8-K

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): April 01, 2025

   

Aveanna Healthcare Holdings Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40362	81-4717209
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 Interstate North Parkway SE
Atlanta, Georgia		30339
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: 770 441-1580

   

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	AVAH	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 8.01 of this Current Report on Form 8-K is incorporated in this Item 3.02 by reference. The shares of Common Stock to be issued as consideration in the Mergers will be issued in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(a)(2) of the Securities Act.

Item 8.01 Other Events.

On April 1, 2025, Aveanna Healthcare Holdings Inc., a Delaware corporation (the “Company”), Pediatric Services of America, LLC, a Georgia limited liability company (the “Purchaser” together with the Company, the “Purchaser Parties”), Aveanna Merger Sub, LLC, a Delaware limited liability company and wholly-owned Subsidiary of the Purchaser (the “Company Merger Sub”), Aveanna Blocker Merger Sub, Inc., a Delaware corporation and wholly-owned Subsidiary of the Purchaser (the "Blocker Merger Sub"), Thrive Skilled Pediatric Care, LLC, a Delaware limited liability company (“Thrive”), SP GE IX-B Thrive Blocker Corp., a Delaware corporation ("Blocker"), and Shareholder Representative Services LLC, a Colorado limited liability company (the “Equityholders’ Representative”), entered into an Agreement and Plan of Merger (the "Agreement").

Pursuant to the Agreement, the Company Merger Sub will merge with and into Thrive (the "Company Merger") and the Blocker Merger Sub will merge with and into the Blocker (the "Blocker Merger" and together with the Company Merger, the "Mergers") subject to the terms and conditions set forth in the Agreement. Upon completion of the Mergers, Thrive and Blocker will continue as the surviving companies and as wholly-owned subsidiaries of the Purchaser. The Company will pay approximately $75.0 million, primarily in the form of shares of Common Stock of the Company, as consideration for the Mergers, subject to customary purchase price adjustments.

On April 3, 2025, the Company issued a press release (the “Press Release”) announcing the entry into the Agreement. A copy of the Press Release is filed as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description
99.1		Press Release dated April 3, 2025 announcing the Merger Agreement between Aveanna Healthcare Holdings, Inc., Thrive Skilled Pediatric Care, LLC, and others.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.


			AVEANNA HEALTHCARE HOLDINGS INC.

Date:	April 3, 2025	By:	/s/ Jeff Shaner
			Jeff Shaner Chief Executive Officer (Principal Executive Officer)

Aveanna Healthcare Holdings Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits