AIP takes Avanos Medical (NYSE: AVNS) private in $1.272B cash deal
Rhea-AI Filing Summary
Avanos Medical, Inc. completed its sale to affiliates of American Industrial Partners on July 27, 2026. A-AV MergerSub, Inc. merged into Avanos, which now operates as a wholly owned subsidiary of A-AV Holdco I, Inc. Each share of common stock outstanding immediately before the effective time was canceled and converted into the right to receive $25.00 in cash per share, excluding treasury, subsidiary and duly perfected appraisal shares. The aggregate cash paid to stockholders was approximately $1,200 million, and a related press release values the transaction at approximately $1.272 billion. Funding came from equity contributions to the parent and debt financing under a new Credit Agreement.
The new Credit Agreement provides an initial term loan facility of $675.0 million, delayed draw term loan commitments of $100.0 million, and a $100.0 million priority revolving credit facility, all maturing on July 27, 2033, with interest based on a base rate or term SOFR plus leverage-based margins. The obligations are guaranteed by certain subsidiaries and secured by substantially all assets, and the prior 2022 JPMorgan credit facility was repaid and terminated. Avanos requested NYSE delisting, trading in AVNS was suspended on July 27, 2026, and the company plans to file Form 25 followed by Form 15 to end Exchange Act registration and reporting. All pre-merger directors and officers departed, with David C. Pacitti named President and CEO, Scott M. Galovan CFO and Treasurer, and John S. Fischer General Counsel and Secretary. Outstanding RSU and option awards were canceled and cashed out based on the $25.00 merger price, subject to their terms.
Positive
- None.
Negative
- None.
Filing Explained
The merger is complete: Avanos is a wholly owned subsidiary and former common stockholders retain only cash-payment rights. The filing says the
8-K Event Classification
11 items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01
11 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.01
Changes in Control of Registrant
Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Merger consideration per share: $25.00 cash per share
Aggregate merger consideration: approximately $1,200 million
Transaction value: approximately $1.272 billion
+5 more
8 metrics
Merger consideration per share
$25.00 cash per share
Cash paid for each share of common stock at the effective time of the merger
Aggregate merger consideration
approximately $1,200 million
Total merger consideration paid to Avanos stockholders
Transaction value
approximately $1.272 billion
Value of the Avanos acquisition reported in the joint press release
Initial term loan facility
$675.0 million
Aggregate principal amount of Initial Term Loans under the new Credit Agreement
Delayed draw term loan commitments
$100.0 million
Aggregate principal amount of DDTL Commitments available for 24 months after closing
Revolving credit facility
$100.0 million
Initial aggregate amount of the priority revolving credit facility
Loan maturity date
July 27, 2033
Maturity date for the Loans under the Credit Agreement
SOFR margin on Initial Term Loans
4.75%–5.25% per annum
Applicable margin over term SOFR based on Consolidated First Lien Net Leverage Ratio
Key Terms
Secured Overnight Financing Rate, Delayed draw term loan commitments, Consolidated First Lien Net Leverage Ratio, Form 25, +1 more
5 terms
Secured Overnight Financing Rate financial
"For borrowings that bear interest based on a term Secured Overnight Financing Rate"
A secured overnight financing rate (SOFR) is a daily benchmark interest rate that reflects the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Think of it as the market price to “rent” cash for a day with a very safe pledge, similar to paying a short-term rental fee for money backed by government bonds. Investors track SOFR because it underpins pricing for loans, bonds and derivatives, so movements change borrowing costs, interest income and the valuation of interest-rate–linked positions.
Delayed draw term loan commitments financial
"The Credit Agreement provides for delayed draw term loan commitments in an aggregate principal amount"
Consolidated First Lien Net Leverage Ratio financial
"an applicable margin calculated with respect to the Consolidated First Lien Net Leverage Ratio"
A consolidated first lien net leverage ratio measures how much high-priority secured debt a company (including its subsidiaries) carries after subtracting available cash, compared with its annual operating cash flow. Think of it like the remaining balance on the most important mortgage divided by a homeowner’s yearly income: a higher number means heavier debt burden and greater risk to lenders and investors, while a lower number signals more room to borrow and safer credit standing.
Form 25 regulatory
"requested that the NYSE file with the SEC a notification of removal from listing and registration on Form 25"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
Form 15 regulatory
"the Company intends to file a certification on Form 15 with the SEC to deregister all shares"
A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What happened to Avanos Medical (AVNS) in the American Industrial Partners transaction?
