Item 1.01 Entry into a Material Definitive Agreement.
On
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
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.
(d) Exhibits Exhibit Number Description 2.1* Membership Interest Purchase Agreement, datedSeptember 27, 2021 , by and amongAveanna Healthcare Senior Services LLC ,Comfort Care Home Health Services, LLC ,Comfort Care Hospice, L.L.C. ,Premier Medical Housecall, LLC and the other parties thereto. 104 Cover Page Interactive Data File (formatted as Inline XBRL)
* 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
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