{"schema_version":"secwatch.filing_event.v1","accession":"0001766400-25-000113","form_type":"8-K","ticker":"PNTG","cik":"0001766400","company_name":"Pennant Group, Inc.","filed_at":"2025-10-02T23:59:59+00:00","discovered_at":"2026-05-14T18:02:40.365019+00:00","generated_at":"2026-05-17T04:56:48.259207+00:00","sec_items":["2.01","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Pennant completes $146.5M acquisition of 54 home health/hospice locations from UnitedHealth/Amedisys","bullets":["Acquisition includes home health, hospice and personal care operations in Tennessee, Georgia and Alabama.","Total cash consideration of $146.5 million for 54 locations; two-thirds of revenue from home health, one-third from hospice.","Transaction stems from antitrust divestiture required for UnitedHealth/Amedisys merger with DOJ settlement.","Transition services agreement in place; Pennant prepared throughout 2025 to execute the deal."],"urls":{"canonical":"https://secwatch.observer/filing/0001766400-25-000113","json":"https://secwatch.observer/filing/0001766400-25-000113.json","markdown":"https://secwatch.observer/filing/0001766400-25-000113.md","text":"https://secwatch.observer/filing/0001766400-25-000113.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1766400/000176640025000113/0001766400-25-000113-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1766400/000176640025000113/pntg-20251002.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T04:56:48.259207+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"c1cf1b1bd465353ccffec1784909d8695aa6d0b1","claim":"Pennant Group, Inc. completed an acquisition involving UnitedHealth Group Incorporated, Amedisys, Inc. and certain other sellers for $146,531,160 in cash (closed 2025-10-01).","evidence_excerpt":"to the business of providing home health, hospice, or palliative care services through certain providers (the “Transaction”). The total consideration for the Transaction was $146,531,160 in cash, which is subject to certain post-closing adjustments pursuant to the Purchase Agreement, as amended by the Amendment. Except for the Transaction, there are no material","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1766400/000176640025000113/0001766400-25-000113-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0000107140-26-000034","ticker":"WLY","company_name":"JOHN WILEY & SONS, INC.","filed_at":"2026-06-02T12:30:39+00:00","headline":"Wiley acquires Emerald Publishing for $452M; adds ~500 journals, expected accretive in year one","event_type":"m_and_a","sec_items":["1.01","2.01","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000107140-26-000034","json":"https://secwatch.observer/filing/0000107140-26-000034.json","markdown":"https://secwatch.observer/filing/0000107140-26-000034.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/jwa-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"to the business of providing home health, hospice, or palliative care services through certain providers (the “Transaction”). The total consideration for the Transaction was $146,531,160 in cash, which is subject to certain post-closing adjustments pursuant to the Purchase Agreement, as amended by the Amendment. Except for the Transaction, there are no material","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1766400/000176640025000113/0001766400-25-000113-index.htm","comparable_excerpt":"pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 million)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm"}},{"accession":"0001213900-26-063775","ticker":"ESAB","company_name":"ESAB Corp","filed_at":"2026-06-02T10:41:21+00:00","headline":"ESAB completes $1.45B acquisition of Eddyfi Technologies","event_type":"m_and_a","sec_items":["2.01","3.02","5.03","3.03","7.01","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063775","json":"https://secwatch.observer/filing/0001213900-26-063775.json","markdown":"https://secwatch.observer/filing/0001213900-26-063775.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/ea0292710-8k_esab.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"to the business of providing home health, hospice, or palliative care services through certain providers (the “Transaction”). The total consideration for the Transaction was $146,531,160 in cash, which is subject to certain post-closing adjustments pursuant to the Purchase Agreement, as amended by the Amendment. Except for the Transaction, there are no material","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1766400/000176640025000113/0001766400-25-000113-index.htm","comparable_excerpt":"Québec and a wholly owned indirect subsidiary of the Company (the “ Purchaser ”), acquired\nall of the issued and outstanding shares of Eddyfi from the vendors for cash equal to $1.45 billion, subject to customary purchase price\nadjustments set forth in the Purchase Agreement relating to cash, indebtedness, transaction expenses, and net working capital of Eddyfi,\nits","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"to the business of providing home health, hospice, or palliative care services through certain providers (the “Transaction”). The total consideration for the Transaction was $146,531,160 in cash, which is subject to certain post-closing adjustments pursuant to the Purchase Agreement, as amended by the Amendment. Except for the Transaction, there are no material","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1766400/000176640025000113/0001766400-25-000113-index.htm","comparable_excerpt":"KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001574085-26-000093","ticker":"BHR","company_name":"Braemar Hotels & Resorts Inc.","filed_at":"2026-06-01T20:11:33+00:00","headline":"Braemar completes sale of Park Hyatt Beaver Creek for $176M; repays $86.25M convertible notes","event_type":"m_and_a","sec_items":["2.01","7.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001574085-26-000093","json":"https://secwatch.observer/filing/0001574085-26-000093.json","markdown":"https://secwatch.observer/filing/0001574085-26-000093.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/bhr-20260526.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"to the business of providing home health, hospice, or palliative care services through certain providers (the “Transaction”). The total consideration for the Transaction was $146,531,160 in cash, which is subject to certain post-closing adjustments pursuant to the Purchase Agreement, as amended by the Amendment. Except for the Transaction, there are no material","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1766400/000176640025000113/0001766400-25-000113-index.htm","comparable_excerpt":"On May 26, 2026, Ashford BC LP and Ashford TRS BC LLC (together “Seller”), indirect subsidiaries of Braemar Hotels & Resorts Inc. (the “Company”), completed the sale of the Park Hyatt Beaver Creek Resort & Spa located in Avon, Colorado (the “Hotel”) pursuant to an Agreement of Purchase and Sale, dated as of April 27, 2026, by and among Seller and Apres Owner, LLC, as purchaser, for $176 million in cash, subject to customary pro-rations and adjustments.