Accendra Health Inc 8-K/A, filed Jan 5, 2026
Accendra Health Inc/Va/ (ACH)
About this 8-K/A
Accendra Health Inc filed this 8-K/A on January 5, 2026, reporting on events of December 24, 2025.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of | (Commission | | (I.R.S. Employer |
incorporation or organization) | File Number) | | Identification No.) |
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(Address of principal executive | | | |
offices) | | | (Zip Code) |
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Post Office Box 27626, | | | |
Richmond, Virginia | | | 23261-7626 |
(Mailing address of principal | | | |
executive offices) | | | (Zip Code) |
Registrant’s telephone number, including area code
Owens & Minor, Inc.
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
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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 (see General Instruction A.2.below):
Indicate by check mark whether the registrant is an emerging growth company 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. ◻
Introductory Note
On December 31, 2025, Accendra Health, Inc. (f/k/a Owens & Minor, Inc.), a Virginia corporation (the “Company”), filed a Current Report on Form 8-K (the “Closing Form 8-K”) regarding, among other things, the completion of the sale of its P&HS business (as defined in the Closing Form 8-K) pursuant to the Equity Purchase Agreement (the “Purchase Agreement” and the transactions contemplated thereby, the “Transactions”), by and among the Company, Dominion Healthcare Acquisition Corporation, a Delaware corporation, and Dominion Healthcare Holdings, L.P., a Delaware limited partnership.
This Current Report on Form 8-K/A is being filed solely for the purpose of amending Item 9.01 of the Closing Form 8-K and should be read in conjunction with the Closing Form 8-K. Except as set forth herein, no modifications have been made to the information contained in the Closing Form 8-K, and the Company has not updated any information therein to reflect events that have occurred since the date of the Closing Form 8-K.
Item 9.01Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed financial information of the Company giving effect to the Transactions is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
(d)Exhibits.
The following exhibits are filed herewith:
Exhibit Number | Exhibit Title or Description | |
99.1Unaudited Pro Forma Consolidated Financial Information.
104Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)
SIGNATURE
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 thereunto duly authorized.
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| ACCENDRA HEALTH, INC. | |||
| | |||
Date: January 5, 2026 | By: | /s/ Heath H. Galloway | ||
| Name: | | Heath H. Galloway | |
| Title: | | Executive Vice President, General Counsel and Corporate Secretary | |
Exhibit 99.1
ACCENDRA HEALTH, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
On October 7, 2025, Accendra Health, Inc., formerly known as Owens & Minor, Inc., a Virginia corporation (“our”, “we”, or the “Company”), entered into an Equity Purchase Agreement, (the “Purchase Agreement”) by and among the Company, Dominion Healthcare Acquisition Corporation, a Delaware corporation (the “Purchaser”), and Dominion Healthcare Holdings, L.P., a Delaware limited partnership (“Purchaser Parent”). Pursuant to the Purchase Agreement, upon the terms and subject to the conditions thereof, the Company (i) sold the “Products & Healthcare Services” business (P&HS) of the Company), for an aggregate of $375 million in cash, subject to certain adjustments for cash, indebtedness, net working capital and transaction expenses (the “Sale”) and (ii) contributed, assigned, transferred and delivered to Purchaser Parent, the Rollover Company Securities in exchange for the Rollover Units (each as defined in the Purchase Agreement) in Purchaser Parent (the “Rollover”, and together with the Sale and the other transactions contemplated by the Purchase Agreement, collectively, the “Transactions”). Pursuant to the terms of the limited partnership agreement of Purchaser Parent, the Rollover Company Securities are non-voting, passive interests which entitle the Company to receive (1) 50% of any distributions made by Purchaser Parent after Purchaser Parent has made aggregate distributions of $310 million, until such time as the Company receives $200 million of distributions, and (2) 5% of any distributions made by Purchaser Parent in excess of the priority returns described above. On December 31, 2025 (the “Closing Date”), the Company completed the Transactions.
