Obligation Kindred Healthcare Inc 6.375% ( US494580AD57 ) en USD

Kindred Healthcare Inc

100 % ▲

Etas-Unis

US494580AD57 ( en USD )

6.375% par an ( paiement semestriel )

14/04/2022 - Obligation échue

Prospectus brochure de l'obligation Kindred Healthcare Inc US494580AD57 en USD 6.375%, échue

2 000 USD

500 000 000 USD

494580AD5

L'Obligation émise par Kindred Healthcare Inc ( Etas-Unis ) , en USD, avec le code ISIN US494580AD57, paye un coupon de 6.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2022

L'Obligation émise par Kindred Healthcare Inc ( Etas-Unis ) , en USD, avec le code ISIN US494580AD57, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Kindred Healthcare Inc ( Etas-Unis ) , en USD, avec le code ISIN US494580AD57, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-200963
PROSPECTUS

Kindred Healthcare, Inc.
Offer to Exchange any and all of our outstanding unregistered 6.375% Senior Notes due 2022
for $500,000,000 aggregate principal amount of our new 6.375% Senior Notes due 2022
that have been registered under the Securities Act of 1933, as amended (the "Securities Act")
Terms of the Exchange Offer

· We are offering to exchange any and all of our outstanding unregistered 6.375% Senior Notes due 2022 that were issued on April 9,

2014 (the "Old Notes") for an equal amount of new 6.375% Senior Notes due 2022 (the "New Notes," and together with the Old Notes,
the "notes").

· The exchange offer expires at 5:00 p.m., New York City time, on January 28, 2015 (such date and time, the "Expiration Date," unless

we extend or terminate the exchange offer, in which case the "Expiration Date" will mean the latest date and time to which we extend
the exchange offer).

· Tenders of the Old Notes may be withdrawn at any time prior to the Expiration Date.

· The Old Notes may be exchanged only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

· All Old Notes that are validly tendered and not validly withdrawn will be exchanged.

· The exchange of the Old Notes for the New Notes will not be a taxable exchange for U.S. federal income tax purposes.

· We will not receive any proceeds from the exchange offer.

· The terms of the New Notes to be issued in the exchange offer are substantially the same as the terms of the Old Notes, except that the

offer of the New Notes is registered under the Securities Act, and the New Notes have no transfer restrictions, registration rights or
rights to additional interest.

· The New Notes will not be listed on any securities exchange. A public market for the New Notes may not develop, which could make

selling the New Notes difficult.
Each broker-dealer that receives the New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Notes. The letter of transmittal accompanying this prospectus states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with
resales of the New Notes received in exchange for the Old Notes where such Old Notes were acquired by such broker-dealer as a result of market-
making activities or other trading activities. For a period of 120 days after the Expiration Date, we will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

Investing in the New Notes to be issued in the exchange offer involves certain risks. See "Risk Factors"
beginning on page 14.

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We are not making an offer to exchange the Old Notes in any jurisdiction where the offer is not permitted.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is December 29, 2014.
Table of Contents
TABLE OF CONTENTS

Page
WHERE YOU CAN FIND MORE INFORMATION

i
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

i
SUMMARY

1
RATIO OF EARNINGS TO FIXED CHARGES
13
RISK FACTORS
14
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
50
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
53
DESCRIPTION OF THE EXCHANGE OFFER
55
DESCRIPTION OF THE NOTES
65
FORM, BOOK-ENTRY PROCEDURES AND TRANSFER
122
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
125
PLAN OF DISTRIBUTION
127
USE OF PROCEEDS
127
LEGAL MATTERS
127
EXPERTS
127
LETTER OF TRANSMITTAL
A-1