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm"}},{"accession":"0001104659-26-068666","ticker":"THR","company_name":"Thermon Group Holdings, Inc.","filed_at":"2026-06-01T13:24:24+00:00","headline":"CECO Environmental completes acquisition of Thermon Group; THR shares delisted from NYSE","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068666","json":"https://secwatch.observer/filing/0001104659-26-068666.json","markdown":"https://secwatch.observer/filing/0001104659-26-068666.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/0001104659-26-068666-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/tm2616040d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"to the business of providing home health, hospice, or palliative care services through certain providers (the “Transaction”). The total consideration for the Transaction was $146,531,160 in cash, which is subject to certain post-closing adjustments pursuant to the Purchase Agreement, as amended by the Amendment. Except for the Transaction, there are no material","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1766400/000176640025000113/0001766400-25-000113-index.htm","comparable_excerpt":"On June 1, 2026 (the \"Closing Date\"), following approval by the stockholders of both CECO and Thermon at an annual meeting and special meeting, respectively, held on May 27, 2026, the Mergers and the other transactions contemplated by the Merger Agreement (collectively, the \"Transactions\") were consummated.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/0001104659-26-068666-index.htm"}},{"accession":"0001104659-26-068661","ticker":"CECO","company_name":"CECO ENVIRONMENTAL CORP","filed_at":"2026-06-01T13:16:29+00:00","headline":"CECO Environmental completes acquisition of Thermon Group Holdings, issues ~22.5M shares and pays $329.4M cash","event_type":"m_and_a","sec_items":["2.01","2.03","5.02","5.03","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068661","json":"https://secwatch.observer/filing/0001104659-26-068661.json","markdown":"https://secwatch.observer/filing/0001104659-26-068661.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/0001104659-26-068661-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/tm2616015d2_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"to the business of providing home health, hospice, or palliative care services through certain providers (the “Transaction”). The total consideration for the Transaction was $146,531,160 in cash, which is subject to certain post-closing adjustments pursuant to the Purchase Agreement, as amended by the Amendment. Except for the Transaction, there are no material","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1766400/000176640025000113/0001766400-25-000113-index.htm","comparable_excerpt":"On June 1, 2026 (the “Closing Date”), the Company consummated the previously announced merger with Thermon in accordance with the terms of the Merger Agreement.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/0001104659-26-068661-index.htm"}},{"accession":"0001493152-26-025709","ticker":"NNE","company_name":"Nano Nuclear Energy Inc.","filed_at":"2026-05-29T10:30:26+00:00","headline":"Nano Nuclear acquires STS for up to $13M, adds nuclear logistics and $7.1M revenue","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","5.02","7.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-025709","json":"https://secwatch.observer/filing/0001493152-26-025709.json","markdown":"https://secwatch.observer/filing/0001493152-26-025709.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/0001493152-26-025709-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"to the business of providing home health, hospice, or palliative care services through certain providers (the “Transaction”). The total consideration for the Transaction was $146,531,160 in cash, which is subject to certain post-closing adjustments pursuant to the Purchase Agreement, as amended by the Amendment. Except for the Transaction, there are no material","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1766400/000176640025000113/0001766400-25-000113-index.htm","comparable_excerpt":"“STS Acquisition”). The closing of the STS Acquisition occurred on May 22, 2026 (the “Closing Date”). Pursuant\nto the Purchase Agreement, the Buyer Parties agreed to pay up to $13.0 million in total consideration for STS, consisting of (i) approximately\n$6.0 million in cash (the “Closing Cash Consideration”), subject to adjustment under certain conditions within 180","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/0001493152-26-025709-index.htm"}},{"accession":"0001193125-26-246175","ticker":"AVO","company_name":"Mission Produce, Inc.","filed_at":"2026-05-29T10:02:29+00:00","headline":"Mission Produce completes acquisition of Calavo Growers for $26.05 per share","event_type":"m_and_a","sec_items":["2.01","5.02","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-246175","json":"https://secwatch.observer/filing/0001193125-26-246175.json","markdown":"https://secwatch.observer/filing/0001193125-26-246175.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1802974/000119312526246175/0001193125-26-246175-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1802974/000119312526246175/d227819d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"to the business of providing home health, hospice, or palliative care services through certain providers (the “Transaction”). The total consideration for the Transaction was $146,531,160 in cash, which is subject to certain post-closing adjustments pursuant to the Purchase Agreement, as amended by the Amendment. Except for the Transaction, there are no material","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1766400/000176640025000113/0001766400-25-000113-index.htm","comparable_excerpt":"(i) a number of validly issued, fully paid and nonassessable shares of common stock, par value $0.001 per share, of Mission Produce (“ Mission Produce Shares ”) equal to 0.9790 (the “ Exchange Ratio ” and such shares the “ Per Share Stock Consideration ”), subject to the right to receive cash in lieu of fractional Mission Produce Shares, if any, into","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1802974/000119312526246175/0001193125-26-246175-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}