Accendra Health Launches Comprehensive Debt Exchange and Refinancing Initiative
Accendra Health, has initiated a broad debt restructuring transaction designed to strengthen its balance sheet, extend debt maturities, and secure new capital through a combination of exchange offers, consent solicitations, and a new secured financing arrangement. The company announced that holders of its outstanding senior notes are being offered the opportunity to exchange existing debt securities for newly issued secured notes with later maturities and higher coupon rates.
The transaction covers all outstanding 4.500% Senior Notes due 2029 and 6.625% Senior Notes due 2030, collectively referred to as the Existing Notes. Through the exchange offers, Accendra Health aims to replace a substantial portion of its current unsecured debt obligations with newly issued secured instruments that provide enhanced collateral protection to participating investors while improving the company’s long-term financial flexibility.
Under the proposed transaction, eligible holders of the 2029 Notes who participate in a related new-money financing will be able to exchange their holdings for a combination of newly issued 9.000% Senior Secured First Lien Notes due 2032 and 9.750% Senior Secured Second Lien Notes due 2033. Investors holding 2029 Notes who elect not to participate in the financing component, as well as holders of the 2030 Notes, will receive Second Lien Notes as exchange consideration.
In addition to the debt exchange offers, the company is seeking approval from noteholders for a series of amendments to the governing indentures of the Existing Notes. The proposed amendments would remove most affirmative and negative covenants currently applicable to the notes, eliminate certain events of default, revise provisions governing mergers and consolidations, and modify or remove other contractual protections, including provisions related to defeasance. According to the company, these amendments are intended to facilitate the restructuring and align the existing debt agreements with the new capital structure.
New Capital Raise Supports Refinancing Plan
A key component of the refinancing initiative is the issuance of $326.25 million in new First Lien Notes for cash. This financing transaction is being conducted simultaneously with the exchange offers and is intended to provide fresh capital to support the company’s strategic objectives and debt restructuring efforts.
The newly issued notes will be secured by substantially all assets pledged by the company’s existing and future wholly owned domestic subsidiaries, including entities that currently guarantee the outstanding notes. By introducing a secured debt layer into its capital structure, Accendra Health seeks to strengthen investor confidence while obtaining longer-term financing.
Eligible holders of 2029 Notes who wish to receive enhanced exchange consideration as New Money Participants must not only tender their existing notes before the designated early participation deadline but must also contribute their proportional share of approximately $65.25 million of new First Lien Notes through a cash investment. Investors satisfying these requirements will receive a package consisting of both First Lien and Second Lien Notes.
Significant Creditor Support Already Secured
The company disclosed that it entered into a Commitment and Consent Agreement on May 11, 2026, with a group of existing noteholders and lenders. Under the agreement, participating creditors committed to support the exchange offers and consent solicitations by tendering their existing notes and approving the proposed amendments.
According to Accendra Health, these supporting investors have agreed to tender virtually all outstanding principal amount of the 2029 Notes and approximately 83% of the aggregate outstanding principal amount of the 2030 Notes, subject to the conditions outlined in the agreement. Their support significantly increases the likelihood that the company will obtain the approval thresholds required to complete the transaction.
Several participating investors have also agreed to act as backstop providers for the new financing. These parties have committed to purchase their allocated share of $261 million of First Lien Notes and potentially acquire up to an additional $65.25 million if other eligible noteholders do not fully subscribe to the financing offering.
As compensation for providing this commitment, Accendra Health will pay the backstop participants a cash premium equal to 3.5% of the aggregate principal amount of the new First Lien Notes purchased under the arrangement.
Exchange Consideration Structure
The exchange offer provides different consideration depending on the type of investor and the timing of participation.
For holders of the 2029 Notes who participate in the new-money financing and tender before the early deadline, each $1,000 principal amount tendered may be exchanged for approximately $298 of First Lien Notes and $596 of Second Lien Notes, in addition to accrued and unpaid interest through the early settlement date.