On the Closing Date, we entered into an Amended & Restated Receivables Purchase Agreement (the “Amended & Restated Receivables Purchase Agreement”) with persons from time to time party thereto, as Purchasers, PNC Bank, National Association (“PNC”), as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent, pursuant to which accounts receivable with an aggregate outstanding amount not to exceed $150 million are sold, on a limited-recourse basis, to the Purchasers in exchange for cash (the “Receivables Sale Program”). The Receivables Sale Program amends and restates in its entirety, the Receivables Purchase Agreement, dated as of October 18, 2024.
The Company will account for transactions under the Receivables Sale Program as sales in accordance with ASC 860, Transfers and Servicing, with the sold receivables removed from our consolidated balance sheets. Under the Receivables Sale Program, the Company provides certain servicing and collection actions on behalf of the Purchaser; however, the Company does not maintain any beneficial interest in the accounts receivable sold. The Receivables Sale Program has a Scheduled Termination Date of October 18, 2027.
On the Closing Date we had sold $94 million of eligible accounts receivable and used $66 million of proceeds from the Transactions to remove an intercompany payable of $160 million related to the P&HS accounts receivable sold under the Receivables Sale Program.
In connection with the sale of the P&HS business we anticipate using the proceeds to repay the $280 million current portion of the Company’s long-term debt.
The Transactions are considered a significant disposition for purposes of Item 2.01. As a result, the Company prepared the accompanying unaudited pro forma condensed consolidated financial statements in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Such unaudited pro forma condensed consolidated financial statements should be read in conjunction with the accompanying notes to the unaudited pro forma condensed consolidated financial information. In addition, the P&HS segment was classified as discontinued operations and assets held for sale as of September 30, 2025.
The unaudited pro forma condensed consolidated financial statements are based on our historical consolidated financial statements as adjusted to give effect to the Transactions. The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022 give effect to the
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Transactions as if they had occurred on January 1, 2022. The P&HS segment was classified as a component of discontinued operations within the Company’s historical condensed consolidated statement of operations for the nine months ended September 30, 2025, and as a result a pro forma transaction accounting adjustment to reflect discontinued operations treatment was not needed to present pro forma continuing operations for the nine months ended September 30, 2025 and we have not included an unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2025. The unaudited pro forma condensed consolidated balance sheet at September 30, 2025 gives effect to the Transactions as if they had occurred on September 30, 2025.
The unaudited pro forma condensed consolidated financial statements were prepared in accordance with Article 11 of SEC Regulation S-X. The unaudited pro forma condensed consolidated financial statements are not intended to represent or be indicative of the consolidated results of operations or financial position that would have been reported had the Transactions been completed as of the dates presented and should not be taken as representative of the future consolidated results of operations or financial position of the Company following the Transactions. The pro forma financial statements are based upon available information and certain assumptions that management believes are reasonable.
The unaudited pro forma condensed consolidated financial statements have been developed from and should be read in conjunction with:
