Item 8.01 Other Events.
On November 30, 2021, Aveanna Healthcare Holdings Inc. (the "Company") closed
its previously reported acquisition of Dunn & Berger, Inc. d/b/a Accredited
Nursing Services, a California corporation ("Accredited"), as contemplated by
the Stock Purchase Agreement entered into on November 14, 2021 by the Company's
wholly owned subsidiary, Aveanna Healthcare, LLC, and the other parties thereto
(the "Purchase Agreement"). Pursuant to the Purchase Agreement, at closing, the
Company paid aggregate consideration of (i) $180.0 million in cash; plus (ii)
$45.0 million in cash that will be held in escrow (the "Escrowed Purchase
Price"), pending final reconciliation, in accordance with the terms of the
Purchase Agreement, of Accredited's volumes for September, October, and November
of 2021. The purchase price payable is additionally subject to a customary
purchase price adjustment providing for a normalized level of working capital
and that Accredited, together with its subsidiaries, be free of cash and debt at
closing.
The foregoing description of the Purchase Agreement is only a summary and is
qualified in its entirety by reference to the complete text of the Purchase
Agreement, which the Company previously filed as Exhibit 2.2 to its Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on
November 15, 2021.
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