Backstop participants will receive consideration based on their proportional allocation of First Lien and Second Lien Notes under the commitment agreement.
Eligible holders of 2029 Notes who choose not to participate in the financing component but tender before the early deadline will receive $855 principal amount of Second Lien Notes for each $1,000 principal amount tendered. Those tendering after the early participation deadline but before expiration will receive $835 principal amount of Second Lien Notes per $1,000 tendered.
Holders of the 2030 Notes who participate before the early deadline will receive $865 principal amount of Second Lien Notes for every $1,000 principal amount tendered. Those tendering after the early participation deadline but before expiration will receive $845 principal amount of Second Lien Notes per $1,000 principal amount tendered.
The company noted that accrued and unpaid interest will be paid in cash for accepted tenders through the early settlement date. No separate compensation will be paid solely for providing consent to the proposed amendments.
Key Deadlines for Participation
The exchange offers and consent solicitations are scheduled to expire at 5:00 p.m. New York City time on June 22, 2026, unless extended by the company.
Investors seeking to qualify for the higher early exchange consideration must tender their notes no later than June 9, 2026. This date also serves as the deadline for withdrawing previously tendered notes or revoking consents, except where additional withdrawal rights are required under applicable law.
For eligible holders of 2029 Notes participating in the new-money financing component, the required cash contribution must be delivered by June 10, 2026.
The company retains the right, subject to applicable law, to extend or modify any of these deadlines independently without affecting other portions of the transaction.
Participation Requirements
Accendra Health stated that participating investors must tender all of their holdings through the Depository Trust Company’s Automated Tender Offer Program (ATOP). Partial tenders will not be accepted.
Investors must select the appropriate participation category when submitting tenders, including New Money Participant, Backstop Participant, or Other Eligible Participant. Each category corresponds to a different exchange consideration structure.
Existing Notes will only be accepted in minimum principal amounts of $2,000 and integral multiples of $1,000 thereafter. The newly issued First Lien and Second Lien Notes will be issued in denominations of $1 and multiples thereof. Any fractional entitlement resulting from the exchange calculations will be rounded down to the nearest whole dollar, with no cash paid in lieu of fractional amounts.
Conditions to Completion
Completion of the refinancing transaction remains subject to a variety of customary conditions. Among the most significant is the requirement that holders representing at least a majority of the outstanding principal amount of each series of Existing Notes approve the proposed indenture amendments.
The company also must satisfy several additional financing and operational conditions described in the confidential offering memorandum. Accendra Health reserves the right to amend, extend, terminate, or withdraw any portion of the exchange offers, consent solicitations, or financing transactions if those conditions are not met or waived.
Securities Law Considerations
The newly issued notes have not been registered with the U.S. Securities and Exchange Commission under the Securities Act of 1933 and are being offered only to qualified institutional buyers and certain non-U.S. investors through exemptions from registration requirements. Participation is therefore limited to investors meeting specific eligibility criteria.
Accendra Health emphasized that the exchange offers and consent solicitations are being conducted solely pursuant to the confidential offering memorandum and related documentation. The company, its advisors, trustees, exchange agent, information agent, and affiliated parties are not making any recommendation regarding participation. Investors are encouraged to review all relevant materials carefully and evaluate the risks and benefits independently before making a decision.
Through this extensive refinancing initiative, Accendra Health aims to secure new liquidity, extend debt maturities, obtain strong creditor support, and establish a more sustainable capital structure capable of supporting its long-term operational and strategic objectives.
About Accendra Health
Accendra Health, Inc. (NYSE: ACH) is a leading nationwide provider of products, technology and services that support health beyond the hospital for millions of people each year. We connect patients, providers, and insurers, delivering innovative solutions that help promote better health outcomes and improve quality of life for people living with chronic, complex health conditions. Backed by the industry-leading expertise of our Apria and Byram brands, Accendra Health is reimagining the future of home-based care.