Affiliates of American Industrial Partners acquired Avanos Medical through a merger on July 27, 2026. Avanos became a wholly owned subsidiary of A-AV Holdco I, Inc. and is transitioning from a public to a private company structure.
What is the total value of the Avanos Medical (AVNS) acquisition by American Industrial Partners?
The company reports aggregate merger consideration to stockholders of approximately $1,200 million, and a joint press release states the transaction is valued at approximately $1.272 billion. Funding combines equity contributions to the parent with new debt under a Credit Agreement.
What new debt facilities did Avanos Medical (AVNS) put in place for the buyout?
Under a new Credit Agreement, Avanos and affiliates obtained an $675.0 million initial term loan, $100.0 million in delayed draw term loan commitments, and a $100.0 million priority revolving credit facility, all maturing on July 27, 2033, with leverage-based interest margins.
How were Avanos Medical (AVNS) employee equity awards treated in the merger?
At or immediately before closing, all time-based RSUs, performance-based RSUs and stock options were canceled. Holders receive cash based on the $25.00 merger price and applicable performance or exercise-price formulas; underwater options receive no consideration.
What leadership changes occurred at Avanos Medical (AVNS) after the acquisition?
All pre-merger directors and officers left their roles at the effective time. Immediately afterward, David C. Pacitti became President and CEO, Scott M. Galovan became Vice President, CFO and Treasurer, and John S. Fischer was appointed General Counsel and Secretary.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: July 27, 2026
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||
| (Address of principal executive offices) | (Zip code) | |||||||||||||||||||
Registrant’s telephone number, including area code: (844 ) 428-2667
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:
| 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
Introductory Note
On July 27, 2026 (the “Closing Date”), Avanos Medical, Inc., a Delaware corporation (“Avanos” or the “Company”), A-AV Holdco I, Inc., a Delaware corporation (“Parent”), and A-AV MergerSub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), completed the transactions contemplated by that certain Agreement and Plan of Merger, dated as of April 13, 2026 (the “Merger Agreement”), by and among Avanos, Parent and Merger Subsidiary. Parent and Merger Subsidiary are affiliated with American Industrial Partners, an operationally-oriented industrials investor. Pursuant to the Merger Agreement, among other things, Merger Subsidiary merged with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Parent (the “Surviving Corporation”). Capitalized terms used and not otherwise defined herein have the meaning set forth in the Merger Agreement.
Item 1.01 Entry into a Material Definitive Agreement
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 1.01.
On the Closing Date, Merger Subsidiary, as initial borrower, entered into a Credit Agreement (the “Credit Agreement”), with A-AV Acquireco, Inc., a Delaware corporation, as a borrower (“A-AV Acquireco Borrower” and together with the Company, the “Borrowers” and each, a “Borrower”), A-AV Intermediateco, LP, a Delaware limited partnership (“Holdings”), the guarantors from time to time party thereto (collectively, the “Guarantors”), Golub Capital Markets LLC, as term loan administrative agent and collateral agent, Ally Bank, as revolving administrative agent, swingline lender and an L/C issuer, and each lender from time to time party thereto (the “Lenders”). Immediately after the effectiveness of the Credit Agreement and the consummation of the Merger, the Company succeeded to the rights and obligations of the Merger Subsidiary under the Credit Agreement and other Loan Documents (as defined in the Credit Agreement). The obligations under the Credit Agreement are guaranteed by Holdings and certain of the Company’s subsidiaries and are secured by substantially all of the assets of the Borrowers and the Guarantors. The Credit Agreement provides for (i) an initial term loan facility in an aggregate principal amount of $675.0 million (the “Initial Term Loans”), (ii) delayed draw term loan commitments in an aggregate principal amount of $100.0 million (the “DDTL Commitments”) and (iii) a priority revolving credit facility in an initial aggregate principal amount of $100.0 million (the “Revolving Loans” and, together with the Initial Term Loans, the “Loans”).
The Credit Agreement provides that the Borrowers have the right at any time and from time to time to incur one or more incremental revolving commitments and/or incremental term loans, subject to certain customary conditions and other requirements. The Lenders under the Credit Agreement are not obligated to provide any such incremental loans or commitments. The Initial Term Loans were borrowed on the Closing Date. The Loans mature on July 27, 2033. The DDTL Commitments are available for a period of 24 months after the Closing Date.
