Business Context and Reporting Period
This Form 8-K, dated December 24, 2025, reports events occurring on the Closing Date of December 31, 2025. The registrant, Owens & Minor, Inc., completed the sale of its Products & Healthcare Services (P&HS) business to Dominion Healthcare Acquisition Corporation. Concurrently, the company amended its charter to change its corporate name to Accendra Health, Inc., effective December 31, 2025, with new ticker symbol "ACH" expected to trade on the NYSE starting January 2, 2026.
Key Financial Metrics and Agreements
- Sale Proceeds: The company sold its P&HS business for an aggregate of $375 million in cash, subject to adjustments for cash, indebtedness, net working capital, and transaction expenses.
- Receivables Program: Entered into an Amended & Restated Receivables Purchase Agreement allowing for the sale of accounts receivable up to $150 million on a limited-recourse basis. Proceeds are available for general corporate purposes.
- Debt and Guarantees: Entities associated with the sold P&HS business were released from obligations under the company's Term Loan Credit Agreement, Credit Agreement, and related Indentures. The company provided a Performance Guaranty for the new receivables program but does not guarantee collection of receivables uncollectible due to debtor insolvency.
- Liquidity: The filing does not provide specific post-transaction liquidity balances or cash flow statements; pro forma financial information is scheduled for filing within four business days.
Material Changes Versus Prior Period
- Asset Disposition: The company divested its entire P&HS business, a material change in its operational scope.
- Corporate Identity: Legal name changed from Owens & Minor, Inc. to Accendra Health, Inc.
- Executive Leadership: Andrew G. Long (CEO of P&HS) and Michael W. Lowry (Principal Accounting Officer) ceased to be officers. Jonathan A. Leon (CFO) assumed the role of Principal Accounting Officer.
- Compensation Plans: The Executive Deferred Compensation and Retirement Plan (EDCRP) was amended to terminate participation for the sold business and freeze contributions for all other participants effective January 1, 2026.
Guidance, Outlook, and Risks
- Transition Services: The company will provide customary transition services to the purchaser post-closing.
- Receivables Program Risks: The new $150 million receivables program contains termination events, including failure to pay amounts due, defaults on other indebtedness, change of control, and bankruptcy. The program terminates on October 18, 2027.
- Financial Reporting: Unaudited pro forma condensed financial information reflecting the transactions will be filed via amendment to this 8-K within four business days of the closing date.
- Management Commentary: The filing focuses on the completion of the transaction and structural changes rather than providing forward-looking revenue or earnings guidance for the remaining business.
Investor Verification Checklist
- Verify the final adjusted purchase price of the P&HS business after working capital and expense adjustments.
- Review the upcoming pro forma financial statements to assess the impact of the divestiture on the company's remaining balance sheet and liquidity.
- Confirm the effective date and trading details for the new ticker symbol "ACH" on the NYSE.
- Examine the specific terms of the transition services agreement to understand ongoing operational obligations.
- Monitor the utilization and performance of the new $150 million receivables sale program.