Kindred Healthcare, Inc. (“Kindred” or the “Company”) (NYSE:KND)
today announced that it has closed the underwritten public offering
(the “Offering”) for an aggregate of 9,000,000 shares of Kindred
common stock. The Company granted the underwriters a 30-day option
to purchase up to an additional 1,350,000 shares of Kindred common
stock. Citigroup and Morgan Stanley & Co. LLC acted as the
joint book-running managers and PNC Capital Markets LLC and Wells
Fargo Securities, LLC acted as the co-managers for the
Offering.
Kindred intends to use the net proceeds from the Offering to
finance potential acquisitions or for general corporate purposes,
including paying down the Company’s existing indebtedness.
“By successfully raising equity capital through this public
offering, Kindred is now even better positioned to continue
investing in growth for the benefit of patients, employees and
shareholders,” said Kindred Chief Executive Officer Paul J. Diaz.
“Our proposed combination with Gentiva Health Services, Inc.
(‘Gentiva’) (NASDAQ:GTIV) is just one of the accretive,
value-enhancing opportunities we are pursuing. As Gentiva’s Board
and management team review our enhanced $14.50 per share cash
tender offer, we remain hopeful that they will acknowledge the
compelling benefits of uniting with Kindred and begin good-faith
discussions to make this combination a reality.”
This press release is neither an offer to sell nor a
solicitation of an offer to buy any of the common stock or any
other security of Kindred, nor shall there be any sale of the
common stock or any other security of Kindred in any jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such jurisdiction.
The Offering is being made pursuant to an effective shelf
registration statement that has been filed with the Securities and
Exchange Commission (the “SEC”). A final prospectus supplement and
the accompanying prospectus related to the Offering have been filed
with the SEC and are available on the SEC website. Copies of the
final prospectus supplement and the accompanying prospectus
relating to the Offering may be obtained from Citigroup Global
Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, New York 11717, by phone at 800-831-9146 or by
email at BATProspectusdept@citi.com, and Morgan Stanley & Co.
LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New
York, New York 10014.
Forward-Looking
Statements
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, 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 Company’s anticipated use of
proceeds from the Offering, the tender offer for Gentiva common
stock and the Company’s 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 Company’s (and the Company and Gentiva’s
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 Company’s
expectations as a result of a variety of factors, including,
without limitation, those discussed below, set forth in the
Company’s Annual Report on Form 10-K and in its reports on Forms
10-Q and 8-K. Such forward-looking statements are based upon
management’s 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 Company’s
actual results, performance or plans to differ materially from any
future results, performance or plans expressed or implied by such
forward-looking statements. These statements involve risks,
uncertainties and other factors discussed below and detailed from
time to time in the Company’s filings with the SEC.
Risks and uncertainties related to the tender offer and proposed
transaction with Gentiva include, but are not limited to,
uncertainty as to whether the Company will further pursue, enter
into or consummate the offer or any transaction on the proposed
terms or on other terms, potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the offer or any transaction, uncertainties as to the
timing of the offer or any transaction, adverse effects on the
Company’s stock price resulting from the announcement or
consummation of the offer or any transaction or any failure to
complete the offer or any transaction, competitive responses to the
announcement or consummation of the offer or any transaction, the
risk that regulatory, licensure or other approvals and financing
required for the consummation of the offer or any transaction are
not obtained or are obtained subject to terms and conditions that
are not anticipated, costs and difficulties related to the
integration of Gentiva’s businesses and operations with the
Company’s businesses and operations, the inability to obtain, or
delays in obtaining, cost savings and synergies from the offer or
any transaction, uncertainties as to whether the consummation of
the offer or any transaction will have the accretive effect on our
earnings or cash flows that we expect, unexpected costs,
liabilities, charges or expenses resulting from the offer or any
transaction, litigation relating to the offer or any transaction,
the inability to retain key personnel, and any changes in general
economic and/or industry-specific conditions.
Many of these factors are beyond the Company’s 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.
Additional Information
This press release is provided for informational purposes only
and does not constitute an offer to purchase or the solicitation of
an offer to sell any securities of Gentiva. The solicitation and
offer to buy Gentiva common stock have been made pursuant to an
offer to purchase and related materials, as they may be amended
from time to time. Investors and shareholders should read those
filings carefully as they contain important information, including
the terms and conditions of the offer. The offer to purchase and
related materials, as well as Kindred’s other public filings, have
been filed with the SEC and may be obtained without charge at the
SEC’s website at www.sec.gov and at Kindred’s website at
www.kindredhealthcare.com. The offer to purchase and related
materials may also be obtained for free by contacting the
information agent for the tender offer, D.F. King & Co., Inc.
at (212) 269-5550 (collect) or (800) 859-8508 (toll-free) or by
email at gentivaoffer@dfking.com.
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 63,000 employees in 47 states. At March 31, 2014,
Kindred through its subsidiaries provided healthcare services in
2,313 locations, including 100 transitional care hospitals, five
inpatient rehabilitation hospitals, 99 nursing centers, 22
sub-acute units, 157 Kindred at Home hospice, home health and
non-medical home care locations, 105 inpatient rehabilitation units
(hospital-based) and a contract rehabilitation services business,
RehabCare, which served 1,825 non-affiliated facilities. Ranked as
one of Fortune magazine’s Most Admired Healthcare Companies for six
years in a row, Kindred’s mission is to promote healing, provide
hope, preserve dignity and produce value for each patient,
resident, family member, customer, employee and shareholder we
serve. For more information, go to www.kindredhealthcare.com.
Media:Kindred Healthcare, Inc.Susan Moss,
502-596-7296Senior Vice President, Marketing and
CommunicationsorJoele Frank, Wilkinson Brimmer KatcherAndy Brimmer
/ Andrew Siegel, 212-355-4449orInvestors and
Analysts:Kindred Healthcare, Inc.Hank Robinson,
502-596-7732Senior Vice President, Tax and Treasurer
Kindred Healthcare (NYSE:KND)
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