Regulators clear Avanos (NYSE: AVNS) sale to American Industrial Partners
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Avanos Medical announced it has received all required regulatory approvals for the pending acquisition of the company by affiliates of investment funds advised by American Industrial Partners. The transaction is expected to close no later than July 27, 2026, subject to Avanos stockholder approval and remaining customary closing conditions.
A special meeting of Avanos stockholders to vote on the merger is scheduled for July 22, 2026, at 9:00 a.m. Eastern time in Atlanta, Georgia. The company urges investors to review the definitive proxy statement on Schedule 14A and related materials filed with the SEC for detailed information about the merger and voting procedures.
Positive
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Negative
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Insights
Regulatory approvals move the Avanos sale to AIP close to completion.
Avanos Medical and American Industrial Partners have secured all required regulatory clearances for the planned acquisition of Avanos. This de-risks a key deal hurdle, leaving stockholder approval and customary conditions as the primary remaining steps before closing.
The transaction is expected to close no later than July 27, 2026, with a special stockholder meeting on July 22, 2026 to vote on the merger. Deal completion timing and outcome now largely depend on that vote and satisfaction or waiver of the remaining closing conditions.
8-K Event Classification
2 items: 7.01, 9.01
2 items
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
Regulatory approvals: All required approvals received
Expected merger closing: No later than July 27, 2026
Stockholder meeting date: July 22, 2026, 9:00 a.m. ET
+5 more
8 metrics
Regulatory approvals
All required approvals received
For pending acquisition of Avanos by AIP affiliates
Expected merger closing
No later than July 27, 2026
Pending stockholder approval and closing conditions
Stockholder meeting date
July 22, 2026, 9:00 a.m. ET
Special meeting to approve proposed transaction
AIP assets under management
$17.8 billion
American Industrial Partners AUM
AIP portfolio revenues
Approximately $32 billion
Aggregate annual revenues of portfolio companies
AIP portfolio employment
74,000+ employees
Across portfolio companies as of March 31, 2026
AIP transaction history
Over 145 acquisitions
Platform and add-on acquisitions completed
Target company sales size
Greater than $500 million
Typical sales of businesses AIP invests in
Key Terms
Regulation FD, definitive proxy statement, special meeting of Avanos stockholders, forward-looking statements, +2 more
6 terms
Regulation FD regulatory
"Item 7.01 Regulation FD Disclosure On July 2, 2026, Avanos Medical, Inc."
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
definitive proxy statement regulatory
"a definitive proxy statement on Schedule 14A and other materials with the SEC."
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
special meeting of Avanos stockholders financial
"The special meeting of Avanos stockholders to approve the proposed transaction will be held on July 22, 2026"
forward-looking statements regulatory
"This press release contains information that includes or is based on “forward-looking statements”"
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.
merger agreement financial
"the possibility that various closing conditions for the transactions contemplated by the merger agreement may not be satisfied or waived"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
termination fee financial
"the risk that the merger agreement may be terminated in circumstances requiring Avanos to pay a termination fee"
A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.
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 02, 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. ☐
Item 7.01 Regulation FD Disclosure
On July 2, 2026, Avanos Medical, Inc., a Delaware corporation (the “Company”), issued a press release announcing the receipt of all required regulatory approvals to complete the pending acquisition of the Company by affiliates of investment funds advised by American Industrial Partners. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits.
| Exhibit No. | Description | |||||||
99.1 | Press Release Issued by Avanos Medical, Inc. on July 2, 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 2, 2026 | By: | /s/ John S. Fischer | |||||||||||
| John S. Fischer Vice President, Head of Legal and Secretary | ||||||||||||||
Exhibit 99.1
 | ||||||||
Receive Required Regulatory Approvals for Pending Merger
ALPHARETTA, GA and NEW YORK, NY – July 2, 2026/PRNewswire/ – Avanos Medical, Inc. (NYSE: AVNS) (“Avanos”) and American Industrial Partners (“AIP”) jointly announced the receipt of all required regulatory approvals to complete the pending acquisition of Avanos by affiliates of investment funds advised by AIP (the “Merger”).
The proposed transaction is expected to close no later than July 27, 2026, subject to receipt of Avanos stockholder approval and the satisfaction or waiver of the remaining customary closing conditions. The special meeting of Avanos stockholders to approve the proposed transaction will be held on July 22, 2026, at 9:00 a.m., Eastern time, at the offices of Alston & Bird LLP, One Atlantic Center, 1201 West Peachtree Street, Atlanta, Georgia 30309.
