Sale Proceeds from the Recent Transaction
Closings Approximated $31 Million
Recent Transaction Closings Covered 12
Skilled Nursing Facilities and One Assisted Living Facility Held
for Sale
Company has Completed Sale or Operational
Transfer for 90 of 96 Facilities Held for Sale
Kindred Healthcare, Inc. (“Kindred” or the “Company”) (NYSE:KND)
today announced that it has completed additional transaction
closings (the “Closings”) 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.
Since October 1, 2017, the Closings included 12 skilled nursing
facilities and one assisted living facility. Sale proceeds from the
Closings aggregated approximately $31 million. To date, the Company
has completed the sale of 80 skilled nursing facilities and five
assisted living facilities for aggregate proceeds of approximately
$658 million.
Kindred also announced that it has reached an agreement with
BlueMountain and the relevant landlord to close five leased
facilities in Massachusetts. None of the original purchase price
with BlueMountain was allocated to these five facilities. The
Company has transferred the day-to-day operations of these
facilities to a third party and expects the closing of these
facilities will be completed in the second quarter of 2018. In
addition to these five facilities, the Company continues to make
progress on the sale of its remaining five skilled nursing
facilities and one assisted living facility.
Certain of these remaining six facilities are likely to be sold
outside of the definitive agreement with BlueMountain, because in
some cases other parties have exercised rights of first refusal or
similar rights to purchase. Kindred expects approximately $27
million of additional net proceeds from the sales of the remaining
facilities. The completion of the remainder of the sales are
subject to final documentation and customary conditions to closing,
including the receipt of all licensure, regulatory and other
approvals. Kindred expects that the remainder of the closings will
occur as regulatory and other approvals are received over the
remainder of 2017 and through the first half of 2018. In addition,
the Company has for sale a parcel of real property and various
certificates of need related to its skilled nursing facility
business that it estimates will generate additional proceeds
ranging from $7 million to $10 million.
Benjamin A. Breier, President and Chief Executive Officer of
Kindred, commented, “We have substantially completed the
divestiture of our skilled nursing facility business and continue
to make steady progress on the sale of a few remaining facilities.
We continue to believe that the sale of our skilled nursing
facility business will significantly enhance shareholder value,
enable us to sharpen our focus on higher margin and faster growing
businesses, and further 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, the sale of the Company’s skilled
nursing facility portfolio to BlueMountain 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 Closings
described above, Kindred paid approximately $77 million to
Ventas for five Ventas Properties that were included in the
Closings. To date, the Company has paid in aggregate approximately
$647 million to Ventas for the Ventas Properties involved in
all of the completed closings.
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-105 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 September 30, 2017, Kindred’s continuing
operations, through its subsidiaries, had approximately 86,400
employees providing healthcare services in 2,475 locations in 45
states, including 77 long-term acute care hospitals, 19 inpatient
rehabilitation hospitals, 16 sub-acute units, 609 Kindred at Home
home health, hospice and non-medical home care sites of service,
101 inpatient rehabilitation units (hospital-based) and contract
rehabilitation service businesses which served 1,653 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 September 30, 2017.
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