We are responsible for the information contained and incorporated by reference in this prospectus. We have not authorized anyone to give
you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction
where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person to
whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information
contained in this document speaks only as of the date of this document unless the information specifically indicates that another date
applies.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-4 to register this exchange offer of the New Notes, which you can access on the
SEC's website at www.sec.gov. This prospectus, which forms part of the registration statement, does not contain all of the information included in
that registration statement. For further information about us and about the New Notes offered in this prospectus, you should refer to the registration
statement and its exhibits. You may read and copy any materials we file with the SEC at the Public Reference Room maintained by the SEC at 100
F Street, N.E., Washington, D.C. 20549. You may obtain further information about the operation of the SEC's Public Reference Room by calling
the SEC at 1-800-SEC-0330. These materials are also available to the public from the SEC's website at www.sec.gov. Please note that the SEC's
website is included in this prospectus as an inactive textual reference only.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We "incorporate by reference" into this prospectus certain information we and Gentiva Health Services, Inc. ("Gentiva") file with the SEC, which
means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an
important part of this prospectus. Certain information that we subsequently file with the SEC will automatically update and supersede information
in this prospectus and in our and Gentiva's other filings with the SEC.

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We incorporate by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of the initial
registration statement and prior to the termination of the exchange offer, except that we are not incorporating any information included in a Current
Report on Form 8-K that has been or will be furnished (and not filed) with the SEC, unless such information is expressly incorporated herein by a
reference in a furnished Current Report on Form 8-K or other furnished document:

· our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 28, 2014 (the "Kindred 2013

10-K") (the financial statements and related audit report and management discussion and analysis have been superseded by the Current
Report on Form 8-K filed with the SEC on November 14, 2014);

· our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 filed with the SEC on May 9, 2014; June 30, 2014 filed

with the SEC on August 11, 2014; and September 30, 2014 filed with the SEC on November 7, 2014;

· portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 3, 2014 that are incorporated by reference into

Part III of our Annual Report on Form 10-K for the year ended December 31, 2013;

· our Current Reports on Form 8-K filed with the SEC on October 4, 2011 (Exhibits 99.3 and 99.4 only); January 2, 2014; January 16,
2014; February 4, 2014; February 21, 2014 (Item 8.01 and Exhibit 99.2 only); March 26, 2014; March 27, 2014; March 28,
2014; April 14, 2014 (excluding Item 7.01 and Exhibit 99.1); April 17, 2014; May 8, 2014 (Item 8.01 and Exhibit 99.2 only); May 15,
2014 (Item 8.01 and Exhibit 99.1 only); May 23, 2014; June 3, 2014; June 16, 2014 (SEC Accession No. 0001193125-14-237656);
June 16, 2014 (SEC Accession No. 0001193125-14-237710) (Item 8.01 and Exhibit 99.1 only); June 20, 2014; June 25, 2014; July 25,

2014; August 7, 2014 (Item 8.01 and Exhibit 99.2 only); October 9, 2014 (Item 8.01 only); October 14, 2014; October 23,
2014; October 31, 2014; November 3, 2014; November 6, 2014 (SEC Accession No. 0001193125-14-398918); November 6, 2014
(SEC Accession No. 0001193125-14-399781) (Item 8.01 and Exhibit 99.2 only); November 12, 2014 (Item 1.01 only); November 17,
2014; November 20, 2014; November 25, 2014; December 8, 2014; December 12, 2014, December 15, 2014, December 17, 2014 and
December 18, 2014 (Item 1.01 only);

· our Current Report on Form 8-K filed with the SEC on November 14, 2014 (including a recast presentation of certain sections of the

Kindred 2013 10-K);

· our Current Report on Form 8-K filed with the SEC on November 17, 2014 (including the unaudited pro forma condensed combined

financial statements as of and for the nine months ended September 30, 2014 and for the year ended December 31, 2013);

· "Part I. Financial Information--Item 1. Financial Statements" of Gentiva Health Services, Inc.'s Quarterly Report on Form 10-Q for

the quarter ended September 30, 2014 filed with the SEC on November 14, 2014;

