Item 1.01. Entry into a Material Definitive Agreement.



On January 27, 2022, affiliates of The Pennant Group, Inc. (the "Company"),
entered into certain operations transfer agreements (collectively, the "Transfer
Agreements") with affiliates of The Ensign Group, Inc. ("Ensign"), providing for
the transfer of the operations of five senior living communities (the
"Transaction"). The Transfer Agreements require one of the transferors to place
in escrow $6.5 million to cover post-closing capital expenditures and operating
losses related to one of the communities. The closing of the Transaction is
anticipated to occur in the first half of 2022, subject to receipt of applicable
regulatory approvals and satisfaction of other customary closing conditions set
forth in the Transfer Agreements.

In 2019, Pennant and Ensign completed a transaction in which Ensign contributed
all of its home health and hospice and substantially all of its senior living
businesses into Pennant, and Pennant was spun out into a public company. Pennant
currently leases senior living communities from subsidiaries of Ensign and
receives certain services from Ensign.

The foregoing description of the Transfer Agreements does not purport to be
complete and is qualified in its entirety by reference to the Transfer
Agreements, a copy of which is filed herewith as Exhibit 2.1 and incorporated
herein by reference in this Item 1.01. The Transfer Agreements have been
included as an exhibit hereto solely to provide investors and security holders
with information regarding their terms. They are not intended to be a source of
financial, business or operational information about the Company, Ensign, or
their respective subsidiaries or affiliates. The representations, warranties and
covenants contained in the Transfer Agreements are made only for purposes of the
Transfer Agreements and are made as of specific dates; are solely for the
benefit of the parties; may be subject to qualifications and limitations agreed
upon by the parties in connection with negotiating the terms of the Transfer
Agreements, including being qualified by confidential disclosures made for the
purpose of allocating contractual risk between the parties rather than
establishing matters as fact; and may be subject to standards of materiality
applicable to the contracting parties that differ from those applicable to
investors or security holders. Investors and security holders should not rely on
the representations, warranties and covenants or any description thereof as
characterizations of the actual state of facts or condition of the Company,
Ensign, or their respective subsidiaries or affiliates. Moreover, information
concerning the subject matter of the representations, warranties and covenants
may change after the date of the Transfer Agreements, which subsequent
information may or may not be fully reflected in public disclosures. The Company
acknowledges that, notwithstanding the inclusion of the foregoing cautionary and
qualifying statements, it is responsible for considering whether additional
specific disclosures of material information regarding material contractual
provisions are required to make the statements in this Current Report on Form
8-K not misleading.

Item 7.01 Regulation FD Disclosure.

A copy of the press release issued by the Company regarding the Transfer Agreements and the Transaction is attached hereto as Exhibit 99.1.


--------------------------------------------------------------------------------


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.               Description
  2.1  *                  Form of Operations Transfer Agreement, dated as

of January 27, 2022, entered into by


                          affiliates of the Company and affiliates of

Ensign for the transfer of five senior


                          living communities.
  99.1                    Press release dated January 27, 2022
                          Cover Page Interactive Data File - the cover page XBRL tags are embedded within the
104                       Inline XBRL document.
*                         Schedules and exhibits have been omitted pursuant

to Item 601 of Regulation S-K. The


                          Company hereby undertakes to furnish

supplementally a copy of any of the omitted


                          schedules and exhibits upon request by the

Securities and Exchange Commission.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses