KINDRED HEALTHCARE, INC. (NYSE:KND) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
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|2.1||Agreement and Plan of Merger, dated as of December19, 2017, among Kindred Healthcare, Inc., Kentucky Hospital Holdings, LLC, Kentucky Homecare Holdings, Inc. and Kentucky Homecare Merger Sub, Inc.*|
|3.1||Amendment to Amended and Restated Bylaws of Kindred Healthcare, Inc.|
|10.1||Separation Agreement, dated as of December19, 2017, among Kindred Healthcare, Inc., Kentucky Hospital Holdings, LLC, Kentucky Homecare Holdings, Inc. and Kentucky Hospital Merger Sub, Inc.|
|10.2||Amendment No.2 to the Second Amended and Restated Master Lease Agreement No.5|
|*||Schedules to this agreement have been omitted to Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally to the SEC upon request a copy of any omitted exhibit or schedule.|
Forward Looking Statements
Certain statements contained herein includes “forward-looking statements” within the meaning of Section27A of the Securities Act of 1933, as amended, and Section21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are often identified by words such as “anticipate,” “approximate,” “believe,” “plan,” “estimate,” “expect,” “project,” “could,” “would,” “should,” “will,” “intend,” “hope,” “may,” “potential,” “upside,” and other similar expressions.
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. Risks and uncertainties related to the proposed transactions include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the failure of the parties to satisfy conditions to completion of the proposed Merger, including the failure of the Company’s stockholders to approve the proposed Merger or the failure of the parties to obtain required regulatory approvals; the risk that regulatory or other approvals are delayed or are subject to terms and conditions that are not anticipated; changes in the business or operating prospects of the Company or its businesses; changes in health care and other laws and regulations; the impact of the announcement of, or failure to complete, the proposed Merger on our relationships with employees, customers, vendors and other business partners; and potential or actual litigation. In addition, these statements involve risks, uncertainties, and other factors detailed from time to time in the Company’s Annual Report on Form10-K, Quarterly Reports on Form10-Q and Current Reports on Form8-K filed with the Securities and Exchange Commission (the “SEC”).
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.
Additional Information and Where to Find It
The Company will file with the SEC and mail to its stockholders a proxy statement in connection with the proposed Merger. We urge investors and security holders to read the proxy statement when it becomes available because it will contain important information regarding the proposed Merger. You may obtain a free copy of the proxy statement (when available) and other related documents filed by the Company with the SEC at the SEC’s website at www.sec.gov. You also may obtain the proxy statement (when it is available) and other documents filed by the Company with the SEC relating to the proposed Merger for free by accessing the Company’s website at www.kindredhealthcare.com by clicking on the link for “Investors”, then clicking on the link for “SEC Filings.”
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed Merger. Information regarding the interests of these directors and executive officers in the proposed Merger will be included in the proxy statement when it is filed with the SEC. You may find additional information about the Company’s directors and executive officers in the Company’s proxy statement for its 2017 Annual Meeting of Stockholders, which was filed with the SEC on May25, 2017. You can obtain free copies of these documents from the Company using the contact information above.
KINDRED HEALTHCARE, INC ExhibitEX-2.1 2 d495722dex21.htm EX-2.1 EX-2.1 EXHIBIT 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among KENTUCKY HOSPITAL HOLDINGS,…To view the full exhibit click
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.