PACS Group, Inc. Files Amendment No. 2 to S-1 Registration Statement

TL;DR

<b>PACS Group, Inc. has filed an amendment to its S-1 registration statement, indicating ongoing preparations for a public offering.</b>

AI Summary

PACS Group, Inc. (PACS) filed a Amended IPO Registration (S-1/A) with the SEC on April 1, 2024. PACS Group, Inc. filed Amendment No. 2 to its S-1 Registration Statement on April 1, 2024. The company is incorporated in Delaware and its fiscal year ends on December 31. Its principal executive offices are located at 262 N. University Avenue, Farmington, Utah 84025. The filing is under the Securities Act of 1933, with registration number 333-277893. PACS Group, Inc. is classified as a non-accelerated filer and a smaller reporting company.

Why It Matters

For investors and stakeholders tracking PACS Group, Inc., this filing contains several important signals. This amendment signifies that PACS Group, Inc. is moving forward with its plans to become a publicly traded company, which could provide access to capital for growth and expansion. As a non-accelerated filer and smaller reporting company, PACS Group, Inc. may face different regulatory scrutiny and disclosure requirements compared to larger entities.

Risk Assessment

Risk Level: low — PACS Group, Inc. shows low risk based on this filing. The filing is an amendment to a registration statement, which is a standard procedural step in the IPO process and does not contain new financial performance data or significant business updates.

Analyst Insight

Monitor future filings for updated financial information and details regarding the proposed public offering.

Key Numbers

• 2024-04-01 — Filing Date (Amendment No. 2 filing date)
• 333-277893 — SEC File Number (Registration number)
• 8051 — SIC Code (Primary Standard Industrial Classification Code)
• 92-3144268 — IRS Number (IRS Employer Identification No.)

Key Players & Entities

• PACS Group, Inc. (company) — Registrant name
• Delaware (jurisdiction) — State of incorporation
• 262 N. University Avenue, Farmington, Utah 84025 (address) — Principal executive offices
• Jason Murray (person) — Chief Executive Officer
• John Mitchell (person) — Chief Legal Officer and General Counsel
• Latham & Watkins LLP (company) — Legal counsel
• Goodwin Procter LLP (company) — Legal counsel
• 333-277893 (registration_number) — SEC file number

FAQ

Industry Context

The company operates within the skilled nursing care facilities sector, as indicated by its SIC code.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offerings in the United States.

What Investors Should Do

1. Review the full S-1/A filing for any substantive changes or new disclosures.
2. Track subsequent amendments and the eventual effectiveness of the registration statement.
3. Research the company's business model and market position within the skilled nursing sector.

Year-Over-Year Comparison

This is Amendment No. 2 to the S-1 Registration Statement, indicating a procedural update rather than a comparison to a prior period's financial performance.

Key Financial Figures

• $20.00 — l public offering price will be between $20.00 and $22.00 per share of our common stoc
• $22.00 — fering price will be between $20.00 and $22.00 per share of our common stock. We have
• $193.6 billion — industry expenditures to increase from $193.6 billion in 2022 to $283.3 billion in 2031, repr
• $283.3 billion — increase from $193.6 billion in 2022 to $283.3 billion in 2031, representing a compound annual
• $3.1 b — 31, 2023, we generated total revenue of $3.1 billion, representing a CAGR of 63.3% ove
• $2.4 b — ember 31, 2022, we generated revenue of $2.4 billion, and Medicare and Medicaid accoun
• $112.9 m — 2023, we generated total net income of $112.9 million, total operating expense of $2.9
• $2.9 billion — 2.9 million, total operating expense of $2.9 billion and Adjusted EBITDA of $237.5 million,
• $237.5 m — of $2.9 billion and Adjusted EBITDA of $237.5 million, representing a CAGR of 53.4%, 63
• $2.2 b — 2022, our total operating expenses were $2.2 billion, and we generated net income of $
• $150.5 million — billion, and we generated net income of $150.5 million and Adjusted EBITDA of $255.5 million.
• $255.5 million — f $150.5 million and Adjusted EBITDA of $255.5 million. As of December 31, 2023, we had total
• $3.0 billion — , we had total long-term liabilities of $3.0 billion. Adjusted EBITDA is a non-GAAP financia

Filing Documents

• pacs-sx1a2.htm (S-1/A) — 2552KB
• exhibit1071-sx1a2.htm (EX-FILING FEES) — 21KB
• exhibit11-sx1a2.htm (EX-1.1) — 302KB
• exhibit311-sx1a2.htm (EX-3.1(1)) — 10KB
• exhibit32-sx1a2.htm (EX-3.2) — 60KB
• exhibit34-sx1a2.htm (EX-3.4) — 234KB
• exhibit42-sx1a2.htm (EX-4.2) — 99KB
• exhibit43-sx1a2.htm (EX-4.3) — 160KB
• exhibit51-sx1a2.htm (EX-5.1) — 20KB
• exhibit103-sx1a2.htm (EX-10.3) — 21KB
• exhibit104-sx1a2.htm (EX-10.4) — 142KB
• exhibit105-sx1a2.htm (EX-10.5) — 49KB
• exhibit106-sx1a2.htm (EX-10.6) — 42KB
• exhibit107-sx1a2.htm (EX-10.7) — 87KB
• exhibit108-sx1a2.htm (EX-10.8) — 115KB
• exhibit109-sx1a2.htm (EX-10.9) — 142KB
• exhibit1011-sx1a2.htm (EX-10.11) — 141KB
• exhibit232-sx1a2.htm (EX-23.2) — 3KB
• business1aa.jpg (GRAPHIC) — 106KB
• business3aa.jpg (GRAPHIC) — 60KB
• business4aa.jpg (GRAPHIC) — 972KB
• capture1a.jpg (GRAPHIC) — 85KB
• companylogo1a1a.jpg (GRAPHIC) — 7KB
• companylogo1aa.jpg (GRAPHIC) — 14KB
• coverart1a.jpg (GRAPHIC) — 829KB
• image.jpg (GRAPHIC) — 14KB
• lathamwatkins.jpg (GRAPHIC) — 76KB
• prospectussummary1ba.jpg (GRAPHIC) — 182KB
• 0001628280-24-014071.txt (&nbsp;) — 7326KB

RISK FACTORS

RISK FACTORS 21 SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS 66

USE OF PROCEEDS

USE OF PROCEEDS 68 DIVIDEND POLICY 69 CAPITALIZATION 70

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 75

BUSINESS

BUSINESS 97 MANAGEMENT 121 COMPENSATION DISCUSSION AND ANALYSIS 129 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 144 PRINCIPAL AND SELLING STOCKHOLDERS 147

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 148 SHARES ELIGIBLE FOR FUTURE SALE 155 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS 158 UNDERWRITING (CONFLICTS OF INTEREST) 162 LEGAL MATTERS 172 EXPERTS 172 WHERE YOU CAN FIND MORE INFORMATION 172 INDEX TO COMBINEDCONSOLIDATED FINANCIAL STATEMENTS F- 1 You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission (SEC) prepared by or on behalf of us that we have referred to you. Neither we nor the underwriters have authorized anyone to provide you with any information other than that contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. Neither we, the selling stockholders, nor the underwriters take responsibility for, and can provide assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of our common stock offered by this prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our common stock. Our business, financial condition, results of operations, and prospects may have changed since such date. For investors outside of the United States We have not, the selling stockholders have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering and the distribu

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