Page 9 of 14 – SEC Filing
Explanatory Note
This Amendment No. 1 (“Amendment”)
relates to the common stock, par value $0.25 per share (the “Common Stock”), of Kindred Healthcare, Inc. (the “Issuer”).
This Amendment amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”)
on December 27, 2017 (the “initial Schedule 13D”). The initial Schedule 13D, as amended and supplemented by this Amendment,
is referred to herein as the “Schedule 13D.” Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 2. Identity and Background
Item 2 of the initial Schedule 13D is
hereby amended to include Brigade Cavalry Fund Ltd., a Cayman Islands exempted company (“EQTY”), as a Reporting Person.
The principal executive offices of EQTY are located at c/o Intertrust Fiduciary Services (Cayman) Limited, 190 Elgin Avenue, George
Town, Grand Cayman KYI-9007, Cayman Islands.
The principal business of EQTY is investing
in securities.
Information regarding each executive
officer, director and controlling person of EQTY is set forth in Schedule I hereto and incorporated herein by reference.
During the last five years, neither
EQTY nor, to the best knowledge of the foregoing, any of its controlling persons has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds
or Other Consideration
Item 3 of the initial Schedule 13D is hereby
amended by adding the following:
LCS used approximately $2,356,250 (excluding
brokerage commissions) of the working capital of LCS to purchase the shares of Common Stock reported in this Amendment, DSTR used
approximately $1,215,000 (excluding brokerage commissions) of the working capital of DSTR to purchase the shares of Common Stock
reported in this Amendment and EQTY used approximately $456,000 (excluding brokerage commissions) of the working capital of EQTY
to purchase the shares of Common Stock reported in this Amendment.
Item 4. Purpose of Transaction
Item 4 of the initial Schedule 13D is hereby
amended by adding the following after the fifth paragraph thereof:
Brigade maintains its opposition to the proposed
$9.00 per share cash merger price for the reasons detailed in the Letter. Brigade continues to believe that the timing of the proposed
Merger is ill-timed, as it does not allow the Issuer’s existing shareholders to benefit from the much improved go forward earnings
power of the business despite their support throughout the Issuer’s repositioning efforts. The Merger timing at the current valuation
instead gives the Consortium the benefits which belong to the Issuer’s existing shareholders. Brigade eagerly awaits the opportunity
to review the definitive proxy statement describing the Merger and continues to evaluate various options to protect its investors
from being insufficiently compensated.
