Attached files
file | filename |
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8-K - 8-K - KINDRED HEALTHCARE, INC | d825255d8k.htm |
EX-4.1 - EX-4.1 - KINDRED HEALTHCARE, INC | d825255dex41.htm |
EX-5.1 - EX-5.1 - KINDRED HEALTHCARE, INC | d825255dex51.htm |
EX-1.1 - EX-1.1 - KINDRED HEALTHCARE, INC | d825255dex11.htm |
EX-3.1 - EX-3.1 - KINDRED HEALTHCARE, INC | d825255dex31.htm |
EX-3.2 - EX-3.2 - KINDRED HEALTHCARE, INC | d825255dex32.htm |
EX-1.2 - EX-1.2 - KINDRED HEALTHCARE, INC | d825255dex12.htm |
EX-10.1 - EX-10.1 - KINDRED HEALTHCARE, INC | d825255dex101.htm |
Exhibit 99.1
KINDRED HEALTHCARE CLOSES PUBLIC OFFERINGS OF
COMMON STOCK AND TANGIBLE EQUITY UNITS
LOUISVILLE, Ky. (November 25, 2014) Kindred Healthcare, Inc. (Kindred or the Company) (NYSE:KND) today announced that it has closed the concurrent underwritten public offerings of 5,000,000 shares of Kindreds common stock and 150,000 tangible equity units. The Company granted the underwriters a 30-day over-allotment option to purchase up to an additional 750,000 shares of Kindreds common stock and a 13-day over-allotment option to purchase up to an additional 22,500 tangible equity units. Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Guggenheim Securities, LLC and Morgan Stanley & Co. LLC acted as book-running managers for the concurrent offerings.
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 Kindreds effective shelf registration statement that has been filed with the Securities and Exchange Commission (the SEC).
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 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 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.
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Kindred Healthcare Closes Public Offerings
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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 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 SEC.
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.
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Kindred Healthcare Closes Public Offerings
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Contacts
Media Susan Moss Senior Vice President, Marketing and Communications Kindred Healthcare, Inc. 502-596-7296 or |
Investors and Analysts Stephen Farber Executive Vice President, Chief Financial Officer Kindred Healthcare, Inc. 502-596-2525 | |
Andrew Siegel / Nick Lamplough Joele Frank, Wilkinson Brimmer Katcher 212-355-4449 |
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