· "Item 8. Financial Statements and Supplementary Data" of Gentiva Health Services, Inc.'s Annual Report on Form 10-K/A for the year

ended December 31, 2013 filed with the SEC on November 14, 2014; and

· Gentiva Health Services, Inc.'s Current Report on Form 8-K/A (Amendment No. 1) (Exhibits 99.1 and 99.2 only) filed with the SEC on

December 23, 2013.
The representations, warranties and covenants contained in the Merger Agreement (as defined herein) were made only for purposes of such
agreement and as of specific dates, were solely for the benefit of the parties to such agreement, may be subject to limitations agreed upon by the
contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to
such agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable

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to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and
should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or
condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of
representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully
reflected in Kindred's or Gentiva's public disclosures.
Copies of these filings may be obtained at no cost by writing or calling us at the following address and telephone number:
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Corporate Secretary
Kindred Healthcare, Inc.
680 South Fourth Street
Louisville, Kentucky 40202
Telephone: (502) 596-7300
To obtain timely delivery of any copies of filings requested, please write or call us no later than five business days before the Expiration
Date of the exchange offer. This means that you must request this information no later than January 21, 2015.
Kindred's filings above are also available to the public on our website http://www.kindredhealthcare.com. (We have included our website address
as an inactive textual reference and do not intend it to be an active link to our website. Information on our website is not part of this prospectus.)

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SUMMARY
The following information supplements, and should be read together with, the information contained or incorporated by reference in other
parts of this prospectus. This summary highlights selected information from this prospectus. As a result, it does not contain all the information
that may be important to you and is qualified in its entirety by more detailed information appearing elsewhere in, or incorporated by
reference into, this prospectus. You should carefully read this entire prospectus, including the documents incorporated by reference herein,
which are described under "Where You Can Find More Information" and "Incorporation of Certain Information by Reference" before
making an investment decision. You should pay special attention to the "Risk Factors" section of this prospectus and the "Risk Factors"
sections of our Annual Report on Form 10-K for the year ended December 31, 2013 and our Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2014 before making an investment decision.
In this prospectus, unless otherwise specified or the context requires otherwise: (i) references to "we," "us," "our," the "Company," the
"issuer" and "Kindred" are references to Kindred Healthcare, Inc. and its consolidated subsidiaries as of the date hereof; (ii) references to
"Gentiva" are references to Gentiva Health Services, Inc. and its consolidated subsidiaries as of the date hereof; and (iii) references to the
"combined company" are references to Kindred Healthcare, Inc. and its consolidated subsidiaries (including Gentiva and its consolidated
subsidiaries) after the completion of the Transactions, including the Merger (each as defined herein), and assume that the Merger is
completed.
With respect to the discussion of the terms of the notes on the cover page, in the section entitled "Summary--Summary of the Exchange
Offer," in the section entitled "Summary--Summary of the New Notes" and in the section entitled "Description of the Notes," references to
"we," "us" or "our" include only Kindred Healthcare, Inc. and not any other consolidated subsidiaries of Kindred Healthcare, Inc.
Company Overview
General
Kindred is one of the largest diversified post-acute healthcare providers in the United States. At September 30, 2014, Kindred, through its
subsidiaries, provided healthcare services in 2,376 locations across 47 states.
We have organized our business into four operating divisions:

· Hospital Division--Our hospital division provides long-term acute care ("LTAC") services to medically complex patients through
the operation of a national network of 97 transitional care ("TC") hospitals with 7,145 licensed beds and five inpatient rehabilitation

hospitals ("IRFs") with 215 licensed beds in 22 states as of September 30, 2014. We operate the second largest network of TC
hospitals and IRFs in the United States based upon number of facilities.

· Nursing Center Division--Our nursing center division provides quality, cost-effective care through the operation of a national
network of 99 nursing centers (12,478 licensed beds) and six assisted living facilities (341 beds) located in 21 states as of

September 30, 2014. Through our nursing centers, we provide short stay patients and long stay residents with a full range of
medical, nursing, rehabilitative, pharmacy and routine services, including daily dietary, social and recreational services.

