Kindred Healthcare Completes Sale of 14 Non-Strategic Facilities Outside Integrated Care Markets for $165.8 Million

  Kindred Healthcare Completes Sale of 14 Non-Strategic Facilities Outside
  Integrated Care Markets for $165.8 Million

   Company Expects to Complete Sale of Two Additional Facilities for $20.7
                           Million before Year End

  Net Proceeds to be Reinvested Over Time in its Integrated Care Markets and
         Growing Care Management, Home Health and Hospice Businesses

Business Wire

LOUISVILLE, Ky. -- September 3, 2013

Kindred Healthcare, Inc. (the “Company” or “Kindred”) (NYSE:KND) today
announced that it has completed the sale of 14 non-strategic facilities for
$165.8 million to an affiliate of Vibra Healthcare, LLC (“Vibra”). Each of
these facilities is outside of Kindred’s 21 designated Integrated Care

The Company expects that the after-tax net proceeds from the sale of the 14
facilities, including transaction costs, will approximate $166 million. In the
near term, Kindred intends to use the net proceeds to pay down the outstanding
balance under its existing revolving credit facility. Over time, these
proceeds will be reinvested in the Company’s Integrated Care Markets and used
to finance home health and hospice acquisitions.

As previously announced, the Company agreed to sell three additional
facilities to Vibra. The Company expects to close on the sale of two of these
facilities before year end for $20.7 million subject to customary conditions
to closing. The Company was unable to satisfy the closing conditions for the
sale of one other facility and has elected to remove it from the transaction.

The 14 facilities already purchased by Vibra plus the two facilities still
under contract for sale (collectively, the “Facilities”) consist of 14
transitional care (“TC”) hospitals (certified as long-term acute care (“LTAC”)
hospitals) containing 1,002 licensed beds, one inpatient rehabilitation
facility containing 44 licensed beds and one skilled nursing facility
containing 135 licensed beds. The Facilities generated revenues of
approximately $272 million and earnings before interest, income taxes,
depreciation and amortization of approximately $20 million (including the
allocation of approximately $8 million of overhead costs) for the year ended
December 31, 2012. The Facilities had aggregate rent expense of approximately
$12 million for the year ended December 31, 2012.

“We are pleased to complete a significant portion of our planned sales to
Vibra. These transactions will significantly advance our repositioning
strategy, strengthen our financial position and allow us to sharpen our focus
on our Integrated Care Markets. The substantial after-tax proceeds will be
deployed to grow our future earnings and provide further capital to invest in
our new Care Management Division and expand our home health and hospice
operations,” said Paul J. Diaz, Kindred’s Chief Executive Officer.

The Company expects that these transactions with Vibra will be accretive to
future earnings as the proceeds are reinvested in its Integrated Care Markets
and growing home health and hospice business, Kindred at Home. The sale of the
Facilities will be dilutive to earnings in 2013, and management will update
its 2013 earnings guidance when it releases its third quarter financial

As previously announced, the Company expects to record a pretax loss that
could approximate $100 million in connection with the sale of the Facilities,
including a significant write-off of both goodwill and other intangible assets
allocable to the disposed operations.

