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Accendra Health (NYSE: ACH) completes high-participation debt exchange

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Accendra Health, Inc. reports the expiration and final results of its exchange offers for its 4.500% Senior Notes due 2029 and 6.625% Senior Notes due 2030. Eligible holders tendered approximately $478.3 million of 2029 Notes and $548.0 million of 2030 Notes, representing about 99.9% and 99.2% of the amounts outstanding at launch. After cancellation of exchanged notes, $338,000 of 2029 Notes and $4,170,000 of 2030 Notes remained outstanding. In connection with the exchanges and a new money issuance, the company issued $213.0 million of First Lien Notes and $698.1 million of Second Lien Notes for existing notes, plus $326.25 million of new money First Lien Notes, for a total of $539.25 million First Lien Notes.

Positive

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Negative

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Insights

Accendra nearly fully exchanges existing notes, issuing new first- and second-lien debt plus significant new money.

Accendra Health completed high-participation exchange offers for its 4.500% 2029 Notes and 6.625% 2030 Notes. Holders tendered about 99.9% of 2029 principal and 99.2% of 2030 principal, leaving only $338,000 and $4,170,000 of those series outstanding.

In return, the company issued $213.0 million of First Lien Notes and $698.1 million of Second Lien Notes for tendered debt, and raised $326.25 million of additional First Lien Notes for cash, totaling $539.25 million First Lien Notes. These instruments are governed by existing indentures and were offered only to eligible institutional and non‑U.S. holders.

This transaction significantly reshapes the company’s debt mix across first- and second-lien tranches while adding new money capital. Future company filings may describe how this structure interacts with ongoing operations and any related covenants.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
2029 Notes tendered $478.3 million aggregate principal 4.500% Senior Notes due 2029 tendered, about 99.9% of launch amount
2030 Notes tendered $548.0 million aggregate principal 6.625% Senior Notes due 2030 tendered, about 99.2% of launch amount
2029 Notes remaining $338,000 aggregate principal 4.500% Senior Notes due 2029 outstanding after cancellation
2030 Notes remaining $4,170,000 aggregate principal 6.625% Senior Notes due 2030 outstanding after cancellation
First Lien Notes (exchange) $213.0 million aggregate principal Issued in connection with exchange of existing notes
Second Lien Notes (exchange) $698.1 million aggregate principal Issued in connection with exchange of existing notes
First Lien Notes new money $326.25 million aggregate principal First Lien Notes issued for cash in New Money Notes Issuance
Total First Lien Notes $539.25 million aggregate principal Sum of exchange and new money First Lien Notes
Exchange Offers financial
"announced the expiration and final results of the previously announced offers to exchange (the “Exchange Offers”)"
An exchange offer is a proposal by a company to swap its existing financial instruments, like bonds or debt, for new ones, often with different terms or maturity dates. For investors, it provides a chance to adjust their holdings, often aiming for better returns or more favorable conditions, while helping the company manage its finances more effectively.
First Lien Notes financial
"the Company issued or expects to issue a total of: (i) $213.0 million in aggregate principal amount of First Lien Notes"
First lien notes are debt securities backed by specific assets that give their holders the top legal claim on those assets if the borrower can’t pay—think of them like a primary mortgage on a property: whoever holds the first lien gets paid off first from the sale. They matter to investors because that priority reduces the risk of losing principal compared with unsecured or lower-priority debt, usually meaning more protection but typically a lower yield.
Second Lien Notes financial
"and (ii) $698.1 million in aggregate principal amount of Second Lien Notes, in exchange for the validly tendered"
Second lien notes are loans or bonds that are backed by a company’s assets but sit behind first-lien debt in the pecking order for repayment; think of them like a second mortgage on a house. They matter to investors because they typically pay higher interest to compensate for the greater risk of getting paid only after first-lien creditors in a default, so they balance higher return potential against lower recovery chances.
Offering Memorandum financial
"conditions set forth in the confidential offering memorandum and consent solicitation statement, dated May 22, 2026 (the “Offering Memorandum”)"
A written document that describes the details of a private securities sale, including the investment terms, company background, financial information and the risks involved. Investors use it like a product brochure or car manual to compare offerings and understand what they're buying, how the money will be used and what could go wrong, which helps inform their decision and provides disclosure for legal protection.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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Learn about SEC filing dates
0000075252 false 0000075252 2026-06-23 2026-06-23
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 23, 2026

 

 

Accendra Health, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Virginia   001-09810   54-1701843
(State or other jurisdiction of
incorporation or organization)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

