AMEDISYS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2025-08-14: Form 8-K; Period of report 2025-08-14; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2025-08-07: Form 8-K; Period of report 2025-08-07; Description 8.01 Other Events; Details 8.01.
- 2025-07-29: Form 8-K; Period of report 2025-07-29; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
- 2025-05-01: Form 8-K; Period of report 2025-04-30; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2025-08-14 | 8-K | 2025-08-14 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 In connection with the consummation of the Merger, on August 14, 2025, the Company terminated its Amended and Restated Credit Agreement, dated as of June 29, 2018, by and among the Company and Amedisys Holding, L.L.C., a wholly-owned subsidiary of the Company, as the borrowers, certain subsidiaries of the Company that are party thereto as guarantors, Bank of America, N.A., as administrative agent, swingline lender and letter of credit issuer, and certain financial institutions that are party thereto as lenders (as amended by the First Amendment to the Amended and Restated Credit Agreement, dated as of February 4, 2019, the Second Amendment to the Amended and Restated Credit Agreement, dated as of July 30, 2021, the Third Amendment to the Amended and Restated Credit Agreement, dated as of March 10, 2023, and the Fourth Amendment to the Amended and Restated Credit Agreement, dated as of April 17, 2025, and as otherwise amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) governing the Company’s senior secured credit facility, which includes a revolving credit facility, and a term loan facility (such facilities, collectively, the “Senior Credit Facilities”). 2.01 The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. 3.01 In connection with the consummation of the Merger, on August 14, 2025, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Merger had closed and requested that Nasdaq (i) suspend trading of the Amedisys Common Stock on Nasdaq, (ii) withdraw the Amedisys Common Stock from listing on Nasdaq and (iii) file with the SEC a notification on Form 25 to delist the Amedisys Common Stock from Nasdaq and deregister the Amedisys Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 As of the Effective Time, the stockholders of the Company as of immediately prior to the Effective Time ceased to have any rights as stockholders of the Company other than the right to receive the Per Share Merger Consideration (in accordance with the terms of the Merger Agreement). 5.01 The information set forth in the Introductory Note, Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 In accordance with the terms of the Merger Agreement, each of Paul B. Kusserow, Julie D. Klapstein, Richard Ashworth, Vickie L. Capps, Molly Coye, MD, Teresa L. Kline, Bruce D. Perkins, Jeffrey A. Rideout, MD and Ivanetta D. Samuels resigned from his or her respective position as a member of the Company’s board of directors, including from any and all committees thereof, effective as of the Effective Time. 5.03 In connection with the consummation of the Merger, the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the consummation of the Merger, were each amended and restated in their entirety, effective as of the Effective Time. | tm2523306d1_8k.htm |
| 2025-08-07 | 8-K | 2025-08-07 | 8.01 Other Events | 8.01 On August 7, 2025, the U.S. Department of Justice (the “DOJ”) along with the Attorneys General of Maryland, Illinois, New Jersey, and New York (collectively, the “States”) filed a proposed final judgment (the “Proposed Final Judgment”) with the U.S. District Court for the District of Maryland (the “Court”). | d18915d8k.htm |
| 2025-07-29 | 8-K | 2025-07-29 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 of this Current Report on Form 8-K is incorporated herein by reference. | amed-20250729.htm |
| 2025-05-01 | 8-K | 2025-04-30 | 8.01 Other Events | 8.01 On April 30, 2025, Amedisys, Inc. (“Amedisys”), UnitedHealth Group Incorporated (“UnitedHealth Group”) and certain of their respective subsidiaries, collectively, sellers, entered into a purchase agreement and related agreements relating to the sale of certain Amedisys home health and hospice care centers and certain UnitedHealth Group care centers to Adoration Home Health Acquisitions, LLC, Adoration Hospice Care Acquisitions, LLC, and Senescence, LLC (doing business as All Saints Hospice), affiliates of BrightSpring Health Services, collectively, buyers, and Res-Care, Inc., as guarantor (the “BrightSpring Divestiture”). | d927592d8k.htm |
| 2025-04-23 | 8-K | 2025-04-17 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure | 1.01 On April 17, 2025, Amedisys, Inc. ("we," "us," "our," or "the Company") entered into a Fourth Amendment to its Amended and Restated Credit Agreement, effective as of that date (the “Fourth Amendment”), by and among the Company and Amedisys Holding, L.L.C., a wholly-owned subsidiary of the Company, as the borrowers, certain subsidiaries of the Company that are party thereto as guarantors, Bank of America, N.A., as the administrative agent, swingline lender and letter of credit issuer, JPMorgan Chase Bank, N.A. as a lender and letter of credit issuer, and Citizens Bank, N.A., Fifth Third Bank, National Association, PNC Bank, National Association, Regions Bank, Capital One Bank, National Association, Wells Fargo Bank, National Association, Hancock Whitney Bank, and BOKF, NA DBA Bank of Texas, as lenders. 2.02 of this Current Report on Form 8-K is incorporated herein by reference. 2.03 The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 2.03 by reference. | amed-20250417.htm |
| 2025-02-26 | 8-K | 2025-02-26 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 of this Current Report on Form 8-K is incorporated herein by reference. | amed-20250226.htm |
| 2025-01-08 | 8-K | 2025-01-03 | 8.01 Other Events | 8.01 As previously disclosed, on June 28, 2024, Amedisys, Inc., a Delaware corporation (“Amedisys”), UnitedHealth Group Incorporated, a Delaware corporation (“UnitedHealth Group”) and certain of their respective subsidiaries, collectively, sellers, entered into a purchase agreement and related agreements (collectively, the “VCG Purchase Agreement”) relating to the sale of certain Amedisys home health care centers and certain UnitedHealth Group care centers to VCG Luna, LLC (“VCG Luna”), an affiliate of VitalCaring Group. | tm252673d1_8k.htm |
| 2025-01-03 | 8-K | 2024-12-30 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Amedisys, Inc. (the “Company”) held its annual meeting of stockholders on Monday, December 30, 2024 (the “Annual Meeting”). | d914480d8k.htm |