· Rehabilitation Division--Our rehabilitation division provides rehabilitation services, including physical and occupational
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therapies and speech pathology services, to residents and patients of nursing centers, acute and LTAC hospitals, outpatient clinics,

home health agencies and assisted living facilities under the name "RehabCare." Within our rehabilitation division, we are
organized into two

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reportable operating segments: skilled nursing rehabilitation services ("SRS") and hospital rehabilitation services ("HRS"). Our
SRS operations provide contract therapy services primarily to freestanding nursing centers, school districts and hospice providers.
As of September 30, 2014, our SRS segment provided rehabilitative services to 1,896 nursing centers in 45 states. Our HRS

operations provide program management and therapy services on an inpatient basis in hospital-based inpatient rehabilitation units,
LTAC hospitals, sub-acute (or skilled nursing) units, as well as on an outpatient basis to hospital-based and other satellite
programs. As of September 30, 2014, our HRS segment operated 102 hospital-based inpatient rehabilitation units and provided
rehabilitation services in 117 LTAC hospitals, 10 sub-acute (or skilled nursing) units and 139 outpatient clinics.

· Care Management Division--Our care management division primarily provides home health, hospice and private duty services,
under the name "Kindred at Home," to patients in a variety of settings, including homes, nursing centers and other residential
settings. As of September 30, 2014, we operated 152 Kindred at Home hospice, home health and non-medical home care locations

in 13 states. While minor in scope at this time, our care management division is also developing (1) physician coverage across sites
of service, (2) care managers to improve care transitions, (3) information sharing and technology connectivity, (4) patient
placement tools, and (5) condition-specific clinical programs and outcome measures.
We believe that the independent focus of each of our divisions on the unique aspects of its business enhances its ability to improve the quality
of its operations and achieve operating efficiencies.
All financial and statistical information presented or incorporated by reference in this prospectus reflects the continuing operations of our
businesses for all periods presented unless otherwise indicated.
Corporate and Other Information
Our business is conducted through Kindred Healthcare, Inc., a Delaware corporation and the issuer of the New Notes offered hereby, and its
consolidated subsidiaries. Our principal executive offices are located at 680 South Fourth Street, Louisville, Kentucky 40202 and our
telephone number is (502) 596-7300. Our corporate website address is www.kindredhealthcare.com. We do not incorporate the information
contained on, or accessible through, our corporate website into this prospectus, and you should not consider it part of this prospectus.
Recent Developments
We entered into an incremental joinder agreement dated as of December 12, 2014 (the "Incremental ABL Joinder") to the ABL Credit
Agreement dated as of June 1, 2011, as previously amended and restated from time to time (as amended, the "ABL Facility"). See "--
Acquisition of Gentiva Health Services--Financing Transactions--Credit Facilities Amendments."
On December 8, 2014, we launched an unregistered offering of $1.35 billion aggregate principal amount of senior unsecured notes (the
"Senior Notes") in a private placement (the "Senior Notes Offering"). The Senior Notes Offering priced on December 11, 2014 and closed on
December 18, 2014. The Senior Notes consist of $750 million aggregate principal amount of 8.00% senior notes due 2020 and $600 million
aggregate principal amount of 8.75% senior notes due 2023. See "--Acquisition of Gentiva Health Services--Financing Transactions--Senior
Notes Offering."
On November 25, 2014, we completed the offering of (i) 150,000 7.50% tangible equity units of the Company (the "Units") for cash and
(ii) 5,000,000 shares of common stock, par value $0.25 per share, of the Company ("Common Stock") for cash. On December 1, 2014, the
underwriters exercised their over-allotment options to purchase 22,500 additional Units and 395,759 additional shares of Common Stock. The
sale of the additional Units and additional shares of Common Stock closed on December 3, 2014. In this prospectus, we refer to the offering
and sale of the Units as the "Units Offering" and the offering and sale of our Common Stock as the "Common Stock Offering."

