Page 8 of 15 – SEC Filing
Item 1. Security and Issuer
This statement relates to shares of common
stock of Kindred Healthcare, Inc. (the “Issuer”), par value $0.25 per share (the “Common Stock”). The address
and principal executive office of the Issuer is 680 South Fourth Street, Louisville, Kentucky 40202.
Item 2. Identity and Background
This statement is being filed on behalf
of Brigade Capital Management, LP, a Delaware limited partnership (“Brigade”), Brigade Capital Management GP, LLC,
a Delaware limited liability company (“GP”), Brigade Leveraged Capital Structures Fund Ltd., a Cayman Islands exempted
company (“LCS”), Brigade Distressed Value Master Fund Ltd., a Cayman Islands exempted company (“DSTR”),
Tasman Fund LP, a Cayman Islands exempted limited partnership (“TASM”) and Donald E. Morgan, III, a U.S. citizen (collectively,
the “Reporting Persons”). The principal executive offices of Brigade, GP and Donald E. Morgan, III are located at 399
Park Ave, 16th Floor, New York, NY 10022. The principal executive offices of LCS, DSTR and TASM are at c/o Intertrust
Fiduciary Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KYI-9007, Cayman Islands. Brigade is a global
investment management firm specializing in credit investment strategies that was founded in 2006. The principal business of GP
is acting as the general partner of Brigade. The principal business of LCS, DSTR and TASM is investing in securities.
Information regarding each executive
officer, director and controlling person of LCS and DSTR and the general partner and controlling person of each of Brigade, GP
and TASM is set forth in Schedule I hereto and incorporated herein by reference.
During the last five years, none of
Brigade, GP, LCS, DSTR or TASM, nor, to the best knowledge of the foregoing, any of their controlling persons or any other person
named on Schedule I have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, none of
Brigade, GP, LCS, DSTR or TASM, nor, to the best knowledge of the foregoing, any of their controlling persons or any other persons
named on Schedule I is 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
LCS used approximately $79.2 million (excluding
brokerage commissions) of the working capital of LCS to purchase shares of Common Stock (including the shares of Common Stock
reported in this Schedule 13D and shares of Common Stock previously sold by LCS), DSTR used approximately $4.3 million (excluding
brokerage commissions) of the working capital of DSTR to purchase shares of Common Stock (including the shares of Common Stock
reported in this Schedule 13D and shares of Common Stock previously sold by DSTR) and TASM used approximately $4.8 million (excluding
brokerage commissions) of the working capital of TASM to purchase shares of Common Stock (including the shares of Common Stock
reported in this Schedule 13D and shares of Common Stock previously sold by TASM).
Item 4. Purpose of Transaction
Brigade, as the investment manager of LCS,
DSTR and TASM, acquired the shares of Common Stock reported herein for investment purposes in the ordinary course of business.
Brigade acquired such shares of Common Stock because it believed that the shares of Common Stock reported herein, when purchased,
represented an attractive investment opportunity.