At the Borrower Representative’s option, and subject to certain conditions, the Initial Term Loans bear interest at a base rate or a term Secured Overnight Financing Rate (“SOFR”) rate plus, in each case, an applicable margin calculated with respect to the Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement). For borrowings that bear interest based on a term SOFR rate, the applicable margin for Initial Term Loans is a per annum amount equal to an amount between 4.75% and 5.25%. The Revolving Loans bear interest at a base rate plus 2.50% or a term SOFR rate plus 3.50%. The Borrowers are also required to pay a commitment fee with respect to unused available commitments under the priority revolving credit facility in a per annum amount, determined by the Consolidated First Lien Net Leverage Ratio, equal to an amount between 0.375% and 0.50%. The Borrowers are also required to pay a commitment fee on the undrawn DDTL Commitments equal to 1.00% per annum. The Borrowers are also obligated to pay the Term Loan Administrative Agent, the Revolving Administrative Agent and the Lenders other fees and premiums customary for credit facilities of this size and type. The Credit Agreement contains customary mandatory prepayments, affirmative and negative covenants, conditions to borrowing and events of default.
The foregoing description of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement
Concurrently with the closing of the Merger on the Closing Date, and in connection with the entry into the Credit Agreement, the Company repaid all loans and terminated all credit commitments outstanding under that certain Credit Agreement, dated as of June 24, 2022, by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, as amended by the First Amendment to Credit Agreement, dated June 26, 2024.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth in the Introductory Note and in Items 1.01. 5.01, 5.02, and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
At the effective time of the Merger (the “Effective Time”), each share of the Company’s common stock, par value $0.01 per share (“Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) shares of Common Stock held by Avanos as treasury stock or owned by any subsidiary of Avanos or by Parent or any subsidiary of Parent immediately prior to the Effective Time and (ii) shares of Common Stock held by a holder who is entitled to demand and properly demands appraisal of such shares in accordance with Section 262 of the Delaware General Corporation Law) was automatically canceled and converted into the right to receive $25.00 per share in cash, without interest (the “Merger Consideration”). Any shares of Common Stock held by Avanos as treasury stock or owned by any subsidiary of Avanos or by Parent or any subsidiary of Parent immediately prior to the Effective Time were canceled, and no payment was made with respect to such shares.
In addition, pursuant to the Merger Agreement, at or immediately prior to the Effective Time:
•each then outstanding award of Avanos’ restricted stock units subject to only time-based vesting (each, a “Company TRSU Award”), whether or not vested, and whether settleable in shares of Common Stock or cash, was canceled, and Avanos paid or will promptly pay each such holder, an amount in cash determined by multiplying: (i) the Merger Consideration per share of Common Stock by (ii) the number of shares of Common Stock such holder would have been entitled to receive if such Company TRSU Award had vested in full;
•each then outstanding award of Avanos’ restricted stock units subject to performance-based vesting (each a “Company PRSU Award”), whether or not vested, and whether settleable in shares of Common Stock or cash, was canceled, and Avanos paid or will promptly pay each such holder an amount in cash determined by multiplying (i) the Merger Consideration per share of Common Stock by (ii) the number of shares of Common Stock such holder would have been entitled to receive if such Company PRSU Award had vested based on (A) actual performance against performance metrics for any one-year performance period completed prior to the Effective Time, (B) for any one year performance period that is in progress as of the Effective Time, the greater of (1) actual achievement against performance metrics measured as of immediately prior to the Effective Time and (2) its “target” level, and (C) deemed achievement at “target” level for any one-year performance period that has not yet commenced as of the Effective Time; and
•each option that represents the right to acquire Common Stock that was outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) (each, a “Company Option”), was canceled, and Avanos paid or will promptly pay each such holder an amount in cash determined by multiplying: (i) the excess, if any, of (A) the Merger Consideration per share of Common Stock minus (B) the exercise price payable in respect of each share of Common Stock subject to the Company Option, by (ii) the number of shares of Common Stock such holder would have been entitled to receive upon exercise if such Company Option award had vested in full. If the exercise price per share of Common Stock of a Company Option exceeded the Merger Consideration per share of Common Stock, such Company Option was canceled at or immediately prior to the Effective Time and the holder of such Company Option is not entitled to receive any consideration for such Company Option.
The foregoing description of the Merger Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 14, 2026, which is incorporated herein by reference.