4435 Waterfront Drive, Suite 300,  
Glen Allen, Virginia   23060
(Address of principal executive offices)   (Zip Code)

 

Post Office Box 27626,  
Richmond, Virginia   23261-7626
(Mailing address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (804) 277-4304

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $2 par value per share   ACH   New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Explanatory Note

Expiration and Final Settlement of the Exchange Offers

On June 23, 2026, Accendra Health, Inc. (the “Company”) announced the expiration and final results of its previously announced offers to exchange (the “Exchange Offers”) and consent solicitations (the “Consent Solicitations”) for any and all of the Company’s outstanding 4.500% Senior Notes due 2029 (the “2029 Notes”) and 6.625% Senior Notes due 2030 (the “2030 Notes” and, together with the 2029 Notes, the “Existing Notes”).

As of 5:00 P.M., New York City time, on June 23, 2026 (the “Expiration Time”), the Company received from eligible holders valid and unwithdrawn tenders and related consents, as reported by Epiq Corporate Restructuring, LLC (the “Exchange Agent”) representing approximately $478.3 million and $548.0 million in aggregate principal amount of 2029 Notes and 2030 Notes, respectively, or approximately 99.9% and 99.2% of the aggregate principal amount of 2029 Notes and 2030 Notes outstanding at the launch of the Exchange Offers, respectively.

The Existing Notes tendered since the early exchange time of 5:00 P.M., New York City time, on June 9, 2026 were subsequently accepted and cancelled on June 25, 2026. Following such cancellation, $338,000 in aggregate principal amount of the 2029 Notes and $4,170,000 in aggregate principal amount of the 2030 Notes remained outstanding.

In connection with the Exchange Offers, the Company issued a total of: (i) $213.0 million in aggregate principal amount of First Lien Notes and (ii) $698.1 million in aggregate principal amount of Second Lien Notes, in exchange for the validly tendered and accepted Existing Notes, and the Company issued $326.25 million in aggregate principal amount of First Lien Notes for new money, for a total of $539.25 million First Lien Notes. The additional Second Lien Notes issued on June 25, 2026, at the final settlement of the Exchange Offers, were issued pursuant to the Indenture, dated June 15, 2026, by and among the Company, the guarantors named therein and Regions Bank, as trustee and as collateral agent (the “Second Lien Indenture”) and form a part of the same series as the Second Lien Notes issued pursuant to the Second Lien Indenture on June 15, 2026.

Item 8.01. Other Events.

On June 23, 2026, the Company issued a press release announcing the expiration and final results of the Exchange Offers and Consent Solicitations, which is filed hereto as Exhibit 99.1 and incorporated by reference herein. The information set forth in the Explanatory Note regarding the final settlement of the Exchange Offers is incorporated into this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

   Description
99.1    Press Release dated June 23, 2026.
104    Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      ACCENDRA HEALTH, INC.
     

/s/ Jonathan A. Leon

June 25, 2026       Jonathan A. Leon
      Executive Vice President and Chief Financial Officer

Exhibit 99.1

Accendra Health Announces Expiration and Final Results of Offers and Consent Solicitations

RICHMOND, VA – June 23, 2026 – Accendra Health, Inc. (NYSE: ACH) (the “Company”) today announced the expiration and final results of the previously announced offers to exchange (the “Exchange Offers”) any and all of the Company’s outstanding 4.500% Senior Notes due 2029 (the “2029 Notes”) and 6.625% Senior Notes due 2030 (the “2030 Notes” and, together with the 2029 Notes, the “Existing Notes”).

As of 5:00 P.M., New York City time, on June 23, 2026 (the “Expiration Time”), the Company received from Eligible Holders valid and unwithdrawn tenders and related Consents (as defined below), as reported by Epiq Corporate Restructuring, LLC (the “Exchange Agent” and “Information Agent”), representing approximately $478.3 million and $548.0 million in aggregate principal amount of 2029 Notes and 2030 Notes, respectively, or approximately 99.9% and 99.2% of the aggregate principal amount of 2029 Notes and 2030 Notes outstanding at the launch of the Exchange Offers, respectively.

The Company’s obligation to accept for exchange Existing Notes validly tendered (and not validly withdrawn) pursuant to the Exchange Offers is subject to the satisfaction or, if permitted, waiver of, certain conditions set forth in the confidential offering memorandum and consent solicitation statement, dated May 22, 2026 (the “Offering Memorandum”). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to such terms in the Offering Memorandum.

