC;
31,376,094 shares for J.H. Whitney VII, L.P.;
1,451,220 shares for PSA Iliad Holdings LLC;
5,211,091 shares for JHW Iliad Holdings LLC; and
546,247 shares for JHW Iliad Holdings II LLC. | ||
| (ii) Shared power to vote or to direct the vote:
0 shares for PSA Healthcare Investment Holding LLC;
0 shares for J. H. Whitney VII, L.P.;
0 shares for PSA Iliad Holdings LLC;
0 shares for JHW Iliad Holdings LLC; and
0 shares for JHW Iliad Holdings II LLC. | ||
| (iii) Sole power to dispose or to direct the disposition of:
15,675,833 shares for PSA Healthcare Investment Holding LLC;
31,376,094 shares for J.H. Whitney VII, L.P.;
1,451,220 shares for PSA Iliad Holdings LLC;
5,211,091 shares for JHW Iliad Holdings LLC; and
546,247 shares for JHW Iliad Holdings II LLC. | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 shares for PSA Healthcare Investment Holding LLC;
0 shares for J. H. Whitney VII, L.P.;
0 shares for PSA Iliad Holdings LLC;
0 shares for JHW Iliad Holdings LLC; and
0 shares for JHW Iliad Holdings II LLC.
PSA Healthcare Investment Holding LLC, J.H. Whitney VII, L.P., PSA Iliad Holdings LLC, JHW Iliad Holdings LLC and JHW Iliad Holdings II, LLC (collectively, the "J.H. Whitney Parties") are, together with the funds and entities advised by Bain Capital Investors, LLC (the "Bain Capital Parties"), parties to a stockholders' agreement (the "Stockholders Agreement") with respect to their respective investments in the Issuer. Among other things, the Stockholders Agreement obligates the J.H. Whitney Parties and the Bain Capital Parties to vote their shares of the Issuer's common stock in favor of each other's director nominees and coordinate transfers of their respective shares of the Issuer's common stock. By virtue of the Stockholders Agreement and the obligations and rights thereunder, the Reporting Persons in this Schedule 13G and the Bain Capital Parties may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Based on available information, such a "group" would be deemed to beneficially own approximately 135,861,365 shares, which represents approximately 69.64% shares of the Issuer's common stock, calculated pursuant to Rule 13d-3. The Reporting Persons expressly disclaim beneficial ownership of, and the responses to Items 5 through 9 of the cover pages to this Schedule 13G do not reflect, any shares of the Issuer's common stock that the Reporting Persons may be deemed to beneficially own solely by reason of the Stockholders Agreement. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
No other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities owned by PSA Healthcare Investment Holding LLC, J. H. Whitney VII, L.P., PSA Iliad Holdings LLC, JHW Iliad Holdings LLC, and JHW Iliad Holdings II LLC. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
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.
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