| Item 1. | |
| (a) | Name of issuer:
Aveanna Healthcare Holdings Inc. |
| (b) | Address of issuer's principal executive offices:
400 Interstate North Parkway, SE, Suite 1600, Atlanta, GA 30339 |
| Item 2. | |
| (a) | Name of person filing:
i) PSA Healthcare Investment Holdings LLC is a Delaware limited liability company whose managing member is Whitney Strategic Partners VII, L.P., a Delaware limited partnership. The name of the general partner of Whitney Strategic Partners VII, L.P. is J.H. Whitney Equity Partners VII, LLC, a Delaware limited liability company, whose business address is 212 Elm Street, New Canaan, CT 06840. Paul R. Vigano and Robert M. Williams, Jr., the business address of each of whom is 212 Elm Street, New Canaan, CT 06840, are the members of J.H. Whitney Equity Partners VII, LLC.
(ii) J.H. Whitney VII, L.P. is a Delaware limited partnership whose general partner is J.H. Whitney Equity Partners VII, LLC, a Delaware limited liability company, whose business address is 212 Elm Street, New Canaan, CT 06840. Paul R. Vigano and Robert M. Williams, Jr., the business address of each of whom is 212 Elm Street, New Canaan, CT 06840, are the members of J.H. Whitney Equity Partners VII, LLC.
(iii) PSA Iliad Holdings LLC is a Delaware limited liability company whose managing member is Whitney Strategic Partners VII, L.P., a Delaware limited partnership. The name of the general partner of Whitney Strategic Partners VII, L.P. is J.H. Whitney Equity Partners VII, LLC, a Delaware limited liability company, whose business address is 212 Elm Street, New Canaan, CT 06840. Paul R. Vigano and Robert M. Williams, Jr., the business address of each of whom is 212 Elm Street, New Canaan, CT 06840, are the members of J.H. Whitney Equity Partners VII, LLC.
(iv) JHW Iliad Holdings LLC is a Delaware limited liability company whose managing member is Project Iliad Managing Member, LLC, a Delaware limited liability company, whose business address is 212 Elm Street, New Canaan, CT 06840. Paul R. Vigano and Robert M. Williams, Jr., the business address of each of whom is 212 Elm Street, New Canaan, CT 06840, are members of Project Iliad Managing Member, LLC.
(v) JHW Iliad Holdings II LLC is a Delaware limited liability company whose managing member is J.H. Whitney VII Management Co., LLC, a Delaware limited liability company. The sole member of J.H. Whitney VII Management Co., LLC is J.H. Whitney Capital Partners, LLC, a Delaware limited liability company, whose business address is 212 Elm Street, New Canaan, CT 06840. Paul R. Vigano and Robert M. Williams, Jr., the business address of each of whom is 212 Elm Street, New Canaan, CT 06840, are the members of J.H. Whitney Capital Partners, LLC. |
| (b) | Address or principal business office or, if none, residence:
(i) PSA Healthcare Investment Holdings LLC
212 Elm Street
New Canaan, CT 06840
(ii) J.H. Whitney VII, L.P.
212 Elm Street
New Canaan, CT 06840
(iii) PSA Iliad Holdings LLC
212 Elm Street
New Canaan, CT 06840
(iv) JHW Iliad Holdings LLC
212 Elm Street
New Canaan, CT 06840
(v) JHW Iliad Holdings II LLC
212 Elm Street
New Canaan, CT 06840 |
| (c) | Citizenship:
(i) PSA Healthcare Investment Holdings LLC is a Delaware limited liability company. Its managing member is a Delaware limited partnership whose general partner is a Delaware limited liability company. All of the individual members of such general partner are citizens of the United States.
(ii) J.H. Whitney VII, L.P. is a Delaware limited partnership. Its general partner is a Delaware limited liability company. All of the individual members of such general partner are citizens of the United States.
(iii) PSA Iliad Holdings LLC is a Delaware limited liability company. Its managing member is a Delaware limited partnership whose general partner is a Delaware limited liability company. All of the individual members of such general partner are citizens of the United States.
(iv) JHW Iliad Holdings LLC is a Delaware limited liability company. Its managing member is a Delaware limited liability company. All of the individual members of the managing member are citizens of the United States.
