Home collateral AVEANNA HEALTHCARE HOLDINGS, INC. : entering into a material definitive agreement, entering into an acquisition or disposal of assets, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant, financial statements and supporting documents (form 8- K)

AVEANNA HEALTHCARE HOLDINGS, INC. : entering into a material definitive agreement, entering into an acquisition or disposal of assets, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant, financial statements and supporting documents (form 8- K)

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Item 1.01 Conclusion of a Material Definitive Agreement.

At December 10, 2021 (the “Issue Date”), Aveanna Health LLC (the “Borrower”) and Aveanna Healthcare Intermediate Holdings LLC (“Holdings”, together with the Borrower, the “Loan Parties”), each of which is a wholly owned subsidiary of
Aveanna Healthcare Holdings Inc., a Delaware company (the “Company”), has entered into a second-ranking credit agreement (the “Second-ranking credit agreement”) with a syndicate of credit institutions which is party to it from time to time (the “Lenders”) , and Barclays Bank PLC, as Administrator Agent and Guarantee Agent, in respect of a term loan in the principal amount of $ 415.0 million (the “Term Loan”). The parties to the loan have entered into the second ranking credit agreement to facilitate the acquisition of Comfort care, as defined and described below in Section 2.01 of this current report on Form 8-K.

The term loan bears interest at an annual rate equal, at the option of the Company, i.e. (1) an applicable margin (equal to 6.00%) increased by a base rate determined by reference to the greater of (a ) 0.50% per annum plus the effective federal funds rate, (b) the prime rate and (c) the LIBOR rate determined by reference to the cost of funds for we deposits in dollars for an interest period of one month adjusted by certain additional charges, increased by 1.00%; or (2) an applicable margin (equal to 7.00%) plus LIBOR determined by reference to the cost of funds for we deposits in dollars for the period of interest corresponding to such borrowing adjusted for certain additional costs; provided that this rate is not lower than a floor of 0.50%.

The senior credit agreement is secured by a second lien on certain guarantees specified therein and contains other customary terms, including (1) affirmative representations, guarantees and covenants, (2) negative covenants, including debt limitations, liens, mergers, acquisitions, asset sales, distributions and prepayments of subordinated debt, in each case subject to baskets, thresholds and other exceptions, and (3) customary events of default and remedies by creditors, including that, in the event of default (as defined in the Second Lien Credit Agreement) that arises and continues, subject to any applicable creditors agreement. , lenders holding the majority of the principal amount of unpaid loans and unspent commitments may cause the administrative agent to report all unpaid loans immediately due (such as the accelerated ration of all outstanding loans being automatic in the event of Default due to certain prohibitions on termination events). In addition, the availability of certain baskets and the possibility of concluding certain transactions are subject to compliance with certain financial ratios.

The term loan matures on December 10, 2029. The Borrower may voluntarily prepay, subject to certain minimum amounts, the Term Loan at any time without premium or penalty, except that, subject to certain exceptions, any amount prepaid before the first anniversary of the date of payment. The issue is subject to a 2.00% prepayment premium rate, and any amount prepaid after the first anniversary of the issue date and before the second anniversary of the issue date is subject to a prepayment premium of 1.00%, subject to a reduced prepayment premium of 1.00% in year one and no premium in year 2 if the borrower chooses to prepay amounts in using the proceeds of certain stock offerings. The borrower must prepay part of the term loan in connection with certain sales of assets, over-indebtedness or losses. In addition, the borrower must prepay part of the term loan using a percentage of its excess cash flow, subject to meeting certain leverage ratios.

The foregoing description of the Senior Credit Agreement is only a summary and is qualified in its entirety by reference to the full text of the Senior Credit Agreement, which is filed as Exhibit 10.1 of this report. current on Form 8-K and incorporated by reference here.

Item 2.01 Completion of Acquisition or Disposal of Assets.

At December 10, 2021, the Company completed the previously announced acquisition of Comfort Care Home Health Services, LLC, a Alabama limited liability company (“Comfort Home care Health“), Palliative Care Center, LLC, a Alabama limited liability company (“Palliative care center“), Premier Medical Housecall, LLC, a
Alabama limited liability company (“Premier Medical Housecall” and, in collaboration with Comfort Home care Health and Palliative care center, “Comfort care”), as envisaged by the subscription interest purchase contract, concluded on
September 27, 2021, by the wholly owned subsidiary of the Company, Aveanna Healthcare Senior Services LLC, and the other parties thereto (the “Purchase Agreement”). Under the terms of the purchase agreement, on closing, the Company paid an aggregate consideration of $ 345.0 million in cash for all issued and outstanding equity interests in Comfort Care, subject to a customary purchase price adjustment providing for a normalized level of working capital and that Comfort Care and its subsidiaries are cash-free and debt at closing.

The foregoing description of the purchase contract is only a summary and is qualified in its entirety by reference to the full text of the purchase contract, which the company previously filed as Exhibit 2.1 of its current report on the form 8-K filed with the Security and Trade Commission to October 1, 2021.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set out in Section 1.01 of this current report on Form 8-K is incorporated by reference in this Section 2.03.

Item 9.01 Financial statements and supporting documents.

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(a) Financial statements of acquired businesses

Comfort Care financial statements required to be disclosed under this Item 9.01 will be filed by amendment of this current report on Form 8-K no later than 71 calendar days after the date on which this current report on Form 8-K is due. deposit.

(b) Pro forma financial information

Pro forma financial information relating to the Comfort Care acquisition that is required to be disclosed under this Section 9.01 will be filed by amendment of this current report on Form 8-K no later than 71 calendar days after the date on which this current report On Form 8-LK must be filed.



(c) Not applicable.



(d) Exhibits



Exhibit
Number                                  Description

 10.1       Second Lien Credit Agreement, dated December 10, 2021, by and among
          Aveanna Healthcare Intermediate Holdings LLC, Aveanna Healthcare LLC,
          the several lenders from time to time parties thereto, Barclays Bank PLC
          as the Administrative agent and Collateral agent, and Barclays Bank PLC,
          BMO Capital Markets Corp., JPMorgan Chase Bank, N.A., Royal Bank of
          Canada, Credit Suisse Loan Funding LLC, Goldman Sachs Banks USA, Bank of
          America, N.A., Deutsche Bank Securities Inc. and Jefferies Finance LLC,
          as the Joint Lead Arrangers and Bookrunners.

  104     Cover Page Interactive Data File (formatted as Inline XBRL)





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