8-K: Owens & Minor Transforms to Accendra Health, Sells P&HS Unit

Owens & Minor, Inc. has completed the sale of its Products & Healthcare Services segment for $375 million and rebranded as Accendra Health, Inc., focusing on home-based care.

Summary

• Owens & Minor, Inc. (NYSE: OMI) completed the sale of its Products & Healthcare Services (P&HS) segment and the Owens & Minor brand to Platinum Equity on December 31, 2025.
• The transaction generated $375 million in cash, subject to customary adjustments, and the company retained a 5% equity stake in the P&HS business.
• The company preserved tax attributes in excess of $150 million as part of the sale.
• Owens & Minor, Inc. has been renamed Accendra Health, Inc., with trading under the new ticker symbol ACH expected to begin on the New York Stock Exchange on January 2, 2026.
• The company entered into an Amended & Restated Receivables Purchase Agreement, establishing a Receivables Sale Program for up to $150 million in accounts receivable, sold on a limited-recourse basis.
• Transactions under the Receivables Sale Program will be accounted for as sales in accordance with ASC 860, removing sold receivables from consolidated balance sheets.
• The Receivables Sale Program has a Scheduled Termination Date of October 18, 2027, and proceeds may be used for general corporate purposes.
• Certain entities ceased to be subsidiaries and were released from obligations under existing credit facilities and indentures following the P&HS sale.
• Andrew G. Long, Executive Vice President, Chief Executive Officer, Products & Healthcare Services, ceased to be an executive officer.
• Michael W. Lowry, Senior Vice President, Corporate Controller & Chief Accounting Officer, ceased to be the principal accounting officer.
• Jonathan A. Leon, Executive Vice President & Chief Financial Officer, assumed the role of principal accounting officer, with no change to his compensation or employment terms.
• The Executive Deferred Compensation and Retirement Plan (EDCRP) was amended to terminate participation for O&M PHS, LLC and its subsidiaries, authorizing distribution of credited amounts to affected employees.
• The EDCRP will be frozen for all other participants effective January 1, 2026, as previously reported.

Sentiment

Score: 8

Explanation: The filing conveys a strong positive sentiment, highlighting a successful strategic transformation, significant cash generation from the sale, preservation of tax attributes, and a clear focus on a high-growth market. The new financing arrangement also adds to financial flexibility. Management's comments are optimistic about future growth and value creation.

Positives

• The completion of the P&HS segment sale for $375 million in cash strengthens the company's financial position.
• The company retained a 5% equity stake in the sold P&HS business, allowing for potential future upside.
• Preservation of over $150 million in tax attributes enhances financial efficiency.
• The strategic transformation into Accendra Health, Inc. positions the company as a pure-play leader in the home-based care market, enabling a more focused and resilient organization.
• The new Receivables Sale Program provides access to up to $150 million in liquidity for general corporate purposes.
• The company's comprehensive product portfolio, expansive payor contracts, and national footprint are expected to support durable growth in home-based care.

Negatives

• NA

Risks

• Forward-looking statements involve known and unknown risks and uncertainties that may cause actual results to differ materially from projections.
• The Receivables Sale Program contains customary termination events, including failure to pay amounts due, defaults on the company's credit facility, certain judgments, a change of control, and events negatively affecting the credit quality of transferred receivables or bankruptcy/insolvency events.
• The Performance Guaranty by the Parent guarantees performance of Originators' obligations under the Receivables Purchase Agreement, but not the collection of receivables due to obligor insolvency or lack of creditworthiness.
• The company's actual results could differ materially from current estimates due to various risk factors, as detailed in its Annual Report on Form 10-K.

Future Outlook

The company is now a pure-play leader in the home-based care market, with a strategic focus on supporting patients with chronic conditions. Management is energized by the future, confident that the comprehensive product portfolio, expansive payor contracts, and national footprint position Accendra Health advantageously for durable growth and long-term value creation in the evolving home-based care sector.

Management Comments

• Edward A. Pesicka, President & Chief Executive Officer, stated: 'Today's announcement marks an inflection point in the strategic transformation of Owens & Minor into Accendra Health, a leading nationwide pure play home based care platform.'
• Pesicka also noted: 'The completion of the sale of the P&HS segment enables the Company to become a more focused and resilient organization that is well equipped to deliver on our commitment to supporting patients with chronic conditions by providing what they need for home-based care.'
• Pesicka concluded: 'We're energized by what lies ahead and are confident that our comprehensive product portfolio, expansive payor contracts, and national footprint position us advantageously for the future evolution of home-based care.'
• Pesicka further commented: 'With Accendra's full attention dedicated to our Apria and Byram brands, our capital deployment, corporate strategy, and operational execution are focused and aligned to support durable growth and create long-term value.'

Industry Context

This announcement reflects a significant strategic pivot towards the rapidly growing home-based care market, aligning with broader healthcare trends emphasizing patient care outside traditional institutional settings. By divesting its Products & Healthcare Services segment, the company aims to streamline operations and focus resources on a specialized, high-growth sector, potentially enhancing its competitive edge against diversified healthcare providers.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Related Party Transactions

• The Receivables Sale Program involves O&M Funding LLC (a wholly-owned subsidiary), Byram Healthcare Centers, Inc. (a wholly-owned subsidiary and initial Servicer), and Owens & Minor, Inc. (Parent, as Performance Guarantor).
• The sale of the P&HS business involved the company providing certain transition services to the Purchaser and/or its affiliates.

Stakeholder Impact

• Shareholders: The strategic transformation aims to create long-term value through a focused approach on the home-based care market. The cash proceeds from the sale and preserved tax attributes could benefit shareholders.
• Employees: Employees associated with the P&HS segment are now part of Platinum Equity's acquisition. Executive changes and EDCRP amendments affect certain personnel.
• Customers: The company's focus on home-based care through its Apria and Byram brands is intended to better serve patients with chronic conditions.
• Creditors: Entities related to the P&HS business were released from obligations under existing credit facilities and indentures, potentially simplifying the debt structure for the remaining company.

Next Steps

• Trading of the company's common stock on the New York Stock Exchange under the new name Accendra Health, Inc. and ticker symbol ACH will begin on January 2, 2026.
• Unaudited pro forma condensed financial information giving effect to the transactions will be filed by an amendment to this Form 8-K within four business days following the Closing Date.
• The company will continue to provide certain transition services to the Purchaser and/or its affiliates for the P&HS business.
• The Executive Deferred Compensation and Retirement Plan (EDCRP) will remain outstanding but will be frozen with respect to participation and contributions for all other participants, effective as of January 1, 2026.
• Amounts credited to Andrew G. Long's deferred compensation accounts under the EDCRP will be distributed within the 12-month period following the transactions.

Key Dates

Recommendation

The strategic divestiture of the P&HS segment and rebranding to Accendra Health, Inc. represents a decisive move to become a focused leader in the high-growth home-based care market. The $375 million cash infusion, coupled with over $150 million in preserved tax attributes, significantly strengthens the balance sheet and provides capital for future growth initiatives. The new Receivables Sale Program further enhances liquidity. This transformation is expected to lead to a more resilient and streamlined organization, better positioned for durable growth and long-term value creation. The clear strategic direction and improved financial flexibility make this an attractive investment opportunity.

Keywords

Home-based care, Healthcare services, Receivables financing, Corporate rebranding, Strategic transformation, SEC filing, Mergers and acquisitions, Financial reporting, Corporate governance, Accounts receivable