RBC Capital Markets acted as exclusive financial advisor to Kindred on this

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 Section21E of the
Securities Exchange Act of 1934, as amended. All statements regarding the
Company’s expected future financial position, results of operations, cash
flows, 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,”
“should,” “will,” “intend,” “may” and other similar expressions, are
forward-looking statements. Statements in this press release concerning the
Company’s business outlook or future economic performance, anticipated
profitability, revenues, expenses or other financial items, and product or
services line growth, 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 or performance to differ materially from any future
results or performance 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 include, without limitation, (a) the
receipt of all required regulatory approvals and the other satisfaction of
closing conditions to the remaining transactions discussed above, (b) the
impact of healthcare reform, which will initiate significant changes to the
United States healthcare system, including potential material changes to the
delivery of healthcare services and the reimbursement paid for such services
by the government or other third party payors, including reforms resulting
from the Patient Protection and Affordable Care Act and the Healthcare
Education and Reconciliation Act (collectively, the “ACA”) or future deficit
reduction measures adopted at the federal or state level. Healthcare reform is
affecting each of the Company’s businesses in some manner. Potential future
efforts in the U.S. Congress to repeal, amend, modify or retract funding for
various aspects of the ACA create additional uncertainty about the ultimate
impact of the ACA on the Company and the healthcare industry. Due to the
substantial regulatory changes that will need to be implemented by the Centers
for Medicare and Medicaid Services (“CMS”) and others, and the numerous
processes required to implement these reforms, the Company cannot predict
which healthcare initiatives will be implemented at the federal or state
level, the timing of any such reforms, or the effect such reforms or any other
future legislation or regulation will have on the Company’s business,
financial position, results of operations and liquidity, (c) the impact of
final rules issued by CMS on August 1, 2012 which, among other things, will
reduce Medicare reimbursement to the Company’s TC hospitals in 2013 and beyond
by imposing a budget neutrality adjustment and modifying the short-stay
outlier rules, (d) the impact of final rules issued by CMS on July 29, 2011
which significantly reduced Medicare reimbursement to the Company’s nursing
centers and changed payments for the provision of group therapy services
effective October 1, 2011, (e) the impact of the Budget Control Act of 2011
(as amended by the American Taxpayer Relief Act of 2012 (the “Taxpayer Relief
Act”)) which will automatically reduce federal spending by approximately $1.2
trillion split evenly between domestic and defense spending. An automatic 2%
reduction on each claim submitted to Medicare began on April 1, 2013, (f) the
impact of the Taxpayer Relief Act which, among other things, reduces Medicare
payments by 50% for subsequent procedures when multiple therapy services are
provided on the same day. At this time, the Company believes that the rules
related to multiple therapy services will reduce the Company’s Medicare
revenues by $25 million to $30 million on an annual basis, (g) changes in the
reimbursement rates or the methods or timing of payment from third party
payors, including commercial payors and the Medicare and Medicaid programs,
changes arising from and related to the Medicare prospective payment system
for LTAC hospitals, including potential changes in the Medicare payment rules,
the Medicare Prescription Drug, Improvement, and Modernization Act of 2003,
and changes in Medicare and Medicaid reimbursement for the Company’s TC
hospitals, nursing centers, inpatient rehabilitation hospitals and home health
and hospice operations, and the expiration of the Medicare Part B therapy cap
exception process, (h) the effects of additional legislative changes and
government regulations, interpretation of regulations and changes in the
nature and enforcement of regulations governing the healthcare industry, (i)
the ability of the Company’s hospitals to adjust to potential LTAC
certification and medical necessity reviews, (j) the impact of the Company’s
significant level of indebtedness on the Company’s funding costs, operating
flexibility and ability to fund ongoing operations, development capital
expenditures or other strategic acquisitions with additional borrowings, (k)
the Company’s ability to successfully pursue its development activities,
including through acquisitions, and successfully integrate new operations,
including the realization of anticipated revenues, economies of scale, cost
savings and productivity gains associated with such operations, as and when
planned, including the potential impact of unanticipated issues, expenses and
liabilities associated with those activities, (l) the Company’s ability to pay
a dividend as, when and if declared by the Board of Directors, in compliance
with applicable laws and the Company’s debt and other contractual
arrangements, (m) the failure of the Company’s facilities to meet applicable
licensure and certification requirements, (n) the further consolidation and
cost containment efforts of managed care organizations and other third party
payors, (o) the Company’s ability to meet its rental and debt service
obligations, (p) the Company’s ability to operate pursuant to the terms of its
debt obligations, and comply with its covenants thereunder, and its ability to
operate pursuant to its master lease agreements with Ventas, Inc. (NYSE:VTR),
(q) the condition of the financial markets, including volatility and weakness
in the equity, capital and credit markets, which could limit the availability
and terms of debt and equity financing sources to fund the requirements of the
Company’s businesses, or which could negatively impact the Company’s
investment portfolio, (r) the Company’s ability to control costs, particularly
labor and employee benefit costs, (s) the costs of defending and insuring
against alleged professional liability and other claims (including those
related to pending wage and hour class action lawsuits against the Company)
and the Company’s ability to predict the estimated costs related to such
claims, including the impact of differences in actuarial assumptions and
estimates compared to eventual outcomes, (t) the Company’s ability to
successfully reduce (by divestiture of operations or otherwise) its exposure
to professional liability and other claims, (u) the Company’s obligations
under various laws to self-report suspected violations of law by the Company
to various government agencies, including any associated obligation to refund
overpayments to government payors, fines and other sanctions, (v)national and
regional economic, financial, business and political conditions, including
their effect on the availability and cost of labor, credit, materials and
other services, (w) increased operating costs due to shortages in qualified
nurses, therapists and other healthcare personnel, (x) the Company’s ability
to attract and retain key executives and other healthcare personnel, (y) the
Company’s ability to successfully dispose of unprofitable facilities, (z)
events or circumstances which could result in the impairment of an asset or
other charges, such as the impact of the Medicare reimbursement regulations
that resulted in the Company recording significant impairment charges in 2012
and 2011, (aa) changes in generally accepted accounting principles or
practices, and changes in tax accounting or tax laws (or authoritative
interpretations relating to any of these matters), and (bb) the Company’s
ability to maintain an effective system of internal control over financial

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

About Kindred Healthcare

Kindred Healthcare, Inc., a top-125 private employer in the United States, is
a FORTUNE 500 healthcare services company based in Louisville, Kentucky with
annual revenues of approximately $6 billion and approximately 72,000 employees
in 46 states. At June 30, 2013, Kindred through its subsidiaries provided
healthcare services in 2,167 locations, including 116 transitional care
hospitals, six inpatient rehabilitation hospitals, 169 nursing centers, 24
sub-acute units, 105 Kindred at Home hospice, home health and non-medical home
care locations, 103 inpatient rehabilitation units (hospital-based) and a
contract rehabilitation services business, RehabCare, which served 1,644
non-affiliated facilities. Ranked as one of Fortune magazine’s Most Admired
Healthcare Companies for five 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. For more
information, go to You can also follow us on
Twitter and Facebook.

About Vibra Healthcare

Vibra Healthcare, LLC is a specialty hospital provider based in Mechanicsburg,
Pa that is focused on the development, acquisition and operation of
freestanding Long Term Acute Care (LTAC) hospitals, Inpatient Acute
Rehabilitation Hospitals (IRF’s) and outpatient physical rehabilitation
centers. Teams of highly trained specialists lead clinical programs at Vibra’s
specialty hospitals for medically complex patients who suffer from major
orthopedic, neurologic, stroke, multiple trauma, cardiac and respiratory
conditions. Vibra and its affiliates currently employ over 9,000 employees and
own and operate over 90 specialty hospitals, transitional care
units/facilities and hospital-based outpatient physical therapy locations in
18 states. For additional information about Vibra Healthcare and its network
of specialty hospitals please visit our website at


Kindred Healthcare, Inc.
Richard A. Lechleiter, 502-596-7734
Executive Vice President and
Chief Financial Officer
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