UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 8, 2014
KINDRED HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-14057 |
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61-1323993 |
(State or other jurisdiction
of incorporation or organization) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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680 South Fourth Street
Louisville, Kentucky |
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40202-2412 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (502) 596-7300
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Incorporated by reference is a press release issued by Kindred
Healthcare, Inc. on December 8, 2014, which is attached hereto as Exhibit 99.1.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit 99.1 |
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Press Release dated December 8, 2014. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereto duly authorized.
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KINDRED HEALTHCARE, INC. |
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Date: December 8, 2014 |
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By: |
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/s/ Joseph L. Landenwich |
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Joseph L. Landenwich |
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Co-General Counsel and Corporate Secretary |
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Exhibit 99.1
KINDRED HEALTHCARE ANNOUNCES PROPOSED OFFERING
OF $1.35 BILLION OF SENIOR UNSECURED NOTES
LOUISVILLE, Ky. (December 8, 2014) Kindred Healthcare, Inc. (Kindred or the Company) (NYSE:KND) today announced that it
proposes to offer, subject to market and other conditions, $1.35 billion of senior unsecured notes (the Notes) to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the
Securities Act), and to certain non-United States persons in offshore transactions in accordance with Regulation S under the Securities Act. The actual terms of the Notes, including interest rate, principal amount and maturity, will be
determined at the time of pricing. The Notes are expected initially to be issued by Kindreds subsidiary, Kindred Escrow Corp. II.
Kindred intends to use the net proceeds from the Notes offering to fund the acquisition of Gentiva Health Services, Inc. (Gentiva)
and for general corporate purposes. Prior to the consummation of the acquisition of Gentiva, the Notes will be the senior secured obligations of Kindred Escrow Corp. II. Upon consummation of the acquisition of Gentiva, the Notes will be assumed by
Kindred and will be fully and unconditionally guaranteed on a senior unsecured basis by substantially all of Kindreds domestic 100% owned subsidiaries, including Gentiva and substantially all of its domestic 100% owned subsidiaries.
The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in
the United States without registration under the Securities Act or an applicable exemption from registration requirements. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities and shall not
constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Forward-Looking
Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the Companys proposed business combination transaction with Gentiva (including
financing of the proposed transaction and the benefits, results, effects and timing of a transaction), all statements regarding the Companys (and the Companys and Gentivas combined) expected future financial position, results of
operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, and statements containing the words such as
anticipate, approximate, believe, plan, estimate, expect, project, could, would, should, will, intend,
may, potential, upside, and other similar expressions. Statements in this press release concerning the business outlook or future economic performance, anticipated profitability, revenues, expenses, dividends or
other financial items, and product or services line growth of the Company (and the combined businesses of the Company and Gentiva), together with other statements that are not historical facts, are forward-looking statements that are estimates
reflecting the best judgment of the Company based upon currently available information.
Such forward-looking statements are inherently
uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from the Companys expectations as a result of a variety of factors, including, without limitation, those discussed below. Such
forward-looking statements are based upon managements current expectations and include known and unknown risks, uncertainties and other factors, many of which the Company is unable to predict or control, that may cause the Companys
actual results, performance or plans with respect to Gentiva to differ materially from any future results, performance or plans expressed or
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Kindred Healthcare Announces Proposed Offering of $1.35 Billion of Senior Unsecured Notes
Page 2
December 8, 2014
implied by such forward-looking statements. These statements involve risks, uncertainties and other factors discussed below and detailed from time to time in
the Companys filings with the Securities and Exchange Commission.
Risks and uncertainties related to the proposed merger include,
but are not limited to, the risk that Gentivas stockholders do not approve the merger, potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger, uncertainties as to the timing
of the merger, adverse effects on the Companys stock price resulting from the announcement or completion of the merger, competitive responses to the announcement or completion of the merger, the risk that healthcare regulatory, licensure or
other approvals and financing required for the consummation of the merger are not obtained or are obtained subject to terms and conditions that are not anticipated, costs and difficulties related to the integration of Gentivas businesses and
operations with the Companys businesses and operations, the inability to obtain, or delays in obtaining, cost savings and synergies from the merger, uncertainties as to whether the completion of the merger or any transaction will have the
accretive effect on the Companys earnings or cash flows that it expects, unexpected costs, liabilities, charges or expenses resulting from the merger, litigation relating to the merger, the inability to retain key personnel, and any changes in
general economic and/or industry-specific conditions.
In addition to the factors set forth above, other factors that may affect the
Companys plans, results or stock price are set forth in the Companys Annual Report on Form 10-K and in its reports on Forms 10-Q and 8-K.
Many of these factors are beyond the Companys control. The Company cautions investors that any forward-looking statements made by the
Company are not guarantees of future performance. The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or
developments.
About Kindred Healthcare
Kindred Healthcare, Inc., a top-150 private employer in the United States, is a FORTUNE 500 healthcare services company based in Louisville,
Kentucky with annual revenues of $5 billion and approximately 62,600 employees in 47 states. At September 30, 2014, Kindred through its subsidiaries provided healthcare services in 2,376 locations, including 97 transitional care hospitals, five
inpatient rehabilitation hospitals, 99 nursing centers, 22 sub-acute units, 152 Kindred at Home hospice, home health and non-medical home care locations, 102 inpatient rehabilitation units (hospital-based) and a contract rehabilitation services
business, RehabCare, which served 1,899 non-affiliated facilities. Ranked as one of Fortune magazines Most Admired Healthcare Companies for six years in a row, Kindreds mission is to promote healing, provide hope, preserve dignity and
produce value for each patient, resident, family member, customer, employee and shareholder we serve.
Contacts
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Media Susan Moss
Senior Vice President, Marketing and Communications Kindred
Healthcare, Inc. 502-596-7296 or
Andrew Siegel / Nick Lamplough Joele Frank, Wilkinson Brimmer
Katcher 212-355-4449 |
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Investors and Analysts Stephen
Farber Executive Vice President, Chief Financial Officer
Kindred Healthcare, Inc. 502-596-2525 |
- END -
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