(v) JHW Iliad Holdings II LLC is a Delaware limited liability company. Its managing member is a Delaware limited liability company. The sole member of such managing member is a Delaware limited liability company. All of the individual members of such sole member are citizens of the United States. |
| (d) | Title of class of securities:
Common Stock, $.01 Par Value |
| (e) | CUSIP No.:
05356F105 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
(i) PSA Healthcare Investment Holdings LLC is the beneficial owner of 15,588,583 shares. 1
(ii) J.H. Whitney VII, L.P. is the beneficial owner of 28,890,755 shares.1
(iii) PSA Iliad Holdings LLC is the beneficial owner of 1,443,143 shares.1
(iv) JHW Iliad Holdings LLC is the beneficial owner of 5,182,085 shares.1
(v) JHW Iliad Holdings II LLC is the beneficial owner of 543,206 shares.1
1 PSA Healthcare Investment Holdings LLC, J.H. Whitney VII, L.P., PSA Iliad Holdings LLC, JHW Iliad Holdings LLC and JHW Iliad Holdings II, LLC disclaim the existence of a group with respect to the Common Stock of the issuer, and each disclaims beneficial ownership of the shares of Common Stock owned by the others. |
| (b) | Percent of class:
(i) 7.99% for PSA Healthcare Investment Holdings LLC;
(ii) 14.81% for J.H. Whitney VII, L.P.;
(iii) 0.74% for PSA Iliad Holdings LLC;
(iv) 2.66% for JHW Iliad Holdings LLC; and
(v) 0.28% for JHW Iliad Holdings II LLC. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
15,588,583 shares for PSA Healthcare Investment Holdings LLC;
28,890,755 shares for J.H. Whitney VII, L.P.;
1,443,143 shares for PSA Iliad Holdings LLC;
5,182,085 shares for JHW Iliad Holdings LLC; and
543,206 shares for JHW Iliad Holdings II LLC.
|
| | (ii) Shared power to vote or to direct the vote:
0 shares for PSA Healthcare Investment Holdings LLC;
0 shares for J.H. Whitney VII, L.P.;
0 shares for PSA Iliad Holdings LLC;
0 shares for JHW Iliad Holdings LLC; and
0 shares for JHW Iliad Holdings II LLC.
|
| | (iii) Sole power to dispose or to direct the disposition of:
15,588,583 shares for PSA Healthcare Investment Holdings LLC;
28,890,755 shares for J.H. Whitney VII, L.P.;
1,443,143 shares for PSA Iliad Holdings LLC;
5,182,085 shares for JHW Iliad Holdings LLC; and
543,206 shares for JHW Iliad Holdings II LLC.
|
| | (iv) Shared power to dispose or to direct the disposition of:
0 shares for PSA Healthcare Investment Holdings LLC;
0 shares for J.H. Whitney VII, L.P.;
0 shares for PSA Iliad Holdings LLC;
0 shares for JHW Iliad Holdings LLC; and
0 shares for JHW Iliad Holdings II LLC.
PSA Healthcare Investment Holdings LLC, J.H. Whitney VII, L.P., PSA Iliad Holdings LLC, JHW Iliad Holdings LLC and JHW Iliad Holdings II, LLC (collectively, the "J.H. Whitney Parties") are, together with the funds and entities advised by Bain Capital Investors, LLC (the "Bain Capital Parties"), parties to a stockholders' agreement (the "Stockholders Agreement") with respect to their respective investments in the Issuer. Among other things, the Stockholders Agreement obligates the J.H. Whitney Parties and the Bain Capital Parties to vote their shares of the Issuer's common stock in favor of each other's director nominees and coordinate transfers of their respective shares of the Issuer's common stock. By virtue of the Stockholders Agreement and the obligations and rights thereunder, the Reporting Persons in this Schedule 13G and the Bain Capital Parties may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Based on available information, such a "group" would be deemed to beneficially own approximately 133,248,652 shares, which represents approximately 68.302% shares of the Issuer's common stock, calculated pursuant to Rule 13d-3. The Reporting Persons expressly disclaim beneficial ownership of, and the responses to Items 5 through 9 of the cover pages to this Schedule 13G do not reflect, any shares of the Issuer's common stock that the Reporting Persons may be deemed to beneficially own solely by reason of the Stockholders Agreement.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
No other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities owned by PSA Healthcare Investment Holdings LLC, J.H. Whitney VII, L.P., PSA Iliad Holdings LLC, JHW Iliad Holdings LLC, and JHW Iliad Holdings II LLC. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
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Rule 13d-1(b)
Rule 13d-1(d)