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On November 25, 2014, we entered into a fourth amendment and restatement agreement (the "Term Loan Amendment") among Kindred, the
consenting lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Term Loan Amendment amended and restated
the Term Loan Credit Agreement dated as of June 1, 2011, as amended and restated from time to time (as amended, the "Term Loan Facility"
and, together with the ABL Facility, the "Credit Facilities"), to, among other items, modify certain provisions to permit the issuance of the
Senior Notes into an escrow account, increase the applicable interest rate margins on the term loans, temporarily increase the maximum total
leverage ratio permitted under the financial maintenance covenants and modify certain provisions related to the incurrence of debt and the
making of acquisitions, investments and restricted payments.
On November 11, 2014, we entered into a definitive agreement (the "Centerre Merger Agreement") to acquire Centerre Healthcare
Corporation ("Centerre"), a national company that operates IRFs in partnership with leading acute care hospitals and health systems, for a
purchase price of approximately $195 million in cash (the "Centerre Acquisition"). Centerre currently operates 11 IRFs with a total of 612
beds in joint ventures with acute-care hospital systems in eight states. Centerre has two additional hospitals with a total of 90 beds under
construction and scheduled to open in 2015, and additional potential hospitals in various stages of development. The Centerre Acquisition is
subject to several conditions to closing, including, among others, approval of the merger agreement by the requisite vote of Centerre's
stockholders, regulatory approvals, consents from certain joint venture partners and certain other customary conditions to closing, including
the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). The
Centerre Acquisition is expected to close in the first quarter of 2015.
On November 5, 2014, we announced that upon closing of our acquisition of Gentiva, which is expected in the first quarter of 2015, David A.
Causby will become the President of the combined Kindred at Home business. Mr. Causby, currently Gentiva's President and Chief Operating
Officer, will be responsible for the combined company's home health, hospice, palliative, and community care offerings. Mr. Causby will
serve on the Company's Executive Committee and will report to Benjamin A. Breier, Kindred's President and Chief Operating Officer.
On October 30, 2014, we announced that Benjamin A. Breier will become Chief Executive Officer on March 31, 2015, succeeding Paul J.
Diaz who will become Executive Vice Chairman of Kindred's board of directors. Mr. Breier will also become a member of Kindred's board of
directors, effective March 31, 2015.
On October 9, 2014, we entered into a definitive agreement to acquire Gentiva, a leading national provider of home health, hospice and
community care services in the United States, for a total consideration of approximately $1.8 billion. For additional information, see
"Acquisition of Gentiva Health Services."
Acquisition of Gentiva Health Services
Acquisition Overview
On October 9, 2014, Kindred and Gentiva entered into the Agreement and Plan of Merger, dated as of October 9, 2014 (the "Merger
Agreement"), under which Kindred will acquire Gentiva and its subsidiaries (the "Merger") for (i) $14.50 in cash (the "Cash Consideration"),
without interest, and (ii) 0.257 shares of a validly issued, fully paid and nonassessable share of our Common Stock (the "Stock Consideration"
and, together with the Cash Consideration, the "Merger Consideration") per share of Gentiva's common stock, $0.10 par value (each a
"Gentiva Share"). The Merger Agreement provides for the merger of the Merger Sub, a wholly owned subsidiary of the Company, with and
into Gentiva, with Gentiva surviving the Merger as a wholly owned subsidiary of the Company. Nothing in this prospectus should be
construed as an offer to purchase any of the Gentiva Shares, our Common Stock or the Senior Notes.

