KINDRED HEALTHCARE, INC. (NYSE:KND) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On June30, 2017, Kindred Healthcare Operating, Inc., a wholly-owned subsidiary of Kindred Healthcare, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with BMEagle Holdings, LLC (“BMHoldings”), a joint venture led by affiliates of BlueMountain Capital Management, LLC, to which the Company is selling its skilled nursing facility business for $700million in cash. to the Purchase Agreement, subsidiaries of the Company will sell substantially all the assets and real property owned or otherwise used by such subsidiaries to operate 89 nursing centers (with 11,308 licensed beds) and seven assisted living facilities (with 380 licensed beds) in 18 states (the “Facilities”) to BMHoldings or certain specified affiliates or assignees of BMHoldings.
As previously disclosed, 36 of the Facilities (the “Ventas Facilities”) are currently leased under master lease agreements with Ventas, Inc. (“Ventas”). The Company previously entered into an agreement with Ventas to provide the Company with the option to acquire the real estate of the Ventas Facilities for an aggregate consideration of $700million. As the Company closes on the sale of the Ventas Facilities to BMHoldings, the Company will pay to Ventas the allocable portion of the $700million purchase price for the Ventas Facilities and Ventas will convey the real estate for the applicable Ventas Facility to BMHoldings or its designee.
The transaction is subject to customary conditions to closing, including the receipt of all licensure, regulatory and other approvals. The Company expects that the closings for the transaction will occur in phases as regulatory and other approvals for respective Facilities are received. The Company expects that the initial closing will occur in the third quarter of 2017 and that all of the closings will be completed by year end. The foregoing descriptions of the Purchase Agreement does not purport to be complete and are qualified in their entirety by the full text of such agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
The Purchase Agreement contains customary representations, warranties and covenants of the Company and BMHoldings. These representations, warranties and covenants have been made only for the purposes of the Purchase Agreement and are solely for the benefit of the Company and BMHoldings, may be subject to limitations agreed upon by the Company and BMHoldings, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the Company and BMHoldings instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the Company and BMHoldings that differ from those applicable to investors and therefore should not be relied upon by any person other than the Company and BMHoldings.
| Item 1.01. | Regulation FD Disclosure. |
Incorporated herein by reference is Exhibit 99.1 attached hereto, a press release issued by the Company on June30, 2017. This information and Exhibit 99.1 are being furnished under Item 1.01 and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section nor shall this information be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 1.01. | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit |
Description |
| 2.1* | Asset Purchase Agreement dated as of June30, 2017 by and between Kindred Healthcare Operating, Inc. and BMEagle Holdings, LLC. |
| 99.1 | Press release dated June30, 2017. |
| * | The Company will furnish supplementally to the Securities and Exchange Commission (the “SEC”) upon request a copy of any omitted exhibit or schedule. |
KINDRED HEALTHCARE, INC ExhibitEX-2.1 2 d408906dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 Execution Version ASSET PURCHASE AGREEMENT by and between KINDRED HEALTHCARE OPERATING,…To view the full exhibit click here
About KINDRED HEALTHCARE, INC. (NYSE:KND)
Kindred Healthcare, Inc. is a healthcare services company. The Company operates through four divisions, including the hospital division, the Kindred at Home division, the Kindred Rehabilitation Services division and the nursing center division. Its divisions represent over six segments, including hospitals, home health services, hospice services, Kindred Hospital Rehabilitation Services, RehabCare and nursing centers. The Company’s hospital division provides long-term acute care services through the operation of a national network of approximately 95 transitional care (TC) hospitals. Its Kindred at Home division provides home health, hospice, and community care services. Its Kindred Rehabilitation Services division operates inpatient rehabilitation hospitals (IRFs) and acute rehabilitation units (ARUs), and provides rehabilitation services. Its nursing center division provides care through the operation of a national network of approximately 90 nursing centers.