“Securing all required regulatory approvals is a significant milestone and the result of strong collaboration between our two organizations,” said David C. Pacitti, Chief Executive Officer of Avanos. “The receipt of these approvals brings us another step closer to completing the transaction with AIP and embarking on the next phase of innovation and growth at Avanos.”
Joel Rotroff, Partner at AIP, said, “The receipt of regulatory approvals marks an important step towards completing this transaction. AIP is excited about the opportunity to partner with Avanos leadership and support the company's next phase of growth, innovation and commercial execution to deliver superior medical device solutions.”
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.
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 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
Important Additional Information
In connection with the Merger, Avanos has filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A and other materials with the SEC. Avanos may file or furnish other documents with the SEC regarding the Merger. INVESTORS AND STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders may obtain free copies of the proxy statement, any amendments or supplements to the proxy statement and other documents filed by Avanos with the SEC for no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge at the Investors section of the Avanos’ website at www.avanos.com.
Avanos, and its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Avanos’ stockholders in connection with Merger under the rules of the SEC. Detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, are set forth in the proxy statement and will be set forth in the other relevant documents to be filed with the SEC in connection with the Merger when they become available. Information regarding the direct and indirect beneficial ownership of the Avanos’ directors and executive officers in its securities is included in their SEC filings on Forms 3, 4 and 5, and additional information can also be found in Avanos’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on
Exhibit 99.1
February 24, 2026 and its definitive proxy statement for its 2026 annual meeting of stockholders filed with the SEC on March 12, 2026.
Forward-Looking Statements
This press release contains information that includes or is based on “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “expect,” “will,” and similar expressions. These “forward-looking statements” include statements about the pending acquisition and related transactions, including the timing of the completion of the acquisition and the potential benefits of the acquisition. Forward-looking statements are based on the current plans and expectations of Avanos’s management and are subject to various risks and uncertainties that could cause Avanos’s actual plan and results to differ materially from those expressed or implied in such statements. Such factors include: (i) uncertainties as to the timing of the acquisition, (ii) the possibility that competing acquisition proposals will be made; (iii) the possibility that Avanos will terminate the merger agreement to enter into an alternative transaction; (iv) the possibility that various closing conditions for the transactions contemplated by the merger agreement may not be satisfied or waived; (v) the risk that the merger agreement may be terminated in circumstances requiring Avanos to pay a termination fee; (vi) the potential impact of the announcement or consummation of the proposed transactions on Avanos’ relationships, including with employees, suppliers and customers; and (vii) the other factors and financial, operational and legal risks or uncertainties described in Avanos’ public filings with the SEC, including the “Risk Factors” section of Avanos’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as well as the proxy statement filed by Avanos in connection with the special meeting of stockholders in connection with the acquisition. The information contained herein speaks only as of the date of this release, and Avanos undertakes no obligation to update forward-looking statements, except as may be required by the securities laws.
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
American Industrial Partners Contact:
pro-AIP@prosek.com
FAQ
What did Avanos Medical (AVNS) announce about its merger with American Industrial Partners?
Avanos Medical announced it has received all required regulatory approvals for its pending acquisition by affiliates of funds advised by American Industrial Partners. The deal now mainly depends on stockholder approval and remaining customary closing conditions before it can be completed.
When is the Avanos (AVNS) stockholder vote on the AIP acquisition?
The special meeting of Avanos stockholders to approve the proposed transaction is scheduled for July 22, 2026, at 9:00 a.m. Eastern time. It will be held at the offices of Alston & Bird LLP in Atlanta, Georgia, as detailed in the disclosure.
When is the Avanos–AIP merger expected to close if approved?
The proposed acquisition of Avanos by affiliates of funds advised by American Industrial Partners is expected to close no later than July 27, 2026. This timing remains subject to Avanos stockholder approval and satisfaction or waiver of the remaining customary closing conditions.
Where can Avanos (AVNS) investors find the proxy statement for the merger?
Investors can access the definitive proxy statement on Schedule 14A and related materials for the merger at the SEC’s website, www.sec.gov. Copies are also available free of charge in the Investors section of Avanos’ website at www.avanos.com.
What risks did Avanos highlight regarding completion of the AIP acquisition?
Avanos cited risks including timing uncertainties, possible competing proposals, potential termination of the merger agreement, failure to satisfy closing conditions, and any termination fee obligations. It also noted potential impacts on relationships with employees, suppliers, and customers, and referenced risk factors in its SEC filings.
How large is American Industrial Partners, the buyer of Avanos (AVNS)?
American Industrial Partners is described as an industrials-focused investor with approximately $17.8 billion in assets under management. Its portfolio companies generate about $32 billion in annual revenue and employ more than 74,000 people as of March 31, 2026.