Dallas-based Enhabit Home Health & Hospice is set to leave the public markets after agreeing to a $1.1 billion all-cash sale to Kinderhook Industries, handing the New York private equity firm full control of the home-care operator. The deal, which pays Enhabit shareholders $13.80 a share, won unanimous approval from Enhabit’s board and is expected to close in the second quarter of 2026, pending shareholder and regulatory sign offs.
Deal details and timeline
Under the definitive agreement, Enhabit stockholders will receive $13.80 per share in cash, a roughly 24.4% premium to the company’s Feb. 20 closing price and a 33.8% premium to its 60-day VWAP, in a press release via Enhabit. Once the transaction closes, Enhabit will be taken private and its stock will be delisted.
President and CEO Barb Jacobsmeyer called the agreement “a terrific outcome for stockholders, clinicians, caregivers, patients and their families” and said Kinderhook’s backing will support long-term investments in people, clinical excellence and innovation, according to the same release. The company also disclosed that certain executive officers have signed voting and support agreements to back the deal and that Enhabit will not issue 2026 financial guidance while the merger is pending.
Terms, approvals and fees
The merger agreement, filed in a Form 8-K, shows the deal is supported by equity commitments and committed debt financing and is subject to customary conditions such as majority stockholder approval and Hart-Scott-Rodino clearance, as filed in the Form 8-K. The filing lays out a $24.5 million company termination fee and a $44.6 million reverse termination fee if the deal is terminated before closing.
Those protections, combined with support agreements from certain holders, make it tougher for a rival bidder to successfully crash the party during the review period. Any competing proposal would have to overcome both the break-up fees and the existing commitments already locked in.
What this means for care and the market
Kinderhook said it plans to grow and foster Enhabit and help remove barriers so teams can stay focused on patients, signaling that it intends to invest in clinical operations and technology, per an announcement via Kinderhook. That fits with a broader wave of private capital targeting home health and hospice as aging demographics and reimbursement shifts push more care into the home, a trend highlighted by industry coverage at HLTH.
For patients and families, the companies say the operation will continue under the Enhabit name and brand after closing, so the logo on the nurse’s badge is expected to stay the same even as the ownership behind it changes.
Local picture and next steps
Enhabit operates 249 home-health locations and 117 hospice sites across 34 states while keeping its corporate headquarters in Dallas, according to local outlet Dallas Innovates. The company said it expects to announce a special stockholder meeting and file proxy materials with the SEC in the coming weeks. If stockholders and regulators sign off, the transaction could wrap in the second quarter of 2026.
Management has emphasized continuity of care and staffing as priorities during the transition, signaling that the focus, at least publicly, is on keeping front-line operations steady while the ownership structure shifts behind the scenes.
Regulatory check and what to watch
The Form 8-K warns that the deal could fail to close if regulatory approvals, stockholder votes, financing conditions or a material adverse change get in the way, so the next few months will determine whether the transaction actually crosses the finish line, per the Form 8-K. Investors should watch for the proxy statement and the official vote date, while regulators will be reviewing whether the tie-up raises any competition concerns.
Both sides say they already have financing commitments in place, which reduces, but does not completely eliminate, the risk that the deal could fall apart for funding reasons.
Who advised whom
Enhabit named Goldman Sachs & Co. LLC as its financial advisor and Jones Day as legal counsel, while Guggenheim Securities and law firm Kirkland & Ellis are advising Kinderhook, according to counsel notices from Kirkland & Ellis. Those advisors are steering the companies through the proxy process and regulatory reviews, the standard gauntlet for deals of this size, and are already lining up filings and lender commitments ahead of the stockholder vote.
For Dallas, the deal keeps a national home-care operator headquartered in the city while shifting ownership to a New York private equity firm, underscoring that investor appetite for home-based care is still very much alive. Watch for Enhabit’s SEC filings and the special meeting notice later this spring for the definitive dates and next steps.