| ● | the accompanying notes to the unaudited pro forma condensed consolidated financial statements; |
| ● | the historical audited consolidated financial statements of the Company for the year ended December 31, 2024, included in our Annual Report on Form 10-K; |
| ● | the unaudited consolidated financial statements, the accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025; and |
| ● | The risks described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, and any updates to those risks or new risks contained in the Company’s subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. |
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ACCENDRA HEALTH, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
(dollars in thousands, except per share data) | | | As Reported | | | Sale of P&HS | | | Transaction Adjustments | | Note Reference | | | Pro Forma Condensed Consolidated | | Note Reference |
Net revenue | | $ | 10,700,883 | | $ | (8,020,771) | | $ | - | | | | $ | 2,680,112 | | |
Cost of goods sold | | | 8,481,728 | | | (7,081,996) | | | - | | | | | 1,399,732 | | |
Gross profit | | | 2,219,155 | | | (938,775) | | | - | | | | | 1,280,380 | | |
Distribution, selling and administrative expenses | | | 1,909,791 | | | (835,046) | | | - | | | | | 1,074,745 | | |
Goodwill impairment charge | | | 307,112 | | | - | | | - | | | | | 307,112 | | |
Acquisition-related and intangible amortization | | | 86,543 | | | (24,695) | | | - | | | | | 61,848 | | |
Exit and realignment charges, net | | | 110,162 | | | (63,356) | | | - | | | | | 46,806 | | |
Other operating expense, net | | | 13,316 | | | (5,717) | | | 4,764 | | 3(a) | | | 12,363 | | |
Operating (loss) income | | | (207,769) | | | (9,961) | | | (4,764) | | | | | (222,494) | | |
Interest expense, net | | | 143,804 | | | (36,238) | | | 16,554 | | 3(b) | | | 124,120 | | |
Loss on extinguishment of debt | | | 1,101 | | | - | | | - | | | | | 1,101 | | |
Other expense, net | | | 4,683 | | | (1,195) | | | - | | | | | 3,488 | | |
Loss before income taxes | | | (357,357) | | | 27,472 | | | (21,318) | | | | | (351,203) | | |
Income tax provision (benefit) | | | 5,329 | | | 15,521 | | | (5,543) | | 3(c) | | | 15,307 | | |
Net loss | | $ | (362,686) | | $ | 11,951 | | $ | (15,775) | | | | $ | (366,510) | | |
Net loss per common share: | | | | | | | | | | | | | | | | |
Basic | | $ | (4.73) | | | | | | | | | | $ | (4.78) | | 3(d) |
Diluted | | $ | (4.73) | | | | | | | | | | $ | (4.78) | | 3(d) |
See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
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ACCENDRA HEALTH, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023
(dollars in thousands, except per share data) | | | As Reported | | | Sale of P&HS | | | Transaction Adjustments | | Note Reference | | | Pro Forma Condensed Consolidated | | Note Reference |
Net revenue | | $ | 10,333,967 | | $ | (7,781,395) | | $ | - | | | | $ | 2,552,572 | | |
Cost of goods sold | | | 8,208,806 | | | (6,873,254) | | | - | | | | | 1,335,552 | | |
Gross profit | | | 2,125,161 | | | (908,141) | | | - | | | | | 1,217,020 | | |
Distribution, selling and administrative expenses | | | 1,813,559 | | | (812,672) | | | - | | | | | 1,000,887 | | |
Acquisition-related and intangible amortization | | | 101,037 | | | (26,240) | | | - | | | | | 74,797 | | |
Exit and realignment charges, net | | | 99,127 | | | (91,791) | | | - | | | | | 7,336 | | |
Other operating expense, net | | | 6,930 | | | (6,161) | | | 5,466 | | 3(a) | | | 6,235 | | |
Operating income (loss) | | | 104,508 | | | 28,723 | | | (5,466) | | | | | 127,765 | | |
Interest expense, net | | | 157,915 | | | (41,146) | | | 21,994 | | 3(b) | | | 138,763 | | |
Gain on extinguishment of debt | | | (3,518) | | | - | | | - | | | | | (3,518) | | |
Other expense, net | | | 4,837 | | | (122) | | | - | | | | | 4,715 | | |
Loss before income taxes | | | (54,726) | | | 69,991 | | | (27,460) | | | | | (12,195) | | |
