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Accendra Health Announces Offers and Consent Solicitations

ACH
  • Accendra Health, Inc. announced an offer to exchange its outstanding 4.500% Senior Notes due 2029 (2029 Notes) & 6.625% Senior Notes due 2030 (2030 Notes) for newly issued 9.000% Senior Secured First Lien Notes due 2032 & 9.750% Senior Secured Second Lien Notes due 2033.
  • Eligible holders of 2029 Notes participating in the $326.25 million New Money Notes Issuance may exchange their notes for First Lien Notes & Second Lien Notes, while non-participating 2029 holders & all 2030 holders may exchange for Second Lien Notes only.
  • The company is soliciting consents from existing note holders to amend indentures by eliminating most affirmative & negative covenants, modifying merger provisions, & altering defeasance terms.
  • A Commitment Agreement dated May 11, 2026, secures commitments from certain holders & lenders to tender approximately all 2029 Notes & 83% of 2030 Notes, with Backstop Parties agreeing to purchase up to $326.25 million of First Lien Notes at par for a 3.5% cash premium.
  • The Exchange Offers & Consent Solicitations expire at 5:00 P.M. New York City time on June 22, 2026, unless extended, with an Early Exchange Time of June 9, 2026, & a Funding Date of June 10, 2026.
  • Early Exchange Consideration for 2029 Notes includes $298 of First Lien Notes & $596 of Second Lien Notes per $1,000 tendered for New Money Participants, whereas Backstop Participants & Other Eligible Participants receive varying First Lien & Second Lien combinations or $855 of Second Lien Notes respectively.
  • Late Exchange Consideration for 2029 Notes is $835 of Second Lien Notes per $1,000 tendered, while 2030 Notes holders receive $865 or $845 of Second Lien Notes depending on the timing of their tender.
  • All existing notes must be tendered in full via DTC's ATOP program in minimum increments of $2,000, with rounding down applied to any fractional principal amounts resulting in no cash payment in lieu of the difference.
  • The transaction is subject to conditions including receipt of consents from a majority in principal amount of each series of existing notes & satisfaction of general conditions outlined in the Offering Memorandum.
  • The new notes are unregistered securities offered only to qualified institutional buyers under Rule 144A or non-U.S. persons under Regulation S, with no letter of transmittal required for participation.