The Pennant Group Inc.

10/02/2025 | Press release | Distributed by Public on 10/02/2025 04:02

Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.
On October 1, 2025, The Pennant Group, Inc. (the "Company"), as a guarantor, its wholly-owned subsidiaries, Cornerstone Healthcare, Inc. ("Entity Buyer") and Tensaw River Healthcare LLC ("Asset Buyer"), and UnitedHealth Group Incorporated ("UnitedHealth"), Amedisys, Inc. ("Amedisys") and certain other sellers (collectively with UnitedHealth and Amedisys, the "Sellers"), entered into a First Amendment (the "Amendment") to that certain Purchase Agreement dated April 30, 2025 (the "Original Purchase Agreement"), by and among the Company, Entity Buyer and Asset Buyer, and UnitedHealth, Amedisys and the other sellers identified therein.
Pursuant to the Original Purchase Agreement, Entity Buyer agreed to acquire certain equity interests in, and Asset Buyer agreed to acquire 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 "Original Transaction").
Pursuant to the Amendment, Entity Buyer agreed to acquire from the Sellers equity interests in certain entities, and Asset Buyers agreed to acquire from the Sellers certain assets, in addition to those included in the Original Transaction. In addition, Asset Buyer assigned its rights to receive certain assets to Threemile River Healthcare LLC, a wholly-owned subsidiary of the Company, and Equity Buyer assigned its rights to receive certain assets to Bashaw River Healthcare LLC, a wholly-owned subsidiary of the Company. The purchase price has been increased from $102,484,000 as provided in the Original Purchase Agreement to $146,531,160 to account for the additional assets and entities being acquired.
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