Income tax benefit | | | (13,425) | | | 19,785 | | | (7,140) | | 3(c) | | | (780) | | |
Net loss | | $ | (41,301) | | $ | 50,206 | | $ | (20,320) | | | | $ | (11,415) | | |
Net loss per common share: | | | | | | | | | | | | | | | | |
Basic | | $ | (0.54) | | | | | | | | | | $ | (0.15) | | 3(d) |
Diluted | | $ | (0.54) | | | | | | | | | | $ | (0.15) | | 3(d) |
See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
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ACCENDRA HEALTH, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2022
(dollars in thousands, except per share data) | | | As Reported | | | Sale of P&HS | | | Transaction Adjustments | | Note Reference | | | Pro Forma Condensed Consolidated | | Note Reference |
Net revenue | | $ | 9,955,475 | | $ | (7,898,397) | | $ | - | | | | $ | 2,057,078 | | |
Cost of goods sold | | | 8,129,124 | | | (7,018,203) | | | - | | | | | 1,110,921 | | |
Gross profit | | | 1,826,351 | | | (880,194) | | | - | | | | | 946,157 | | |
Distribution, selling and administrative expenses | | | 1,554,821 | | | (759,669) | | | - | | | | | 795,152 | | |
Acquisition-related and intangible amortization | | | 126,972 | | | (27,579) | | | - | | | | | 99,393 | | |
Exit and realignment charges, net | | | 6,897 | | | (5,520) | | | - | | | | | 1,377 | | |
Other operating expense, net | | | (5,252) | | | 5,510 | | | 2,550 | | 3(a) | | | 2,808 | | |
Operating income | | | 142,913 | | | (92,936) | | | (2,550) | | | | | 47,427 | | |
Interest expense, net | | | 128,891 | | | (33,767) | | | 17,342 | | 3(b) | | | 112,466 | | |
Loss on extinguishment of debt | | | - | | | - | | | 3,380 | | 3(e) | | | 3,380 | | |
Other expense (income), net | | | 3,131 | | | 897 | | | - | | | | | 4,028 | | |
Income (loss) before income taxes | | | 10,891 | | | (60,066) | | | (23,272) | | | | | (72,447) | | |
Income tax (benefit) provision | | | (11,498) | | | (1,128) | | | (6,051) | | 3(c) | | | (18,677) | | |
Net income (loss) | | $ | 22,389 | | $ | (58,938) | | $ | (17,221) | | | | $ | (53,770) | | |
Net income (loss) per common share: | | | | | | | | | | | | | | | | |
Basic | | $ | 0.30 | | | | | | | | | | $ | (0.72) | | 3(d) |
Diluted | | $ | 0.29 | | | | | | | | | | $ | (0.72) | | 3(d) |
See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
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ACCENDRA HEALTH, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AT SEPTEMBER 30, 2025
(in thousands, except per share data) |
| | As Reported | | | Sale of P&HS | | | Amendment of the Receivables Sale Program | | | Repayment of Current Portion of Long-Term Debt | | Pro Forma Condensed Consolidated | |
Assets | | | | | | | | | | | | | | | |
Current assets |
| | |
| | | | | | | | | | | |
Cash and cash equivalents | | $ | 32,837 | | $ | 342,351 | | $ | (66,400) | | $ | (280,000) | | $ | 28,788 |
Accounts receivable, net | |
| 202,731 | |
| — | | | (93,600) | |
| — | | | 109,131 |
Inventories | |
| 63,847 | |
| — | | | — | |
| — | | | 63,847 |
Other current assets | |
| 68,129 | |
| — | | | — | |
| — | | | 68,129 |
Current assets held for sale - discontinued operations | | | 1,764,129 | | | (1,764,129) | | | — | | | — | | | — |
Total current assets | |
| 2,131,673 | |
| (1,421,778) | | | (160,000) | |
| (280,000) | | | 269,895 |
Patient service equipment and other fixed assets, net | |
| 259,729 | |
| | | | | |
| | | | 259,729 |
Operating lease assets | |
| 119,093 | |
| — | | | — | |
| — | | | 119,093 |
Goodwill | |
| 1,228,140 | |
| — | | | — | |
| — | | | 1,228,140 |
Intangible assets, net | |
| 165,694 | |
| — | | | — | |
| — | | | 165,694 |
Other assets, net | |
| 131,897 | |
| 19,737 | | | — | |
| — | | | 151,634 |
Total assets | | $ | 4,036,226 | | $ | (1,402,041) | | $ | (160,000) | | $ | (280,000) | | $ | 2,194,185 |
Liabilities and equity | |
| | |
| | | | | |
| | | | |
Current liabilities | |
| | |
| | | | | |
| | | | |
Accounts payable | | $ | 339,728 | | $ | — | | $ | — | | $ | — | | $ | 339,728 |
Accrued payroll and related liabilities | |
| 45,231 | |
