The Pennant Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement
$PNTG
Medical/Nursing Services
Health Care
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): May 1, 2025 (April 30, 2025)
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Item 1.01. Entry into a Material Definitive Agreement.
On April 30, 2025, The Pennant Group, Inc. (the “Company”), through its wholly-owned subsidiaries, Cornerstone Healthcare, Inc. (“Entity Buyer”) and Tensaw River Healthcare LLC (“Asset Buyer”), entered into a Purchase Agreement (the “Purchase Agreement”) with UnitedHealth Group Incorporated (“UnitedHealth”), Amedisys, Inc. (“Amedisys”) and certain other sellers (collectively, the “Sellers”). Pursuant to the Purchase Agreement, Entity Buyer will acquire from the Sellers certain equity interests in, and Asset Buyer will acquire from the Sellers certain assets of, certain subsidiaries of UnitedHealth and Amedisys related to the business of providing home health, hospice, or palliative care services through certain providers (the “Transaction”). The Purchase Agreement contains customary representations, warranties, covenants, conditions to closing (including regulatory approvals under any antitrust law or any healthcare law for the Transaction and approval of a proposed merger of Amedisys with UnitedHealth pursuant to a previously disclosed merger agreement), and indemnification obligations of the parties.
The purchase price for the Transaction is $102,484,000, subject to pre-closing adjustments and post-closing adjustments as set forth in the Purchase Agreement, to be paid with cash. Except for the Transaction, there are no material relationships between the Company, its affiliates, and the Sellers.
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.
| Dated: May 1, 2025 | THE PENNANT GROUP, INC. | |||||||||||||
| By: | /s/ BRENT J. GUERISOLI | |||||||||||||
| Brent J. Guerisoli | ||||||||||||||
| Chief Executive Officer | ||||||||||||||