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The combination of Kindred and Gentiva will create a nation-wide integrated care delivery system. The transaction combines two market
leaders in complementary specialties and creates a combined company with significantly increased diversity and scale. Further, the transaction
will enhance Kindred's leading position in the post-acute and rehabilitation services market in the United States and will make "Kindred at
Home" one of the largest and most geographically diversified home health and hospice providers in the United States. By combining two
market leaders, we believe that the Merger will advance the development of our integrated approach to patient care, creating significant value
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for both companies' patients, employees and shareholders. The combined company will operate across 47 states with more than 2,860
locations.
If the Merger is completed, we intend to use the net proceeds of the Financing Transactions (as defined below), to fund the Cash Consideration
for the Merger, to repay Gentiva's existing debt and to pay related fees and expenses.
Gentiva Overview
Gentiva Health Services, Inc. is a leading provider of home health services, hospice services and community care services serving patients
through approximately 493 locations in 40 states as of September 30, 2014. Gentiva provides a single source for skilled nursing; physical,
occupational, speech and neuro-rehabilitation services; hospice services; social work; nutrition; disease management education; help with
daily living activities; and other therapies and services. Gentiva's revenues are generated predominantly from federal and state government
programs and, to a minor extent, commercial insurance and individual consumers.
Gentiva organizes its business into three operating segments:

· Home Health Segment--provides direct home nursing and therapy services operations, including specialty programs, through

approximately 294 locations located in 38 states as of September 30, 2014;

· Hospice Segment--serves terminally ill patients and their families through approximately 165 locations operating in 30 states as of

September 30, 2014; and

· Community Care Segment--serves patients who have chronic or long-term disabilities who need help with routine personal care
through approximately 34 locations in four states as of September 30, 2014. These services include help with personal needs, such

as bathing and dressing, and household activities, such as laundry and shopping, all of which help enable the patient to remain at
home.
On October 18, 2013, Gentiva completed the acquisition of certain assets relating to the home health, hospice and community care businesses
of Harden Healthcare Holdings, Inc. ("Harden") pursuant to an agreement and plan of merger dated as of September 18, 2013 for a total
consideration of $426.8 million, exclusive of transaction costs, in a combination of cash and stock.
During 2013, Gentiva undertook a corporate restructuring initiative, referred to as "One Gentiva," to better align its home health, hospice and
community care businesses under a common regional management structure. In addition, it undertook a branch rationalization initiative to
review under-performing branches. As a result of this review, Gentiva has closed or consolidated 94 branches through the first half of 2014.
See "Risk Factors--Risk Factors Relating to the Merger" and "Cautionary Statement Regarding Forward-Looking Statements" for risks,
uncertainties and other factors that may influence the outcome of our acquisition of Gentiva.

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Financing Transactions
As described in more detail below, the following transactions (collectively, the "Financing Transactions") have occurred or are expected to
occur in connection with the Merger:

· we entered into the Credit Facilities Amendments and plan to borrow approximately $164 million under the ABL Facility (each, as

defined below);

· we are offering $1.35 billion aggregate principal amount of Senior Notes in the Senior Notes Offering;