| — | | | — | |
| — | | | 45,231 |
Current portion of long-term debt | | | 280,000 | | | — | | | — | | | (280,000) | | | — |
Other current liabilities | | | 455,203 | | | — | | | (160,000) | | | — | | | 295,203 |
Current liabilities held for sale - discontinued operations | |
| 1,345,805 | |
| (1,345,805) | | | — | |
| — | | | — |
Total current liabilities | |
| 2,465,967 | |
| (1,345,805) | | | (160,000) | |
| (280,000) | | | 680,162 |
Long-term debt, excluding current portion | |
| 1,835,261 | |
| — | | | — | |
| — | | | 1,835,261 |
Operating lease liabilities, excluding current portion | |
| 81,352 | |
| — | | | — | |
| — | | | 81,352 |
Other liabilities | |
| 83,153 | |
| — | | | — | |
| — | | | 83,153 |
Total liabilities | |
| 4,465,733 | |
| (1,345,805) | | | (160,000) | |
| (280,000) | | | 2,679,928 |
Commitments and contingencies | |
| | |
| | | | | |
| | | | |
Equity | |
| | |
| | | | | |
| | | | |
Common stock, par value $2 per share; authorized - 200,000 shares; issued and outstanding - 77,299 shares | |
| 154,598 | |
| — | | | — | |
| — | | | 154,598 |
Paid-in capital | |
| 468,469 | |
| — | | | — | |
| — | | | 468,469 |
(Accumulated deficit) retained earnings | |
| (1,022,161) | |
| (85,356) | | | — | |
| — | | | (1,107,517) |
Accumulated other comprehensive loss | |
| (30,413) | |
| 29,120 | | | — | |
| — | | | (1,293) |
Total (deficit) equity | |
| (429,507) | |
| (56,236) | | | — | |
| — | | | (485,743) |
Total liabilities and equity | | $ | 4,036,226 | | $ | (1,402,041) | | $ | (160,000) | | $ | (280,000) | | $ | 2,194,185 |
See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. | Description of the Transaction and Basis of Presentation |
Description of the Transaction
On October 7, 2025, the Company entered into the Purchase Agreement to sell the Products & Healthcare Services (P&HS) business, for an aggregate of $375 million in cash, subject to certain adjustments for cash, indebtedness, net working capital and transaction expenses. On December 31, 2025, the Company completed the Transactions.
On December 31, 2025 the Receivables Sale Program was amended to replace the P&HS segment accounts receivable with other eligible accounts receivable. On the Closing Date we had sold $94 million of eligible accounts receivable and used $66 million of proceeds from the Transactions to remove an intercompany payable of $160 million related to the P&HS accounts receivable sold under the Receivables Sale Program.
In connection with the sale of P&HS we anticipate using the proceeds to repay the $280 million current portion of long-term debt.
Basis of Presentation
The unaudited pro forma condensed consolidated financial statements are based on the Company’s historical consolidated financial statements as adjusted to give effect to the Transactions. The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022 give effect to the Transactions as if they had occurred on January 1, 2022. The P&HS segment was classified as a component of discontinued operations within the Company’s historical condensed consolidated statement of operations for the nine months ended September 30, 2025 and as a result a pro forma transaction accounting adjustment to reflect discontinued operations treatment was not needed to present pro forma continuing operations for the nine months ended September 30, 2025. The unaudited pro forma condensed consolidated balance sheet at September 30, 2025 gives effect to the Transactions as if they had occurred on September 30, 2025.
The unaudited pro forma condensed consolidated financial statements were prepared in accordance with Article 11 of SEC Regulation S-X. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed consolidated financial statements to give effect to pro forma events that are (1) directly attributable to the Transactions, (2) factually supportable, and (3) with respect to the unaudited pro forma condensed consolidated statement of operations, expected to have a continuing impact on the consolidated results.
