On April 3, 2016, Kindred entered into an asset purchase agreement with Curahealth,
an affiliate of a private investment firm sponsored by Nautic Partners, LLC, to sell, subject to certain exceptions, the assets and properties used by Kindred in the operation of the Hospitals to Curahealth for $27.5 million (subject to certain
working capital adjustments) in the Sale transaction. Eleven of the Hospitals are leased, including seven from Ventas. The remaining Hospital is owned by Kindred. Kindred expects to realize cash proceeds upon closing the transaction with Curahealth
of approximately $21 million, subject to closing adjustments, with the remainder of the purchase price to be paid upon satisfaction of financial and other post closing conditions. Also on April 3, 2016, Kindred entered into seven purchase and
sale agreements with Ventas. Under the purchase and sale agreements, concurrently with the closing of the Sale, Ventas will transfer title of the Ventas Hospitals to Curahealth for an immaterial amount.
Kindred expects that the Hospitals, which contain 783 licensed hospital beds, will generate combined revenues of approximately $215 million for 2016. The
Hospitals have aggregate rent expense of approximately $14 million, of which approximately $8 million is from the Ventas Hospitals. The Sale is subject to customary conditions to closing, including the receipt of all licensure, regulatory and other
approvals. Kindred expects to complete the Sale during the third quarter of 2016.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K are forward-looking statements within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act. These forward-looking statements include, but are not limited to, the receipt of all required regulatory approvals and the satisfaction of the closing conditions to the transactions discussed above, the
Companys ability to realize the anticipated proceeds and benefits from these transactions, all statements regarding the Companys 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, government investigations, regulatory matters, and statements containing 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 report concerning the Companys business outlook or future economic performance, anticipated profitability, revenues, expenses, dividends or other
financial items, product or services-line growth, and expected outcome of government investigations and other regulatory matters, together with other statements that are not historical facts, are forward-looking statements that are estimates
reflecting the Companys best judgment 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. 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 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 in the Companys Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K that may affect the Companys plans, results or stock price.
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.