Kindred Healthcare, Inc. (“Kindred” or “the Company”) (NYSE:KND)
today announced that it has priced concurrent underwritten public
offerings of 5,000,000 shares of Kindred’s common stock and 150,000
tangible equity units. The common stock component was priced at a
public offering price of $19.75 per share. Each tangible equity
unit has a stated amount of $1,000 and is comprised of a prepaid
stock purchase contract and a share of mandatory redeemable
preferred stock, each issued by the Company. Each stock purchase
contract is scheduled to settle on December 1, 2017 for between
43.0918 and 50.6329 shares of Kindred’s common stock (subject to
customary anti-dilution adjustments), based upon the applicable
market value of Kindred’s common stock. The mandatory redeemable
preferred stock will have an initial liquidation preference of
$201.58 and will be entitled to quarterly preferred stock
installment payments at an annual rate of 7.50%. Citigroup Global
Markets Inc., J.P. Morgan Securities LLC, Guggenheim Securities,
LLC and Morgan Stanley & Co. LLC are acting as book-running
managers for the concurrent offerings.
The Company granted the underwriters a 30-day over-allotment
option to purchase up to an additional 750,000 shares of Kindred’s
common stock and a 13-day over-allotment option to purchase up to
an additional 22,500 tangible equity units.
Kindred intends to use the net proceeds from these offerings to
fund the acquisition of Gentiva Health Services, Inc. (“Gentiva”)
and for general corporate purposes.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any of the common stock, tangible
equity units or any other security of Kindred, nor shall there be
any sale of the common stock, tangible equity units 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 offerings of common stock and tangible equity units
(including the component prepaid stock purchase contracts and the
mandatory redeemable preferred stock) are separate public offerings
made pursuant to separate prospectus supplements under Kindred’s
effective shelf registration statement that has been filed with the
Securities and Exchange Commission (the “SEC”). These offerings are
not contingent on the completion of each other or upon the
completion of the acquisition of Gentiva.
Preliminary prospectus supplements and the accompanying
prospectus related to these offerings have been filed with the SEC
and are available on the SEC website, www.sec.gov. Copies of the
preliminary prospectus supplements and the accompanying prospectus
relating to these offerings 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 prospectus@citi.com, and J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
New York 11717 or by telephone at 866.803.9204.
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 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’s 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. 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 with
respect to Gentiva 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 proposed merger include,
but are not limited to, the risk that Gentiva’s 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 Company’s 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 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 merger, uncertainties as to whether
the completion of the merger or any transaction will have the
accretive effect on the Company’s 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 Company’s plans, results or stock price are set
forth in the Company’s Annual Report on Form 10-K and in its
reports on Forms 10-Q and 8-K.
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.
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 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.
MediaKindred Healthcare, Inc.Susan Moss,
502-596-7296Senior Vice President, Marketing and
CommunicationsorJoele Frank, Wilkinson Brimmer KatcherAndrew Siegel
/ Nick Lamplough, 212-355-4449orInvestors and
AnalystsKindred Healthcare, Inc.Stephen Farber,
502-596-2525Executive Vice President, Chief Financial Officer
Kindred Healthcare (NYSE:KND)
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