The aggregate Merger Consideration paid to Company stockholders was approximately $1,200 million. The funds used by Parent to consummate the Merger and complete the related transactions was funded through equity contributions received by Parent and with proceeds from debt financing pursuant to the Credit Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in the Introductory Note and in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
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 in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.
On the Closing Date, the Company notified the New York Stock Exchange (the “NYSE”) that the Merger had been completed and requested that the NYSE suspend trading of Common Stock on the NYSE prior to the opening of trading on the
Closing Date. The Company also requested that the NYSE file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of all shares of Common Stock from the NYSE and the deregistration of such shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, trading of the shares of Common Stock, which formerly traded under the ticker symbol “AVNS” on the NYSE, was suspended prior to the opening of trading on the NYSE on July 27, 2026 and the Common Stock will no longer be listed on the NYSE.
In addition, upon effectiveness of the Form 25, the Company intends to file a certification on Form 15 with the SEC to deregister all shares of Common Stock and suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03 Material Modification to Rights of Security Holders
The information set forth in the Introductory Note and in Items 2.01, 3.01, 5.01 and 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 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 for such shares pursuant to the terms of the Merger Agreement).
Item 5.01 Changes in Control of Registrant
The information set forth in the Introductory Note and in Items 2.01, 2.03, and 5.02 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.
As a result of the completion of the Merger, a change in control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent.
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 in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.
Directors
Pursuant to the terms of the Merger Agreement, upon, but conditioned on the occurrence of, the Effective Time, Gary D. Blackford, Dr. Lisa Egbuonu-Davis, Indrani L. Franchini, Patrick J. O’Leary, David C. Pacitti, and Julie Shimer each resigned from their positions as members of the board of directors of the Company and from any and all committees of the board of directors of the Company on which they served. In addition, pursuant to the terms of the Merger Agreement, from and after the Effective Time, Joel Rotroff, who was the sole director of Merger Subsidiary immediately before the Effective Time, became a director of the Surviving Corporation. Immediately following the Effective Time, David C. Pacitti, Scott M. Galovan and John S. Fischer were appointed to the board of directors of the Surviving Corporation and Joel Rotroff resigned from the board of directors of the Surviving Corporation.
Officers
In connection with the consummation of the Merger, all individuals serving as an officer of the Company, prior to the Effective Time, were removed from such position effective as of the Effective Time. Immediately following the Effective Time, Parent caused the Company to appoint each individual listed below to the office set forth opposite such individual’s name. The following table sets forth the name and title of each officer who was appointed:
| Name | Title | ||||
| David C. Pacitti | President and Chief Executive Officer | ||||
| Scott M. Galovan | Vice President, Chief Financial Officer and Treasurer | ||||
| John S. Fischer | General Counsel and Secretary | ||||
Biographies of each of David C. Pacitti and Scott M. Galovan are set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 under the caption "Directors, Executive Officers, and Corporate Governance.”
John S. Fischer, age 68, was appointed as the Company’s General Counsel and Secretary on July 27, 2026. Prior to his appointment as General Counsel and Secretary, he served as the Company’s Vice President, Head of Legal and Secretary since October 2025. He joined the Company in December 2021, and served as Deputy General Counsel from April 2022 to October 2025. From 2014 to 2020, he served as General Counsel of Natural Grocers by Vitamin Cottage, Inc., (NYSE: NGVC), a
specialty retailer of natural and organic groceries and dietary supplements with annual revenue of more than $1 billion. Mr. Fischer holds a B.A. degree from Stanford University and J.D. and M.B.A. degrees from the University of California at Los Angeles.
Mr. Fischer was not selected pursuant to any arrangement or understanding between him and any other person, and he has no family relationships with any of the Company’s directors or executive officers. There have been no related person transactions between the Company and Mr. Fischer reportable under Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information contained in the Introductory Note and in 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, the Second Amended and Restated Certificate of Incorporation of the Company was amended and restated in its entirety to be in the form of the certificate of incorporation of Merger Subsidiary as in effect immediately prior to the Effective Time, except that references to the Merger Subsidiary’s name were replaced with references to the Company’s name (the “Certificate of Incorporation”). In addition, at the Effective Time, the Sixth Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws of Merger Subsidiary as in effect immediately prior to the Effective Time (the “Bylaws”). Copies of the Certificate of Incorporation and the Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On the Closing Date, the Company and Parent issued a joint press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Such press release shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits.
