Thrive SPC is one of the largest independent providers of pediatric home care, operating 23 locations across seven states: Arizona, Georgia, Kansas, New Mexico, North Carolina, Virginia, and Texas. It primarily provides skilled Private Duty Nursing services, along with Pediatric Therapy, Licensed Health Aide Services, and Certified Nurse Assistant Services. Aveanna said the combination creates an enhanced footprint in states where it already operates while introducing its care model into two new states.
Jeff Shaner, Chief Executive Officer of Aveanna, said in the announcement: "Thrive SPC is an exceptional cultural and geographical fit for us and reinforces our strategic mission of remaining the leader in delivering high quality care while bringing unprecedented value and clinical innovation to our payors and stakeholders." Ross Stern, a Managing Director at Summit Partners, said: "We believe Aveanna is an ideal partner for Thrive SPC, given the combined company's shared vision for delivering the highest quality care to patients and innovative and cost-effective solutions to its payors."
According to Aveanna's Form 10-Q for the quarter ended June 28, 2025, the company paid approximately $75.7 million in total consideration at closing on June 2, 2025, comprising $15.855 million in cash and $59.838 million in share-based consideration, consisting of 11,184,588 shares of common stock (approximately 11.2 million shares) valued at the opening market price on the closing date. Approximately 1.3 million of the issued shares were placed in escrow for up to 12 months following closing to support indemnification and other obligations under the merger agreement. The shares were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act.
The 10-Q disclosed a preliminary purchase price allocation: total identifiable net assets acquired of $11.515 million (including $5.0 million of license intangibles and $0.54 million of trade name intangibles, net of assumed liabilities such as accrued payroll and other current liabilities), against total consideration of $75.693 million, resulting in preliminary goodwill of $64.178 million. Aveanna stated that goodwill is primarily attributable to expected synergies from the acquisition, though no specific dollar synergy target or phase-in timeline was disclosed. All of the goodwill was allocated to Aveanna's Private Duty Services (PDS) segment. Aveanna explicitly stated that pro forma financial information for the acquisition was not provided because it was not material to the company's consolidated results of operations, and that Thrive's results were not significant for the six-month period ended June 28, 2025. The company also recorded $3.4 million of acquisition-related transaction costs in the second quarter of 2025 ($3.5 million for the six-month period), which were cited as a drag on corporate expenses in that period.
Edge Healthcare Partners served as financial advisor to Aveanna, and Bass, Berry & Sims provided legal counsel to Aveanna. Cantor Fitzgerald & Co. served as financial advisor to Thrive SPC, while Ropes & Gray LLP served as Thrive SPC's legal advisor.
The transaction has closed. No earnout, exchange ratio, EV/EBITDA multiple, financing-related new debt issuance, or EPS accretion/dilution guidance was disclosed in the filings reviewed. The merger agreement itself (dated April 1, 2025) was not filed as an exhibit to any 8-K reviewed, so its specific termination fee, closing conditions, and other negotiated deal terms beyond the price and advisor disclosures above remain non-public.