---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-003585"
form_type: "8-K"
ticker: null
cik: "0001303313"
company_name: "LHC Group, Inc"
filed_at: "2023-02-22T23:59:59+00:00"
generated_at: "2026-06-19T04:22:17.014367+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# LHC Group completes $170/share acquisition by UnitedHealth Group; stock to be delisted

## Summary
- Each LHCG share converted into $170 cash; total equity value ~$5.4B based on shares outstanding.
- Company repaid ~$796M in outstanding obligations under senior credit facilities upon closing.
- LHCG requested Nasdaq to delist common stock; intends to file Form 15 to suspend SEC reporting.
- All directors and officers except Keith G. Myers and Joshua L. Proffitt ceased as of closing.
- Certificate of incorporation and bylaws amended and restated effective immediately.

## SEC filing metadata
- accession: 0000950170-23-003585
- form_type: 8-K
- cik: 0001303313
- company_name: LHC Group, Inc
- filed_at: 2023-02-22T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.02, 2.01, 3.01, 3.03, 5.03, 5.01, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1303313/000095017023003585/0000950170-23-003585-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1303313/000095017023003585/lhcg-20230222.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-003585
- JSON: https://secwatch.observer/filing/0000950170-23-003585.json
- Plain text: https://secwatch.observer/filing/0000950170-23-003585.txt

## Key facts
- Governance Changes
  LHC Group, Inc: Amended and restated bylaws in their entirety.
  - Change: bylaw amendment
  source text: the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the consummation of the Merger, were each amended and restated in their entirety, effective as of the Effective Time.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1303313/000095017023003585/0000950170-23-003585-index.htm
- Governance Changes
  LHC Group, Inc: Amended and restated certificate of incorporation in its entirety.
  - Change: charter amendment
  source text: the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the consummation of the Merger, were each amended and restated in their entirety, effective as of the Effective Time.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1303313/000095017023003585/0000950170-23-003585-index.htm
- M&A Transactions
  LHC Group, Inc underwent a change of control involving UnitedHealth Group Incorporated for $170.00 per share in cash (closed 2023-02-22).
  - Action: change of control
  - Counterparty: UnitedHealth Group Incorporated
  - Consideration: $170.00 per share in cash
  - Closing: 2023-02-22
  source text: with respect to their shares) was automatically converted into the right to receive an amount in cash, without interest and subject to any applicable withholding taxes, equal to $170.00 (the “Per Share Merger Consideration”) and cancelled and ceased to exist. At the Effective Time, the equity-based awards of the Company outstanding as of immediately prior to the
  evidence_url: https://www.sec.gov/Archives/edgar/data/1303313/000095017023003585/0000950170-23-003585-index.htm
- Material Agreements
  LHC Group, Inc terminated Credit Agreement with lenders party thereto from time to time, and J.P. Morgan Chase Bank, N.A., as administrative agent valued at approximately $796 million (effective 2023-02-22).
  - Action: termination
  - Agreement: credit facility
  - Counterparty: lenders party thereto from time to time, and J.P. Morgan Chase Bank, N.A., as administrative agent
  - Value: approximately $796 million
  - Effective: 2023-02-22
  source text: In connection with the consummation of the Merger, on February 22, 2023, the Company terminated the Amended and Restated Credit Agreement, dated as of August 3, 2021, by and among the Company, the lenders party thereto from time to time, and J.P. Morgan Chase Bank, N.A., as administrative agent (as amended, the “Credit Agreement”) governing its senior secured term loan facility and its revolving credit facility (such facilities, collectively, the “Senior Credit Facilities”). The Company paid an aggregate amount of approximately $796 million in satisfaction of all of its outstanding obligations under the Senior Credit Facilities in accordance with the terms of the Credit Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1303313/000095017023003585/0000950170-23-003585-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.