· we issued 172,500 Units in the Units Offering; and

· we issued 5,395,759 shares of Common Stock in the Common Stock Offering.
Credit Facilities Amendments
We entered into an amendment and restatement agreement dated as of October 31, 2014 (the "ABL Amendment") to the ABL Facility to,
among other items, modify certain provisions to permit the issuance of the Senior Notes into escrow. Upon the completion of the Merger and
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the satisfaction of certain other conditions, the ABL Amendment provides for a further amendment and restatement of the ABL Facility to,
among other items, modify certain provisions related to the incurrence of debt and the making of acquisitions, investments and restricted
payments.
In addition, we also entered into the Incremental ABL Joinder to the ABL Facility. Upon the completion of the Merger and the satisfaction of
certain other conditions, the Incremental ABL Joinder provides for additional revolving commitments in an aggregate principal amount of
$150.0 million.
We entered into the Term Loan Amendment on November 25, 2014, which amended and restated the Term Loan Facility, to, among other
items, modify certain provisions to permit the issuance of the Senior Notes into escrow, increase the applicable interest rate margins on the
term loans, temporarily increase the maximum total leverage ratio permitted under the financial maintenance covenants and modify certain
provisions related to the incurrence of debt and the making of acquisitions, investments and restricted payments.
The amendments to the Credit Facilities as set forth in the ABL Amendment, the Incremental ABL Joinder and the Term Loan Amendment
are referred to in this prospectus as the "Credit Facilities Amendments."
Senior Notes Offering
We are offering $1.35 billion aggregate principal amount of Senior Notes in a private placement. The Senior Notes Offering priced on
December 11, 2014 and closed on December 18, 2014. The Senior Notes were issued initially by Kindred Escrow Corp. II, a wholly owned
subsidiary of Kindred (the "Escrow Issuer"), and the gross proceeds from the Senior Notes Offering, together with any additional amount
sufficient to fund the redemption price and any accrued interest, were deposited into escrow until the Merger is completed. If the Merger is
completed, the Escrow Issuer will be merged with and into Kindred, and as a result we will assume the Escrow Issuer's obligations under the
Senior Notes and the Senior Notes will be guaranteed on a senior unsecured basis by each of our domestic 100% owned restricted subsidiaries
that guarantee the Credit Facilities. If the Merger is not completed, the Escrow Issuer will redeem all of the Senior Notes at a redemption price
specified in the indentures governing the Senior Notes. The indentures governing the Senior Notes contain customary covenants, including,
among others, covenants that restrict our ability and our subsidiaries' ability to pay dividends, make distributions or redeem or repurchase our
capital stock.

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The Senior Notes Offering was not registered with the SEC, and the Senior Notes were sold privately by means of a confidential offering
memorandum.
Units Offering
On November 25, 2014, in an offering registered with the SEC, we completed the sale of 150,000 Units for cash. On December 1, 2014, the
underwriters exercised in full their over-allotment option to purchase 22,500 additional Units, which we closed on December 3, 2014. Each
Unit is comprised of a prepaid stock purchase contract issued by the Company (a "Purchase Contract") and one share of 7.25% Mandatory
Redeemable Preferred Stock, Series A of the Company (the "Mandatory Redeemable Preferred Stock") having a final "preferred stock
installment payment date" (as defined in the prospectus supplement for the Units Offering) of December 1, 2017 and an initial liquidation
preference of $201.58 per share of Mandatory Redeemable Preferred Stock. The net proceeds from the Units Offering, after deducting the
underwriting discount and estimated offering expenses, were approximately $166.3 million.
Common Stock Offering
On November 25, 2014, in an offering registered with the SEC, we completed the sale of 5,000,000 shares of our Common Stock for cash. On
December 1, 2014, the underwriters exercised their over-allotment option to purchase 395,759 additional shares of Common Stock, which we
closed on December 3, 2014. The net proceeds of the Common Stock Offering, after deducting the underwriting discount and estimated
offering expenses, were approximately $101.0 million.
The Merger, the Credit Facilities Amendments, the Units Offering, the Common Stock Offering, the Senior Notes Offering and the payment of
associated fees and expenses are collectively referred to in this prospectus as the "Transactions." We cannot assure you that we will complete
all of the Financing Transactions on the terms contemplated by this prospectus or at all.

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424B3

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Summary of the Exchange Offer

Background
On April 9, 2014, we issued $500 million aggregate principal amount of the Old Notes
in an unregistered offering. In connection with that offering, we entered into a
registration rights agreement on April 9, 2014 (the "Registration Rights Agreement"), in
which we agreed, among other things, to complete this exchange offer. Under the terms
of the exchange offer, you are entitled to exchange the Old Notes for the New Notes
evidencing the same indebtedness and with substantially similar terms. You should read
the discussion under the heading "Description of the Notes" for further information
regarding the New Notes.

