[January 28, 2015] |
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Kindred Healthcare Extends Expiration Date and Increases Cash Consent Payment in Consent Solicitation
Kindred Healthcare, Inc. ("Kindred" or the "Company") (NYSE:KND) today
announced that it has extended the expiration time and increased the
cash consent payment for its previously announced solicitation of
consents (the "Solicitation") to certain proposed amendments to the
indenture, dated as of April 9, 2014 (the "Indenture"), governing the
Company's 6.375% Senior Notes due 2022 (the "2022 Notes"), CUSIP 494580
AC7 (Rule 144A) and U4946LAA7 (Regulation S), pursuant to its Consent
Solicitation Statement, dated as of January 15, 2015 (the "Consent
Solicitation Statement").
The period for soliciting consents has been extended until 2:00 p.m.,
New York City time, on January 30, 2015 (the "Expiration Time"), unless
extended or terminated earlier. Additionally, upon the terms and subject
to the conditions set forth in the Consent Solicitation Statement, the
fee paid by the Company to each holder of the 2022 Notes (the "Holder")
has been increased to $5.00 for each $1,000 in principal amount of 2022
Notes as to which such Holder has validly delivered a duly executed
consent on or prior to the Expiration Time and has not validly revoked
such consent. Except as set forth above, the terms of the Solicitation,
as previously extended, remain unchanged. Pursuant to the terms of the
Solicitation, consents may no longer be validly revoked.
The Company has retained Global Bondholder Services Corporation to serve
as Information Tabulation Agent for the Solicitation. Questions
concerning procedures for delivering consents and requests for documents
should be directed to the Information and Tabulation Agent at
866-470-4200 (toll free) or 212-430-3774 (collect).
The Company has retained Citigroup Global Markets Inc. to serve as
Solicitation Agent. Questions concerning the terms of the Solicitation
should be directed to the Solicitation Agent at 800-558-3745 (toll free)
or 212-723-6106 (collect).
Forward-Looking Statements
This press release includes forward-looking statements within the
meaning f 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 Health Services, Inc. ("Gentiva") (NASDAQ:GTIV) (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 Securities and Exchange
Commission.
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.
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