AVEANNA HEALTHCARE HOLDINGS, INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

Published: 2021-10-01 13:05:05 ET AVAH

Item 1.01 Entry into a Material Definitive Agreement.

On September 27, 2021, Aveanna Healthcare Senior Services LLC, a Delaware limited liability company ("Buyer") and indirect wholly owned subsidiary of Aveanna Healthcare Holdings, Inc., a Delaware corporation ("Aveanna"), entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with Comfort Care Home Health Services, LLC, an Alabama limited liability company ("Comfort Care Home Health"), Comfort Care Hospice, L.L.C., an Alabama limited liability company ("Comfort Care Hospice"), Premier Medical Housecall, LLC, an Alabama limited liability company ("Premier Medical Housecall," and together with Comfort Care Home Health and Comfort Care Hospice, the "Companies"), certain of the Companies' respective subsidiaries, the sellers party thereto ("Sellers") and Sellers' representative.

Pursuant to the Purchase Agreement, at the closing of the transactions contemplated thereby (the "Closing"), Buyer will purchase from Sellers, and Sellers will sell to Buyer, all of the issued and outstanding membership interests in each of the Companies (the "Membership Interests" and consummation of such purchase and sale at Closing, the "Transaction"). At Closing, Buyer will pay to Sellers aggregate consideration of $345.0 million in cash for the Membership Interests, subject to a customary purchase price adjustment mechanism providing for a normalized level of working capital and that the Companies, together with their respective subsidiaries, be free of cash and debt at Closing.

Consummation of the Transaction is subject to customary conditions, including the absence of legal restraints and the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Clearance"). Each party's obligation to consummate the Transaction is also subject to the accuracy of the representations and warranties of the other parties (subject to certain exceptions) and the performance in all material respects of the other parties' respective covenants under the Purchase Agreement. Consummation of the Transaction is not subject to a financing condition.

The Purchase Agreement contains certain customary termination rights for both Buyer, on the one hand, and Sellers, on the other hand.

The foregoing description of the Purchase Agreement is only a summary and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.

The Purchase Agreement is filed with this Current Report on Form 8-K to provide security holders with information regarding its terms. It is not intended to provide any other factual information about Aveanna, Buyer, Seller, the Companies or any of the other parties to the Purchase Agreement. The representations, warranties and covenants contained in the Purchase Agreement were made solely for purposes of such agreement and as of specific dates, are solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Aveanna, Buyer, Seller, the Companies or any of the other parties to the Purchase Agreement. Moreover, information concerning the

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subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in Aveanna's public disclosures, except to the extent required by law.

Item 9.01 Financial Statements and Exhibits.

* Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar attachments

to this exhibit have been omitted because they do not contain information

material to an investment or voting decision and such information is not

otherwise disclosed in such exhibit. The Aveanna will supplementally provide a

copy of any omitted schedule or similar attachment to the U.S. Securities and

Exchange Commission or its staff upon request.

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