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 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 (Date of earliest event reported): January 2, 2025 (January 1, 2025)
The Pennant Group, Inc.
(Exact name of registrant as specified in its charter)
     
Delaware 001-38900 83-3349931
     
(State or other jurisdiction
of incorporation)
 (Commission File Number) (IRS Employer Identification No.)
1675 E Riverside Drive, Suite 150,
Eagle, ID 83616
 
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (208) 506-6100
Not Applicable
(Former name or former address, if changed since last report.)
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))
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per sharePNTGNasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 2.01. Other Events.

On January 1, 2025, Cornerstone Healthcare, Inc., a wholly-owned subsidiary of The Pennant Group, Inc., completed the purchase of the Signature Healthcare at Home (“Signature”) assets previously identified and announced in the Company’s current report on Form 8-K dated July 11, 2024.

The acquisition was consummated through two separate agreements to purchase certain of the home health and hospice operating assets of Signature in Idaho, Oregon, and Washington (the “Purchase Agreements”).

By Agreement for the Purchase and Sale and Transfer of Operations, dated July 5, 2024, certain subsidiaries of Cornerstone purchased Signature’s home health and hospice assets and operations in Washington and Idaho from the following affiliated sellers: Avamere Home Health Care, LLC; Prime Home Health, LLC; A-One Home Health Services, LLC; and Signature Hospice Nampa, LLC (collectively, the “Washington and Idaho Sellers”). This portion of the acquisition closed on August 1, 2024. The purchase price was $32,000,000.

By Agreement for the Purchase and Sale and Transfer of Operations, dated July 5, 2024, certain subsidiaries of Cornerstone purchased certain of Signature’s home health and hospice assets and operations in Oregon from the following affiliated sellers: Avamere Home Health Care, LLC; Signature Coastal, LLC; Signature Home Health Bend, LLC; Signature Hospice Eugene, LLC; Signature Hospice Medford, LLC; Signature Hospice Bend, LLC; and Signature Hospice Oregon Coast, LLC (collectively, the “Oregon Sellers”, and together with the Washington and Idaho Sellers, the “Sellers”). This portion of the acquisition closed on January 1, 2025. The purchase price was $48,480,000.

The purchase price for each transaction was paid with cash on hand. No material relationship exists between the Company and the Sellers or between the Company and the source of the funds used in the acquisition.


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
   
Exhibit No. Description
   
 
Press Release of the Company dated January 2, 2025.
104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.




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.
     
Dated: January 2, 2025THE PENNANT GROUP, INC. 
By:/s/ BRENT J. GUERISOLI 
Brent J. Guerisoli 
Chief Executive Officer 
 



EX-99.1 Press Release
pennantlogoa01.jpg
Pennant Completes Acquisition of Signature Healthcare at Home Assets

EAGLE, Idaho, January 2, 2025 (GLOBE NEWSWIRE) -- The Pennant Group, Inc. (NASDAQ: PNTG), the parent company of the Pennant group of affiliated home health, hospice and senior living companies, today announced that it has closed on the purchase of certain Oregon assets of Signature Healthcare at Home (“Signature”).

Pennant completed its purchase of Signature’s Idaho and Washington assets on August 1, 2024 and its purchase of certain of Signature’s Oregon assets on January 1, 2025, thus concluding the full two-stage acquisition as previously announced. The Oregon assets include seven locations across the state, adding to Pennant’s existing presence in Portland and Grant’s Pass.

“We are delighted to welcome these operations to the Pennant fold,” said Brent Guerisoli, Pennant's Chief Executive Officer. “This is a substantial purchase that allows us to serve multiple new markets across Oregon and cements Pennant as one of the leading providers of home health and hospice in the Pacific Northwest. Following a record-breaking year in 2024, we are excited to continue the growth of our home health and hospice business in 2025.”

"From the outset of this process, we knew that Signature’s culture and approach were well-aligned with Pennant," said John Gochnour, Pennant’s President and Chief Operating Officer. “That has proven to be the case as we’ve integrated the Idaho and Washington operations over the previous two quarters. Due to the two-stage nature of this acquisition, we have enjoyed an extended transition period that has allowed us to get to know the Oregon leaders and operations very well. As Signature’s Oregon leaders tap into Pennant’s unique operating model and sharing of best practices, we couldn’t be more confident in their bright future.”

About Pennant:

The Pennant Group, Inc. is a holding company of independent operating subsidiaries that provide healthcare services through 122 home health and hospice agencies and 57 senior living communities located throughout Arizona, California, Colorado, Idaho, Montana, Nevada, Oklahoma, Oregon, Texas, Utah, Washington, Wisconsin and Wyoming. Each of these businesses is operated by a separate, independent operating subsidiary that has its own management, employees and assets. References herein to the consolidated "company" and "its" assets and activities, as well as the use of the terms "we," "us," "its" and similar verbiage, are not meant to imply that The Pennant Group, Inc. has direct operating assets, employees or revenue, or that any of the home health and hospice businesses, senior living communities or the Service


Center are operated by the same entity. More information about Pennant is available at www.pennantgroup.com.

Contact Information

The Pennant Group, Inc.
(208) 506-6100
ir@pennantgroup.com

SOURCE: The Pennant Group, Inc.

v3.24.4
Cover Page
Jan. 02, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 02, 2025
Entity Registrant Name The Pennant Group, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38900
Entity Tax Identification Number 83-3349931
Entity Address, Address Line One 1675 E Riverside Drive
Entity Address, Address Line Two Suite 150
Entity Address, City or Town Eagle
Entity Address, State or Province ID
Entity Address, Postal Zip Code 83616
City Area Code 208
Local Phone Number 506-6100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol PNTG
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001766400
Amendment Flag false
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