Kindred asks shareholders to approve sale to Humana

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Ben Breier
Ben Breier

Leaders at Kindred Healthcare have urged shareholders to approve its sale to Humana and two private equity rms. At the same time, the Louisville, KY-based provider informed shareholders that there could be tough days ahead for the company.

The one-time, long-term care giant noted it expects labor and shifting payment strategy pressures to remain.

The $4.1 billion sale to Humana and the equity firms, as well as the challenging outlook, were mentioned both in a U.S. Securities and Exchange Commission proxy statement and an investor presentation in early February.

The SEC filings included shareholder notification of an upcoming — but so far undated, as of press time — special meeting during which they will be asked to vote on the proposal.

Kindred CEO Ben Breier favors the deal, which the SEC says has until Aug. 17 to be completed.

Kindred officers announced in December that its board had agreed to an acquisition by Humana, the huge insurer; Welsh, Carson, Anderson & Stowe; and TPG.

Kindred also confirmed that it would divide itself into two new entities, one devoted to home care and the other for long-term acute care and other speciality hospitals.

Kindred's home health, hospice and community care businesses will spin into a standalone company called Kindred at Home. Ownership will be split 40/60 between Humana and the equity firms TPG Capital and Welsh, Carson, Anderson & Stowe.

The company's long-term acute-care hospitals, rehabilitation centers and contract rehabilitation services will operate as a specialty hospital company owned by TPG and WCAS. It will carry the Kindred Healthcare name.

There was dissension among shareholders when news of the Humana deal broke. Brigade Capital Management said it opposed the takeover as originally pro- posed. Brigade owned more than 5% of the company's stock when the proposed deal was announced.