Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

Effective as of the Closing Date, the Company repaid all amounts required to be paid to discharge the Company's existing revolving credit facility and Term Loan B facility under its Credit Agreement, dated as of March 6, 2018, as amended through the Closing Date, among Hanger, Inc., the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as agent (collectively, the "Credit Agreement"), and terminated the Credit Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

In connection with the Merger, each share of common stock of the Company, par value $0.01 per share (the "Common Stock"), issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than (i) shares of Common Stock that were held by Hanger as treasury stock or held directly by Parent or Merger Sub or any direct or indirect wholly owned subsidiary of Hanger, Parent or Merger Sub, (ii) shares of Common Stock that were held by stockholders who did not vote in favor of the adoption and approval of the Merger Agreement, including the Merger, or consented thereto in writing and who properly exercised and validly perfected appraisal rights for such shares in accordance with, and who complied with, Section 262 of the Delaware General Corporation Law and (iii) shares of Common Stock that were held by certain members of the Company's management team and that were exchanged for equity interests in an affiliate of Parent)- was automatically converted into the right to receive cash in an amount equal to $18.75 per share, without interest, subject to any required withholding of taxes (the "Merger Consideration").

Additionally, at the Effective Time:

· each option to purchase shares of Common Stock (each, a "Company Option"),


   whether vested or unvested, that was outstanding immediately prior to the
   Effective Time was cancelled and converted into the right to receive (without
   interest) an amount in cash (less applicable tax withholdings) equal to the
   product of (x) the total number of shares of Common Stock underlying the
   Company Option multiplied by (y) the excess, if any, of the Merger
   Consideration over the exercise price of such Company Option; provided that any
   such Company Option with respect to which the exercise price subject thereto
   was equal to or greater than the Merger Consideration was cancelled for no
   consideration;

· each outstanding award of Company restricted stock units, deferred restricted


   stock units or performance-based restricted stock units, in each case that at
   such time was subject solely to service-based vesting conditions (collectively,
   "Company RSUs") became fully vested and was automatically cancelled and
   converted into the right to receive (without interest) an amount in cash (less
   applicable tax withholdings) equal to (x) the total number of Shares underlying
   such award of Company RSUs, multiplied by (y) the Merger Consideration; and

· each outstanding award of Company performance-based restricted stock units that

was subject to performance-based vesting conditions ("Company PRSUs") and

outstanding immediately prior to the Effective Time became vested as to the

number of shares of Common Stock subject to such award that would have vested

based on target level achievement of all performance targets (without

application of any modifier), and was, after giving effect to such vesting,

automatically cancelled and converted into the right to receive (without

interest) an amount in cash (less applicable tax withholdings) equal to (x) the

number of vested shares of Common Stock underlying such award, multiplied by

(y) the Merger Consideration, with the unvested portion of such Company PRSUs


   cancelled for no consideration.
. . .

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


          Standard; Transfer of Listing.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On the Closing Date, the Company notified the New York Stock Exchange (the "NYSE") of the consummation of the Merger and requested that the NYSE file a notification of removal from listing and registration on Form 25 with the SEC to effect the delisting of the Common Stock from the NYSE and the deregistration of the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Following effectiveness of the Form 25, the Company intends to file with the SEC a certification and notice of termination of registration on Form 15 with respect to the Common Stock, requesting that the Common Stock be deregistered under 12(g) of the Exchange Act and that the reporting obligations of the Company with respect to the Common Stock under Sections 13(a) and 15(d) of the Exchange Act be suspended. Trading of the Common Stock on the NYSE was halted prior to the opening of trading on the Closing Date.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and under Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

At the Effective Time, each holder of shares of Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company, other than the right to receive the Merger Consideration as set forth in the Merger Agreement.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares of Common Stock that were held by Hanger as treasury stock or held directly by Parent or Merger Sub or any direct or indirect wholly owned subsidiary of Hanger, Parent or Merger Sub, (ii) shares of Common Stock that were held by stockholders who did not vote in favor of the adoption and approval of the Merger Agreement, including the Merger, or consented thereto in writing and who properly exercised and validly perfected appraisal rights for such shares in accordance with, and who complied with, Section 262 of the Delaware General Corporation Law and (iii) shares of Common Stock that were held by certain members of the Company's management team that were exchanged for equity interests in an affiliate of Parent) was cancelled and converted into the right to receive the Merger Consideration.

As a result of the consummation of the Merger, a change in control of the Company occurred, and the Company is now a wholly owned subsidiary of Parent. Parent is an affiliate of Patient Square Capital.

The aggregate consideration paid by Parent to Company stockholders in the Merger was approximately $765.1 million. The funds used by Parent to consummate the Merger came from (1) equity financing provided by Patient Square Equity Partners, LP or other funds managed by Patient Square Capital and (2) debt financing led by funds managed by Ares Capital Management, LLC.





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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

In connection with the Merger, at the Effective Time, each member of the board of directors of the Company ceased serving in such capacity. Pursuant to the terms of the Merger Agreement, at the Effective Time, the directors of Merger Sub immediately prior to the Effective Time, became the directors of the Company immediately following the Effective Time and, as a result, the following persons ceased to serve on the Company's board of directors as of the Effective Time: Asif Ahmad, Christopher B. Begley, John T. Fox, Thomas C. Freyman, Stephen E. Hare, Mark M. Jones, Cynthia L. Lucchese, Richard R. Pettingill, Kathryn M. Sullivan, and Vinit K. Asar; provided that, Vinit K. Asar was appointed as a director of the Company immediately following the Effective Time. These departures were not a result of any disagreement between the Company and any of the directors on any matter relating to the Company's operations, policies or practices. Pursuant to the Merger Agreement, at the Effective Time, the officers of the Company immediately prior to the Effective Time continued to serve as officers of the Company immediately following the Effective Time.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


          Year.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.

Pursuant to the Merger Agreement, at the Effective Time, (i) the Company's Restated Certificate of Incorporation as in effect immediately prior to the Effective Time was amended and restated in its entirety to be the certificate of incorporation of Merger Sub and (ii) the Company's Amended and Restated By-Laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be the by-laws of Merger Sub.

Copies of the Company's Third Amended and Restated Certificate of Incorporation and Second Amended and Restated By-Laws are filed as Exhibits 3.1 and 3.2, respectively, hereto and are incorporated herein by reference.




Item 8.01 Other Events.

On the Closing Date, the Company issued a press release announcing the closing of the Merger. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

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