| Exhibit No. | Description | |||||||
3.1 | Third Amended and Restated Certificate of Incorporation of Avanos Medical, Inc. | |||||||
3.2 | Seventh Amended and Restated Bylaws of Avanos Medical, Inc. | |||||||
10.1 | Credit Agreement dated July 27, 2026 among the Company, as borrower, the banks and other financial institutions or entities party thereto and Golub Capital Markets LLC, as term loan administrative and collateral agent, and Ally Bank, as revolving administrative agent. | |||||||
99.1 | Press Release Issued by Avanos Medical, Inc. on July 27, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within 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.
| AVANOS MEDICAL, INC. | ||||||||||||||
| Date: | July 30, 2026 | By: | /s/ John S. Fischer | |||||||||||
| John S. Fischer General Counsel and Secretary | ||||||||||||||
Exhibit 99.1
American Industrial Partners Completes Acquisition of Avanos Medical, Inc.
NEW YORK and ALPHARETTA, Ga., July 27, 2026 /PRNewswire/ — American Industrial Partners (“AIP”), an operationally-oriented industrials investor, today announced the closing of the acquisition of Avanos Medical, Inc. (“Avanos” or the “Company”) by affiliates of investment funds advised by AIP in a transaction valued at approximately $1.272 billion.
Under the terms of the merger agreement, Avanos stockholders will receive $25.00 per share in cash for each share of common stock they own. With the completion of the transaction, the Company’s common stock will cease trading on the New York Stock Exchange and Avanos will become a private company.
Joel Rotroff, Partner at AIP, said, "We are excited to partner with Avanos to deliver a compelling platform for continued growth in the medical technology sector. We are confident that by leveraging AIP’s deep operational expertise and resources, Avanos will be in a strong position to build on its momentum and achieve long-term success."
“Avanos enters this next chapter with real momentum, and AIP is the right partner to help us build on it,” stated Dave Pacitti, Avanos CEO. “AIP’s operational depth means we can move faster on the innovation roadmap our teams have already put in motion and do it with the resources to match our ambition. I thank our employees for their continued dedication and commitment to providing solutions that enable patients to get back to what matters.”
Advisors
Sidley Austin LLP served as legal counsel, Ropes & Gray LLP served as financing counsel and Baker Botts LLP served as regulatory counsel to AIP.
J.P. Morgan Securities LLC served as lead financial advisor and Alston & Bird, LLP served as legal counsel to Avanos. UBS Investment Bank also served as a financial advisor to Avanos.
About American Industrial Partners
American Industrial Partners is an operationally oriented industrials investor with approximately $17.8 billion in assets under management. AIP seeks to achieve differentiated returns by investing in quality engineered products businesses with strong management teams and working with those teams to implement transformative Operating Agendas to build long-term value. The AIP team has deep roots in the industrial economy and has actively invested across three economic cycles. AIP has completed over 145
Exhibit 99.1
platform and add-on acquisitions and invests in all forms of corporate divestitures, management buyouts, recapitalizations, and going-private transactions of established businesses with sales greater than $500 million. Current AIP portfolio companies generate aggregate annual revenues of approximately $32 billion and employ 74,000+ employees as of March 31, 2026. www.americanindustrial.com
About Avanos Medical, Inc.
Avanos Medical, Inc. is a medical technology company focused on delivering clinically superior medical device solutions that will help patients get back to what matters. Headquartered in Alpharetta, Georgia, we are committed to addressing some of today's most important healthcare needs, including providing a vital lifeline for nutrition to patients from hospital to home, and reducing the use of opioids while helping patients move from surgery to recovery. Avanos develops, manufactures and markets its recognized brands globally and holds leading market positions in multiple categories across its portfolio. For more information, visit avanos.com and follow Avanos Medical on X (@AvanosMedical), LinkedIn and Facebook.
Contacts
American Industrial Partners Contact:
pro-AIP@prosek.com
Avanos Contacts
Investor Relations Contact:
Scott Galovan, Avanos Medical, Inc., Investor.Relations@Avanos.com
Media Contacts:
Katrine Kubis, Avanos Medical, Inc., CorporateCommunications@Avanos.com
Or
Andy Brimmer / Joseph Sala / Catherine Simon
Joele Frank, Wilkinson Brimmer Katcher
Avanos-JF@joelefrank.com
212-355-4449