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KND > SEC Filings for KND > Form 8-K on 14-Apr-2014All Recent SEC Filings

Show all filings for KINDRED HEALTHCARE, INC

Form 8-K for KINDRED HEALTHCARE, INC


14-Apr-2014

Entry into a Material Definitive Agreement, Termination of a Material Def


Item 1.01. Entry into a Material Definitive Agreement

ABL Amendment Agreement

On April 9, 2014, Kindred Healthcare, Inc. ("Kindred") entered into a second amendment and restatement agreement (the "ABL Amendment Agreement") among Kindred, the other credit parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the "ABL Agent"), and the lenders party thereto. The ABL Amendment Agreement amends and restates the ABL Credit Agreement dated as of June 1, 2011, as amended by that certain Amendment No. 1 to the ABL Credit Agreement dated as of October 4, 2012 and as further amended and restated by that certain Amendment and Restatement Agreement dated as of August 21, 2013, among Kindred, the ABL Agent and the lenders party thereto (the "Prior ABL Facility").

The ABL Amendment Agreement, among other items, (i) extends the maturity date of the Prior ABL Facility from June 1, 2018 to April 9, 2019, (ii) provides for the replacement of all revolving commitments outstanding under the Prior ABL Facility with new revolving commitments in the same principal amount,
(iii) increases the amounts available for incremental commitments and
(iv) amends certain provisions related to the incurrence of debt and liens and the making of acquisitions, investments and restricted payments.

The ABL Amendment Agreement also reduces the applicable interest rate margins for London Interbank Offered Rate ("LIBOR") borrowings under the Prior ABL Facility from a range of 2.50% to 3.00% (depending on average daily excess availability) to a range of 2.00% to 2.50%. The applicable interest rate margins for base rate borrowings are also reduced from a range of 1.50% to 2.00% (depending on average daily excess availability) to a range from 1.00% to 1.50%.

Term Loan Amendment Agreement

Also on April 9, 2014, Kindred entered into a third amendment and restatement agreement (the "Term Loan Amendment Agreement") among Kindred, the other credit parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the "Term Loan Agent"), and the lenders party thereto. The Term Loan Amendment Agreement amends and restates the Term Loan Credit Agreement dated as of June 1, 2011, as amended by that certain Incremental Amendment No. 1 to the Term Loan Credit Agreement dated as of October 4, 2012, as amended and restated by that certain Amendment and Restatement Agreement dated as of May 30, 2013 and as further amended and restated by that certain Second Amendment and Restatement Agreement dated as of August 21, 2013, among Kindred, the Term Loan Agent and the lenders party thereto (the "Prior Term Loan Facility").

The Term Loan Amendment Agreement, among other items, (i) extends the maturity date of the Prior Term Loan Facility from June 1, 2018 to April 9, 2021,
(ii) provides for the replacement of all term loans outstanding under the Prior Term Loan Facility with new term loans in a principal amount of $1 billion,
(iii) reduces the interest rate margins applicable to the term loans,
(iv) increases the available capacity for incremental term loans and (v) amends certain provisions related to the incurrence of debt and liens and the making of acquisitions, investments and restricted payments.

The Term Loan Amendment Agreement also reduces the applicable margin for LIBOR borrowings under the Prior Term Loan Facility from 3.25% to 3.00% and, with respect to base rate borrowings, from 2.25% to 2.00%.

Aside from the foregoing changes, the terms and conditions of the Prior ABL Facility and the Prior Term Loan Facility are each substantially similar to their respective terms and conditions before the effectiveness of the ABL Amendment Agreement and Term Loan Amendment Agreement, as applicable.

The descriptions of the ABL Amendment Agreement and the Term Loan Amendment Agreement are qualified by the full text of the ABL Amendment Agreement and the Term Loan Amendment Agreement, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

Indenture and 6.375% Senior Notes due 2022

On April 9, 2014, Kindred completed a private placement of $500 million aggregate principal amount of 6.375% senior notes due 2022 (the "New Notes"). The New Notes were issued pursuant to the indenture, dated as of April 9, 2014 (the "New Indenture"), among Kindred, the guarantors party thereto (the "Guarantors") and Wells Fargo Bank, National Association, as trustee (the "Trustee").

. . .



Item 1.02. Termination of a Material Definitive Agreement

On April 9, 2014, an irrevocable notice of redemption of Kindred's 8.25% senior notes due 2019 (the "Existing Notes") was delivered to the holders thereof, calling for redemption of the entire outstanding $550 million aggregate principal amount of the Existing Notes on May 9, 2014 (the "Redemption Date") pursuant to the terms of the indenture dated as of June 1, 2011 (the "Existing Indenture"), as supplemented and amended from time to time, among Kindred, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee. The redemption price for the Existing Notes to be redeemed (the "Redemption Price") is equal to 100% of the principal amount of the Existing Notes plus accrued and unpaid interest on the Existing Notes to but excluding the Redemption Date plus the Applicable Premium as defined in the Existing Indenture. The Existing Indenture is filed as Exhibit 4.1 to Kindred's Current Report on Form 8-K filed with the SEC on June 3, 2011.


On April 9, 2014, Kindred deposited an amount greater than or equal to the Redemption Price with the trustee for the Existing Notes, and provided the trustee with irrevocable instructions to apply the deposit to redeem the Existing Notes on the Redemption Date. Pursuant to these actions, the Existing Indenture was satisfied and discharged in accordance with its terms. As a result, Kindred and the guarantors party thereto have been released from their obligations with respect to the Existing Indenture and the Existing Notes, except with respect to those provisions of the Existing Indenture that by their terms survive the satisfaction and discharge.

The information set forth under Item 1.01 above under the heading "-Certain Relationships" is incorporated herein by reference.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 above regarding the ABL Amendment Agreement, the Term Loan Amendment Agreement and the New Indenture is incorporated herein by reference.



Item 3.03. Material Modification to Rights of Security Holders

The information set forth under Item 1.01 above regarding working capital restrictions and other limitations upon the payment of dividends under the ABL Amendment Agreement, the Term Loan Amendment Agreement and the New Indenture is incorporated herein by reference.



Item 7.01. Regulation FD Disclosure

Incorporated by reference is a press release issued by Kindred on April 10, 2014, which is attached hereto as Exhibit 99.1. This information is being furnished under Item 7.01 and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit
  No.                                Description of Exhibit

 4.1         Indenture (including form of Note), dated as of April 9, 2014, among
             Kindred Healthcare, Inc., the Guarantors party thereto and Wells Fargo
             Bank, National Association, as trustee.

 4.2         Registration Rights Agreement, dated as of April 9, 2014, among
             Kindred Healthcare, Inc., the Guarantors party thereto and J.P. Morgan
             Securities LLC, as representative of the initial purchasers.

10.1*        Second Amendment and Restatement Agreement dated as of April 9, 2014
             to the Amended and Restated ABL Credit Agreement, by and among Kindred
             Healthcare, Inc., the other Credit Parties party thereto, the
             Consenting Lenders and JPMorgan Chase Bank, N.A., as Administrative
             Agent and Collateral Agent.

10.2*        Third Amendment and Restatement Agreement dated as of April 9, 2014 to
             the Second Amended and Restated Term Loan Credit Agreement, by and
             among Kindred Healthcare, Inc., the other Credit Parties party
             thereto, the New Term Lenders and JPMorgan Chase Bank, N.A., as
             Administrative Agent and Collateral Agent.

99.1         Press Release, dated April 10, 2014, issued by Kindred Healthcare,
             Inc.

* Kindred will furnish supplementally to the SEC upon request a copy of any omitted exhibit or schedule.


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