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KND > SEC Filings for KND > Form 8-K on 3-Jun-2014All Recent SEC Filings

Show all filings for KINDRED HEALTHCARE, INC



Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets.

On June 1, 2014, Kindred Healthcare, Inc. (the "Company") transferred the operations of seven nursing centers located in Wisconsin (the "Transferred Facilities") to subsidiaries of Midwest Geriatric Management, LLC ("MGM"). MGM also purchased certain assets (other than tangible personal property) used by the Company to operate the Transferred Facilities for an aggregate purchase price to be determined post-closing (estimated at approximately $80,000), pursuant to the terms and conditions set forth in seven separate Operations Transfer Agreements. While no single Operations Transfer Agreement qualifies as a material contract, the June 1, 2014 divestiture of the Transferred Facilities to MGM taken as a whole qualify as a disposition of a significant amount of assets. Other than with respect to the Transferred Facilities, no material relationship exists between MGM and the Company (or any of their affiliates, directors or officers).

The Transferred Facilities were previously leased from Ventas, Inc. ("Ventas") and had lease terms expiring on September 30, 2014. Ventas purchased the tangible personal property used by the Company to operate the Transferred Facilities pursuant to the terms of the underlying leases for an aggregate purchase price of approximately $1.6 million. As more fully described in the "Master Lease Agreements" section of the Company's Form 10-K filed with the Securities and Exchange Commission on February 28, 2014, the Company leased 38 transitional care hospitals and 105 nursing centers as of December 31, 2013 from Ventas under five master lease agreements.

A pro forma income statement is not provided as the Company has reflected the operating results for the Transferred Facilities as discontinued operations for all historical periods beginning September 30, 2013 (the date the Company and Ventas entered into agreements to exit 60 of the 105 nursing centers leased from Ventas, including the Transferred Facilities). A pro forma balance sheet is not provided due to the immateriality of proceeds received from the sale of assets from the Transferred Facilities. The Transferred Facilities accounted for revenues of $50 million for the year ended December 31, 2013 and $12.1 million for the quarter ended March 31, 2014 and pretax losses of $6.5 million and $0.9 million for each such respective period.

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