The Pennant Group Inc.
10/04/2024 | Press release | Distributed by Public on 10/04/2024 14:09
Material Agreement Form 8 K
Item 1.01. Entry into a Material Definitive Agreement.
On October 2, 2024, The Pennant Group, Inc. (the "Company") closed the public offering (the "Offering") of 4,025,000 shares of its common stock, $0.001 par value per share ("common stock"). In connection with the Offering, the Company entered into an underwriting agreement, dated as of October 2, 2024 (the "Underwriting Agreement"), with Citigroup Global Markets Inc. and Truist Securities, Inc., as representatives of the several underwriters named therein, to issue and sell 4,025,000 shares of common stock, including 525,000 shares of common stock due to the exercise in full of the underwriters' option to purchase additional shares. The shares were offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-281302). The net proceeds to the Company from the offering, after underwriting discounts and commissions and before expenses, is approximately $118.5 million.
The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. A copy of the opinion of Sidley Austin LLP relating to the legality of the issuance and sale of the securities in the offering is attached as Exhibit 5.1 hereto.