Brigade Strongly Supports Glass Lewis Recommendation to Vote AGAINST Kindred Healthcare Merger

NEW YORK--()--Brigade Capital Management, LP (“Brigade”), on behalf of funds managed by it, announced today that it strongly supports the recommendation by leading independent institutional investor advisor, Glass Lewis, to vote AGAINST the Kindred Healthcare’s 2018 merger-related proxy proposals. In its report, Glass Lewis highlights its concerns regarding the questionable timing and unattractive financial terms of the transaction, as well as the excessive senior executive compensation that would become payable upon shareholder approval of the company’s “Golden Parachute” proxy proposal. Brigade urges all Kindred shareholders to read the Glass Lewis report and to vote:

  • AGAINST the merger proposal; and
  • AGAINST the Golden Parachute proposal – advisory vote on the named executive officer merger-related compensation proposal.

In Brigade’s December 27, 2017 and March 19, 2018 letters to Kindred’s CEO, Ben Breier, and the Kindred Board of Directors, Brigade expressed its strongly held view that the proposed transaction is ill-timed and materially undervalues the company. With a 7.5% ownership position, Brigade is one of the largest, as well as a long-term, Kindred shareholder. In its letters, Brigade stated that with properly focused leadership in place, Kindred can execute its long-time strategy and deliver value as a stand-alone company, while continuing to focus on superior clinical quality. Kindred’s management has long held that the Company is poised to grow profitability and materially de-lever its balance sheet, which in turn – as management had been saying, up until the transaction announcement – will drive substantial value for existing shareholders.

Brigade intends to vote AGAINST the proposed transaction and urges all Kindred shareholders to vote AGAINST the proposed transaction, based upon a grossly inadequate deal price.

About Brigade Capital Management, LP

Brigade Capital Management, LP is an SEC-registered investment advisor focusing on investing in the global high-yield market and levered equities. The firm was founded in 2006 and is managed by Donald E. Morgan, III, CIO and Managing Partner. The firm is headquartered in New York City with offices in the United Kingdom, Japan and Australia. The firm employs a multi-strategy, multi-asset class investment approach focused on leveraged balance sheets. The core strategies include long/short credit, distressed debt, capital structure arbitrage and levered equities. Brigade Capital Management, LP’s investment process is fundamentally driven, focusing on asset coverage and free cash flow, with an emphasis on capital preservation. The team possesses deep sector expertise throughout the entire leveraged finance market and has extensive experience in capital restructurings and bankruptcy reorganization.


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