The Exchange Offer
We are offering to exchange, for each $1,000 aggregate principal amount of our Old
Notes validly tendered and accepted, $1,000 aggregate principal amount of our New
Notes in authorized denominations.

We will not pay any accrued and unpaid interest on the Old Notes that we acquire in the
exchange offer. Instead, interest on the New Notes will accrue (a) from the later of
(i) the last interest payment date on which interest was paid on the Old Note surrendered
in exchange for the New Note or (ii) if the Old Note is surrendered for exchange on a

date in a period that includes the record date for an interest payment date to occur on or
after the date of such exchange and as to which interest will be paid, the date of such
interest payment date, or (b) if no interest has been paid, from and including April 9,
2014, the original issue date of the Old Notes.

As of the date of this prospectus, $500 million aggregate principal amount of the Old

Notes are outstanding.

Denominations of New Notes
Tendering holders of the Old Notes must tender the Old Notes in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof. The New
Notes will be issued in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on January 28, 2015,
unless we extend or terminate the exchange offer in which case the "Expiration Date"
will mean the latest date and time to which we extend the exchange offer.

Settlement Date
The settlement date of the exchange offer will be as soon as practicable after the
Expiration Date of the exchange offer.

Withdrawal of Tenders
Tenders of the Old Notes may be withdrawn at any time prior to the Expiration Date.

Conditions to the Exchange Offer
Our obligation to consummate the exchange offer is subject to certain customary
conditions, which we may assert or waive. See "Description of the Exchange Offer--
Conditions to the Exchange Offer."

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424B3
Procedures for Tendering
To participate in the exchange offer, you must follow the automatic tender offer
program ("ATOP") procedures established by The Depository Trust Company ("DTC")
for tendering the Old Notes held in book-entry form. The ATOP procedures require that
the exchange agent receive, prior to the Expiration Date of the exchange offer, a
computer-generated message known as an "agent's message" that is transmitted through
ATOP and that DTC confirm that:

· DTC has received instructions to exchange your Old Notes; and

· you agree to be bound by the terms of the letter of transmittal.

For more details, please read "Description of the Exchange Offer--Terms of the
Exchange Offer" and "Description of the Exchange Offer--Procedures for Tendering."
If you elect to have the Old Notes exchanged pursuant to this exchange offer, you must

properly tender your Old Notes prior to the Expiration Date. All Old Notes validly
tendered and not properly withdrawn will be accepted for exchange. The Old Notes may
be exchanged only in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.

Consequences of Failure to Exchange
If we complete the exchange offer and you do not participate in it, then:

· your Old Notes will continue to be subject to the existing restrictions upon their

transfer;

· we will have no further obligation to provide for the registration under the

Securities Act of those Old Notes except under certain limited circumstances; and

· the liquidity of the market for your Old Notes could be adversely affected.

Certain Income Tax Considerations
The exchange pursuant to the exchange offer will not be a taxable event for U.S. federal
income tax purposes. See "Certain U.S. Federal Income Tax Considerations" in this
prospectus.

Use of Proceeds
We will not receive any cash proceeds from the issuance of the New Notes in this
exchange offer.

Exchange Agent
Wells Fargo Bank, National Association is the exchange agent for the exchange offer.

Regulatory Approvals
Other than the federal securities laws, there are no federal or state regulatory
requirements that we must comply with and there are no approvals that we must obtain
in connection with the exchange offer.

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Summary of the New Notes

Issuer
Kindred Healthcare, Inc., a Delaware corporation.

Securities Offered
$500 million aggregate principal amount of 6.375% Senior Notes due 2022.

Maturity Date
April 15, 2022.

Interest Rate
6.375% per annum, payable semi-annually in arrears on April 15 and October 15 of each
year, commencing on October 15, 2014. Interest on the New Notes will accrue (a) from
the later of (i) the last interest payment date on which interest was paid on the Old Note
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Document Outline

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