Sale Proceeds from the Additional
Transaction Closing Approximated $108 Million
Transaction Closing Covered 12 Skilled
Nursing Facilities and Four Assisted Living Facilities Held for
Sale
Kindred Healthcare, Inc. (“Kindred” or the “Company”) (NYSE:KND)
today announced that it has completed an additional transaction
closing (the “Closing”) related to its previously announced
agreement with BM Eagle Holdings, LLC, a joint venture led by
affiliates of BlueMountain Capital Management, LLC
(“BlueMountain”), to sell the Company’s skilled nursing facility
business for $700 million in cash.
The Closing included 12 skilled nursing facilities and four
assisted living facilities. Sale proceeds from the Closing were
approximately $108 million. To date, the Company has completed the
sale to BlueMountain and affiliated buyers of 66 skilled nursing
facilities and four assisted living facilities for aggregate
proceeds of approximately $627 million.
Benjamin A. Breier, President and Chief Executive Officer of
Kindred, commented, “We continue to make great progress on our
skilled nursing facility divestitures and believe we will complete
the remainder of the closings by year end. The sale of our nursing
facility operations should significantly enhance shareholder value,
focus our attention to our higher margin and faster growing
businesses, and advance our efforts to transform Kindred.”
Mr. Breier continued, “On behalf of the Kindred Board of
Directors and management team, I thank all of our caregivers for
their hard work to facilitate another smooth transfer process. We
appreciate and respect their dedication to our patients, residents
and their families.”
As previously disclosed, Kindred entered into a definitive
agreement with BlueMountain under which it will sell the Company’s
skilled nursing facility business for $700 million in cash. The
Company’s skilled nursing facility portfolio included 89 nursing
centers and seven assisted living facilities in 18 states.
Thirty-six of these skilled nursing facilities (the “Ventas
Properties”) were or continue to be leased from Ventas, Inc.
(“Ventas”) (NYSE:VTR), and Kindred has an option to acquire the
real estate of the Ventas Properties for an aggregate consideration
of $700 million. As Kindred closes on the sale of the Ventas
Properties, Kindred will pay to Ventas the allocable portion of the
$700 million purchase price for the Ventas Properties and the real
estate for the applicable Ventas Property will be conveyed to
BlueMountain or another designee. In connection with the Closing
described above, Kindred paid approximately $82.5 million to Ventas
for seven Ventas Properties that were included in the Closing. To
date, the Company has paid in aggregate approximately $571 million
to Ventas for the Ventas Properties involved in all of the
completed closings.
In addition to the Closing above, Kindred also transferred its
interest in two skilled nursing centers to parties unrelated to
BlueMountain. These two skilled nursing facilities were previously
included in the definitive agreement with BlueMountain but Kindred
and BlueMountain agreed to allow the sale to other unrelated
parties. Kindred received approximately $400,000 in proceeds from
these transfers.
The completion of the remainder of the closings pursuant to the
definitive agreement with BlueMountain are subject to customary
conditions to closing, including the receipt of all licensure,
regulatory and other approvals. Kindred expects that the remainder
of the closings will occur in phases as regulatory and other
approvals are received. Kindred expects that all of the closings
will be completed by year end.
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, all statements regarding the Company’s ability to
exit the skilled nursing facility business and the expected timing
of such exit, including the receipt of all required regulatory
approvals and the satisfaction of the closing conditions for the
transaction, as well as the Company’s ability to realize the
anticipated benefits, sale proceeds, cost savings and strategic
gains from the transaction, all statements regarding the Company’s
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,”
“hope,” “may,” “potential,” “upside,” and other similar
expressions. Statements in this press release concerning the
Company’s business outlook or future economic performance,
anticipated profitability, revenues, expenses, dividends or other
financial items, and 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 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. 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
detailed from time to time in the Company’s Annual Report on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K filed with the Securities and Exchange Commission.
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-100 private employer in the
United States, is a FORTUNE 500 healthcare services company based
in Louisville, Kentucky with annual revenues of approximately $6.1
billion(1). At June 30, 2017, Kindred’s continuing operations,
through its subsidiaries, had approximately 88,100 employees
providing healthcare services in 2,540 locations in 45 states,
including 81 long-term acute care hospitals, 19 inpatient
rehabilitation hospitals, 19 sub-acute units, 614 Kindred at Home
home health, hospice and non-medical home care sites of service,
102 inpatient rehabilitation units (hospital-based) and contract
rehabilitation service businesses which served 1,705 non-affiliated
sites of service. Ranked as one of Fortune magazine’s Most Admired
Healthcare Companies for eight years, 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. You can also follow us on Twitter and
Facebook.
(1) Revenues from continuing operations for the last twelve
months ended June 30, 2017.
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Kindred Healthcare, Inc.Todd Flowers, 502-596-6569Investor
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