Enhabit, Inc. 8-K

What Happened
Enhabit, Inc. (EHAB) filed an 8‑K (May 5, 2026) disclosing that it entered into a merger agreement (effective February 22, 2026) under which Anchor Parent, LLC (with Merger Sub Anchor Merger Sub, Inc.) — affiliates of funds advised by Kinderhook Industries — will acquire Enhabit, with Enhabit surviving as a wholly owned subsidiary. The company filed a definitive proxy statement on April 14, 2026 and scheduled a special stockholder meeting for May 12, 2026 to vote on the Merger. In response to litigation and stockholder demand letters, Enhabit supplemented its proxy with additional background, confidentiality/standstill details, and expanded disclosure of Goldman Sachs’ valuation analyses and the company’s financial projections.

Key Details

• Parties and timing: Merger Agreement executed Feb 22, 2026; definitive proxy filed Apr 14, 2026; special meeting set for May 12, 2026. Buyer: Anchor Parent, LLC (Kinderhook‑affiliated).
• Litigation: Three complaints filed in New York Supreme Court — Johnson (Apr 21, 2026), Thompson (Apr 22, 2026) and Delman (Apr 28, 2026) — alleging omissions/misrepresentations in the proxy about projections, valuation inputs, conflicts of interest and process; plaintiffs seek injunctions, rescission, damages and fees. The company also received demand letters seeking additional disclosures.
• Financial / valuation disclosures added: Goldman Sachs’ analyses (using the 2025 and 2026 10‑Year Models) produced multiple illustrative per‑share ranges, including roughly $10.41–$16.26, $13.28–$21.51 and a reference range $12.72–$29.57 per share (various methods), and a premium‑based range of $12.45–$19.61 per share. Management projections (selected 2026 figures from the 2026 10‑Year Model): Adjusted EBITDA ~$117M and Unlevered Free Cash Flow ~$87M for 2026. Balance-sheet items used in analyses: total debt ≈ $448M and cash ≈ $58.6M (including litigation proceeds).
• Proxy background clarifications: numerous additions on timing and terms of confidentiality/standstill agreements with potential counterparties, the Board’s strategic review steps, negotiation history (including removal of a CVR and go‑shop changes), and Goldman Sachs’ conflict disclosures and methodologies (discount rates, terminal growth, CAPM inputs).

Why It Matters
This filing confirms a definitive acquisition agreement that would take Enhabit private under a Kinderhook‑affiliated buyer, but completion depends on stockholder approval, closing conditions and financing. The lawsuits and demand letters allege disclosure deficiencies and seek to block or unwind the vote or deal; Enhabit supplemented its proxy to address those claims and to reduce the risk of litigation delaying the Merger. Investors should review the definitive proxy and the supplemental disclosures carefully — they contain updated financial projections, the valuation ranges Goldman Sachs relied on, the parties involved, and litigation risk that could affect timing, deal terms or value realization.