Amedisys Inc. Faces Delisting, Completes Asset Deal

TL;DR

Amedisys Inc. is terminating agreements, selling assets, and might get delisted. Big changes ahead.

AI Summary

Amedisys Inc. announced on August 14, 2025, the termination of a material definitive agreement and the completion of an acquisition or disposition of assets. The company also provided notice of delisting or failure to satisfy a continued listing rule, indicating a potential transfer of listing. These events suggest significant changes in the company's operational and financial structure.

Why It Matters

This filing indicates significant corporate actions for Amedisys Inc., including potential delisting and asset transactions, which could impact its stock performance and operational future.

Risk Assessment

Risk Level: high — The filing indicates potential delisting and material changes to agreements, suggesting significant financial and operational instability.

Key Players & Entities

• AMEDISYS INC (company) — Registrant
• 0000896262 (company) — Central Index Key
• 113131700 (company) — EIN
• ANALYTICAL NURSING MANAGEMENT CORP (company) — Former Company Name
• M&N CAPITAL CORP (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 — e on Which Registered Common Stock. $0.001 par value per share AMED The Nasdaq
• $399,191,391.35 — The Company paid an aggregate amount of $399,191,391.35 in satisfaction of all of its outstandi
• $101 — was converted into the right to receive $101 per share in cash, without interest (th

Filing Documents

• tm2523306d1_8k.htm (8-K) — 56KB
• tm2523306d1_ex3-1.htm (EX-3.1) — 18KB
• tm2523306d1_ex3-2.htm (EX-3.2) — 73KB
• tm2523306d1_8kimg01.jpg (GRAPHIC) — 2KB
• 0001104659-25-078145.txt ( ) — 346KB
• amed-20250814.xsd (EX-101.SCH) — 3KB
• amed-20250814_lab.xml (EX-101.LAB) — 33KB
• amed-20250814_pre.xml (EX-101.PRE) — 22KB
• tm2523306d1_8k_htm.xml (XML) — 4KB

02. Termination of a Material

Item 1.02. Termination of a Material Definitive Agreement . Senior Credit Facilities 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 "). In connection with the termination of the Credit Agreement, all funding commitments thereunder were terminated and all security interests and guarantees in connection with the Credit Agreement were terminated. The Company paid an aggregate amount of $399,191,391.35 in satisfaction of all of its outstanding obligations under the Senior Credit Facilities in accordance with the terms of the Credit Agreement.

01. Completion of Acquisition

Item 2.01. Completion of Acquisition or Disposition of Assets . The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each share of Amedisys common stock, par value $0.001 (" Amedisys Common Stock ") issued and outstanding (excluding shares held by Amedisys as treasury stock or owned by UnitedHealth Group or Merger Sub or any of their respective subsidiaries, in each case, immediately prior to the Effective Time) was converted into the right to receive $101 per share in cash, without interest (the " Per Share Merger Consideration " and the total amount to be paid, the " Merger Consideration "), less any applicable withholding taxes. At the Effective Time, the equity awards of Amedisys outstanding as of immediately prior to the Effective Time were generally subject to the following treatment: each outstanding time-based vesting Amedisys restricted stock unit award (each, an " Amedisys RSU Award ") was converted into a restricted stock unit award of Parent (a " Converted RSU Award ") at the Effective Time with the same terms and conditions that applied to the Amedisys RSU Award, adjusted so that the number of shares of Parent common stock underlying the Converted RSU Award equaled (i) the number of shares of Amedisys Common Stock subject to the Amedisys RSU Award immediately prior to the Effective Time, multiplied by (ii) the Per Share Merger Consideration divided by the volume-weighted average of the closing sales price of Parent common stock on the New York Stock Exchange on each of the five full consecutive trading days ending on and including the third business day prior to August 14, 2025 (such calculation described in (ii), the " Equity Award Exchange Ratio "), rounded to the nearest whole number of shares of Parent common stock; 2 each outstanding performance-based vesting Amedisys re

01. Notice of Delisting or Failure

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing . 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 "). As a result, the Amedisys Common Stock will no longer be listed on Nasdaq. Additionally, the Company intends to file with the SEC a certification and notice on Form 15 under the Exchange Act requesting the deregistration of the Amedisys Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Section 15(d) of the Exchange Act as promptly as practicable. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

03. Material Modification to

Item 3.03. Material Modification to Rights of Security Holders . 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). The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

01. Changes in Control of Registrant

Item 5.01. Changes in Control of Registrant . 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. As a result of the consummation of the Merger in accordance with Section 251(h) of the DGCL on August 14, 2025, a change in control of the Company occurred. At the Effective Time, the Company became an indirect wholly-owned subsidiary of Parent.

02. Departure of Directors or

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . 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. The resignations described in the preceding sentence were tendered in connection with the Merger and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company's operations, policies or practices.

03. Amendments to Certificate

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year . 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. Copies of the certificate of incorporation and bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference into this Item 5.03. 4

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of June 26, 2023, by and among Amedisys, Inc., UnitedHealth Group Incorporated and Aurora Holdings Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on June 26, 2023) 3.1** Amended and Restated Certificate of Incorporation of Amedisys, Inc. 3.2** Amended and Restated Bylaws of Amedisys, Inc. 10.1* Waiver, dated as of December 26, 2024, by and among Amedisys, Inc., UnitedHealth Group Incorporated and Aurora Holdings Merger Sub Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on 8-K filed by the Company with the SEC on December 26, 2024) 104** Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or similar attachment to Exhibit 2.1. ** Filed herewith. 5

SIGNATURES

SIGNATURES 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. AMEDISYS, INC. Dated: August 14, 2025 By: /s/ Richard Ashworth Name:Richard Ashworth Title: President and Chief Executive Officer 6

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View this 8-K filing on SEC EDGAR