2. | Pro Forma Adjustments |
The preliminary purchase price is based on a purchase price of $375 million in cash, subject to certain adjustments for cash, indebtedness, net working capital and transaction expense. The final purchase price will be determined subsequent to the closing of the Transactions to reflect adjustments in accordance with the Purchase Agreement, including final net working capital adjustments. The adjustments reflecting the sale of P&HS were prepared in accordance with discontinued operations guidance set forth in ASC 205, Presentation of Financial Statements (ASC 205). These amounts are considered preliminary and as such, actual amounts could differ from these estimates.
3. Pro Forma Adjustments to the Unaudited Pro Forma Condensed Consolidated Statement of Operations | ||||
(a) Other operating expense, net As described above, the Receivables Sale Program was amended as of December 31, 2025. We have included a pro forma adjustment for losses on the sale of receivables assuming $94 million in eligible | ||||
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receivables have been sold in each year presented. This is recorded within the other operating expense, net line. | ||||
| (b) | Interest expense, net | ||
Reflects the $280 million current portion of long-term debt anticipated to be repaid following the completion of the Transactions. To give effect of the Transactions occurring January 1, 2022 we have adjusted for the interest of the debt to be repaid. We have allocated interest expense, net to discontinued operations as a ratio of net assets and total debt as of the period the unaudited pro forma condensed consolidated balance sheet is presented in accordance with ASC 205, which differs from the adjustment as shown below.
| | | Years Ended December 31, | ||||||
(dollars in thousands, except per share data) | | 2024 | | 2023 | | 2022 | |||
Interest expense, net - disposal of P&HS allocation | | $ | 36,238 | | $ | 41,146 | | $ | 33,767 |
Interest expense, net - adjusted for debt to be repaid | | | (19,684) | | | (19,152) | | | (16,425) |
Transaction adjustment | | $ | 16,554 | | $ | 21,994 | | $ | 17,342 |
| (c) | Tax adjustment |
The statutory tax rate was applied, as appropriate, to the unaudited pro forma condensed consolidated statement of operations as an adjustment based on the jurisdiction in which the adjustment was expected to occur.
The adjustment reflects the impact on the unaudited pro forma condensed consolidated statement of operations from the pro forma adjustment utilizing the marginal tax rate of 26%.
Although not reflected in the unaudited pro forma condensed consolidated financial statements, the effective tax rate could be significantly different depending on activities, such as geographical mix of taxable income affecting state taxes, among other factors.
| (d) | Earnings per share |
Net loss attributable to common shareholders (basic and diluted) is adjusted in the unaudited pro forma consolidated condensed statement of operations for the years ended December 31, 2024, 2023 and 2022 to reflect the pro forma adjustments discussed above.
| (e) | Loss on extinguishment of debt |
Reflects the write-off of debt issuance costs, in connection with the repayment of $280 million in debt.
4. | Pro Forma Adjustments to the Unaudited Pro Forma Condensed Consolidated Balance Sheet | |
| (a) | Sale of P&HS |
The preliminary purchase price is based on a purchase price of $375 million in cash, subject to certain adjustments for cash, indebtedness, net working capital and transaction expense. The final purchase price will be determined subsequent to the closing of the Transactions to reflect adjustments in accordance with the Purchase Agreement, including final net working capital adjustments. The preliminary purchase price includes certain adjustments based on the balance sheet at the closing of the Transactions which differs from the unaudited pro forma condensed consolidated balance sheet presented as of September 30, 2025. The pro forma adjustments include the removal of the assets and liabilities held for sale associated with the discontinued operations and the removal of accumulated other comprehensive loss associated with P&HS as of the period presented. In addition to the cash proceeds, we will retain a 5% equity interest as described in the Purchase Agreement. The fair value of this interest has been added to other assets, net.
| (b) | Amendment of the Receivables Sale Program |
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As described above, we have amended the Receivables Sale Program to allow for additional eligible receivables to be sold. At the time of the amendment we sold $94 million of eligible receivables and removed the $160 million intercompany payable related to the P&HS accounts receivable sold under the Receivables Sale Program.
| (c) | Repayment of current portion of long-term debt |
As described above, we anticipate using the proceeds of the Transactions to repay the current portion of long-term debt of $280 million.
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