In connection with the Exchange Offers, the Company issued or expects to issue a total of: (i) $213.0 million in aggregate principal amount of First Lien Notes and (ii) $698.1 million in aggregate principal amount of Second Lien Notes, in exchange for the validly tendered and accepted Existing Notes, and issued $326.25 million in aggregate principal amount of First Lien Notes in the New Money Notes Issuance, for a total of $539.25 million First Lien Notes.

The offering of the New Notes has not been registered with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), or any state or foreign securities laws. The Exchange Offers were only made to holders of Existing Notes that are (a) reasonably believed to be qualified institutional buyers in reliance on Rule 144A promulgated under the Securities Act or (b) non-U.S. persons, in transactions outside the United States, in reliance on Regulation S under the Securities Act (such holders, the “Eligible Holders”).

Epiq Corporate Restructuring, LLC has been appointed as the Exchange Agent and the Information Agent for the Offers and Consent Solicitations. Questions concerning the Offers and the Consent Solicitations may be directed to the Exchange Agent and Information Agent, in accordance with the contact details shown on the back cover of the Offering Memorandum.

Ducera Securities LLC has been engaged to act as our financial advisor for the Offers and Consent Solicitations.

 


No Offer or Solicitation

This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Offers and Consent Solicitations, or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this press release is not an offer of securities for sale into the United States. The New Notes offered in the Offers have not been registered under the Securities Act or any state securities laws, and unless so registered, New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

About Accendra Health

Accendra Health, Inc. (NYSE: ACH) is a leading nationwide provider of products, technology and services that support health beyond the hospital for millions of people each year. We connect patients, providers, and insurers, delivering innovative solutions that help promote better health outcomes and improve quality of life for people living with chronic, complex health conditions. Backed by the industry-leading expertise of our Apria and Byram brands, Accendra Health is reimagining the future of home-based care.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding our expectations regarding the Offers and Consent Solicitations, the future performance and financial results of the Company’s business and other non-historical statements. Some of these statements can be identified by terms and phrases such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “predicts,” “intends,” “trends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. The Company cautions readers of this communication that such “forward-looking statements,” wherever they occur in this communication or in other statements attributable to the Company, are necessarily estimates reflecting the judgment of the Company’s senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the “forward-looking statements.”

Factors that could cause the Company’s actual outcomes or results to differ materially from those described in the forward-looking statements can be found in the “Risk Factors” sections of our most recent Annual Report on Form 10-K for the period ended December 31, 2025, as such factors may be further updated from time to time in the Company’s other filings with the SEC. These reports are or will be accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Current Report on Form 8-K and in the Company’s filings with the SEC. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

 

2


CONTACT:

Investors

Will Parrish

Vice President, Strategy, Corporate Development, & Investor Relations

Investor.Relations@accendra.com

ACH-CORP

ACH-IR

SOURCE: Accendra Health, Inc.

 

3

FAQ

What did Accendra Health (ACH) announce in this 8-K filing?

Accendra Health announced the expiration and final results of its exchange offers for 4.500% 2029 Notes and 6.625% 2030 Notes, reporting very high participation and the issuance of new first-lien and second-lien notes plus additional first-lien notes for cash.

How many Accendra Health 2029 and 2030 notes were tendered in the exchange offers?

Eligible holders tendered approximately $478.3 million of 4.500% Senior Notes due 2029 and $548.0 million of 6.625% Senior Notes due 2030, representing about 99.9% and 99.2% of the aggregate principal amounts outstanding at the launch of the exchange offers, respectively.

How much Accendra Health debt remains outstanding after the exchange offers?

After accepting and cancelling exchanged securities, $338,000 in aggregate principal amount of 4.500% Senior Notes due 2029 and $4,170,000 in aggregate principal amount of 6.625% Senior Notes due 2030 remained outstanding, indicating that only a small fraction of each original series is still in place.

What new first-lien and second-lien notes did Accendra Health issue?

Accendra Health issued $213.0 million of First Lien Notes and $698.1 million of Second Lien Notes in exchange for existing notes. It also issued $326.25 million of additional First Lien Notes for cash, resulting in a total of $539.25 million First Lien Notes outstanding from these transactions.

Were Accendra Health’s new notes registered with the SEC?

The company stated that the new notes offered in the exchange have not been registered under the Securities Act or state securities laws, and may only be offered or sold pursuant to applicable exemptions, including Rule 144A for qualified institutional buyers and Regulation S for certain non‑U.S. persons.

Filing Exhibits & Attachments

4 documents