Enhabit Elaborates on Decision to Remain a Standalone Company

Dallas-headquartered Enhabit Inc. (NYSE: EHAB) has provided a wider view into its decision to remain a standalone business.

On Thursday, the company filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (SEC), part of completing its recent strategic review process. The statement detailed the company’s recent decision not to pursue a sale, merger or other strategic alternative.

The statement was also filed in connection with Enhabit’s upcoming annual meeting and comes alongside pushback from a minority investor of the company, AREX Capital Management, and its affiliates. AREX recently notified Enhabit of its intent to nominate seven new candidates to join the ranks of the company’s board. If elected, the move would give AREX the lion’s share of Enhabit’s nine-member board, at least from a preference standpoint.


“After nine months and having received no actionable proposals, despite giving the most interested parties an abundance of time to submit such a proposal, the board unanimously determined to conclude the strategic review,” Enhabit’s board of directors stated in a press release. “We are disappointed that AREX has initiated a proxy contest to take control of the board in the wake of the extensive strategic review that they demanded.”

AREX has been an investor of Enhabit since the company spun off from Encompass Health Corporation (NYSE: EHC) in July 2022. The company owns 4.8% of Enhabit’s shares. Last August AREX urged the company to consider a full and fair sale process.

The consideration was in part driven by recent large-scale transactions in the home health and hospice space. These included UnitedHealth Group (NYSE: UNH) subsidiary Optum’s $5.4 billion acquisition of LHC Group in February 2023, with the company also inking a deal to purchase Amedisys Inc. (NASDAQ: AMED) for $3.3 billion last June.


Enhabit has 112 hospice locations and 255 home health locations across 34 states.

Enhabit’s revenue reached $262.4 million in the first quarter, with its home health segment bringing in $213.2 million of that total. The company’s hospice services revenue reached $49.2 million, decreasing slightly by 0.2% year-over-year.

Enhabit reached out to a “significant number of potentially interested third parties,” as part of its strategic review process, the company’s board stated. Three of the interested investors were companies sponsored by Goldman Sachs, two of which offered valuation ranges of $10–$12 per share. Another unnamed strategic buyer proposed an all-stock consideration without a share price/valuation.

Ultimately the company did not receive formal proposals and its board unanimously decided to terminate the strategic review earlier this month, a process that involved 38 potential counterparties, according to Enhabit.

“Enhabit’s strategic alternatives process was robust and included outreach to a significant number of potentially interested third parties,” the board of directors said. “In addition, Enhabit issued a public announcement of the process to ensure that other potential counterparties would be aware of the process. We remain confident the company has taken the right steps to improve financial and operational results, enhance growth and create significant value for all Enhabit stockholders.”

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