Edgar Filing: HELIAN HEALTH GROUP INC

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

FORM S-4

As filed with the Securities and Exchange Commission on September 17, 2015

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

KINDRED HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

8050

(Primary standard industrial classification code number)

61-1323993

(I.R.S. Employer Identification No.)

680 South Fourth Street

Louisville, Kentucky 40202-2412

(502) 596-7300

(Address, including zip code, and telephone number, including area code, of principal executive offices)

and the Guarantors identified in Table of Additional Registrant Guarantors below

Joseph L. Landenwich, Esq.

Co-General Counsel and Corporate Secretary

Kindred Healthcare, Inc.

680 South Fourth Street

Louisville, Kentucky 40202

(502) 596-7300

Nicolas Grabar, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2000

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

(Copies of all communications, including
communications sent to agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price(1)	Amount of registration fee(2)
8.00% Senior Notes due 2020	$750,000,000	100%	$750,000,000	$87,150
Guarantees for the 8.00% Senior Notes due 2020	(3)	(3)	(3)	(3)
8.75% Senior Notes due 2023	$600,000,000	100%	$600,000,000	$69,720
Guarantees for the 8.75% Senior Notes due 2023	(3)	(3)	(3)	(3)

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended (the “Securities Act”).

(2)	Calculated pursuant to Rule 457 under the Securities Act.

(3)	Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to the guarantees.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission (the “SEC”), acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANT GUARANTORS


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
ABC Hospice, LLC	Texas	20-8716006	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Aberdeen Holdings, Inc.	Texas	72-2695805	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Able Home Healthcare, Inc.	Texas	77-0601595	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Access Home Health of Florida, LLC	Delaware	06-1451363	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Advanced Oncology Services, Inc.	Florida	65-0180784	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Alpine Home Health Care, LLC	Colorado	36-4473376	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Alpine Home Health II, Inc.	Colorado	20-1987917	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Alpine Home Health, Inc.	Mississippi	64-0921774	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Alpine Resource Group, Inc.	Colorado	20-1987950	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
American Homecare Management Corp.	Delaware	11-3306095	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
American Hospice, Inc.	Texas	75-2486047	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
American VitalCare, L.L.C.	California	22-2646452	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
Asian American Home Care, Inc.	California	94-3247811	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Avery Manor Nursing, L.L.C.	Delaware	20-3618851	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Bayberry Care Center, L.L.C.	Delaware	20-4454621	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Bethany Hospice, LLC	Delaware	20-2999369	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Braintree Nursing, L.L.C.	Delaware	20-3618766	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
BWB Sunbelt Home Health Services, LLC	Texas	75-1901342	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
California Hospice, LLC	Texas	30-0711730	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
California Nursing Centers, L.L.C.	Delaware	20-4454493	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Capital Care Resources of South Carolina, LLC	Georgia	56-2102603	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Capital Care Resources, LLC	Georgia	58-2411159	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Capital Health Management Group, LLC	Georgia	58-2313705	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Care Center of Rossmoor, L.L.C.	Delaware	20-4454602	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
Centerre Healthcare Corporation	Delaware	06-1646451	8069	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Central Arizona Home Health Care, Inc.	Arizona	86-0714789	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Chaparral Hospice, Inc.	Texas	35-2224605	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Chattahoochee Valley Home Care Services, LLC	Georgia	03-0387821	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Chattahoochee Valley Home Health, LLC	Georgia	34-1994007	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
CHC Management Services, LLC	Missouri	20-8092157	8069	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
CHMG Acquisition LLC	Georgia	04-3813487	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
CHMG of Atlanta, LLC	Georgia	54-2089073	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
CHMG of Griffin, LLC	Georgia	54-2089075	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Clear Lake Rehabilitation Hospital, L.L.C.	Delaware	20-2971820	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Colorado Hospice, L.L.C.	Colorado	27-2141126	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Compass Hospice, Inc.	Texas	27-0001235	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
Country Estates Nursing, L.L.C.	Delaware	20-3618740	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Courtland Gardens Health Center, Inc.	Connecticut	06-1149454	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
CRH of Arlington, LLC	Delaware	46-4445306	8069	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
CRH of Avon, LLC	Delaware	47-2071854	8069	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
CRH of Cleveland, LLC	Delaware	45-0923586	8069	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
CRH of Dallas, LLC	Missouri	20-8182311	8069	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
CRH of Fort Worth, LLC	Delaware	27-0862820	8069	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
CRH of Indianapolis, LLC	Delaware	45-3338192	8069	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
CRH of Lancaster, LLC	Missouri	27-0670878	8069	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
CRH of Langhorne, LLC	Delaware	27-3267166	8069	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
CRH of Madison, LLC	Delaware	46-3214780	8069	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
CRH of Memphis, LLC	Delaware	90-0911604	8069	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
CRH of Oklahoma City, LLC	Delaware	27-5346177	8069	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
CRH of Springfield, LLC	Delaware	46-1158523	8069	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
CRH of St. Louis, LLC	Missouri	20-8734892	8069	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
CRH of Waukesha, LLC	Missouri	26-2332031	8069	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Eastern Carolina Home Health Agency, LLC	North Carolina	56-1590744	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Faith Home Health and Hospice, LLC	Kansas	47-0884412	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Faith in Home Services, L.L.C.	Kansas	20-1931763	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Family Hospice, Ltd.	Texas	75-2588221	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
FHI GP, Inc.	Texas	75-2588220	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
FHI Health Systems, Inc.	Delaware	75-2588219	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
FHI LP, Inc.	Nevada	88-0335145	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
FHI Management, Ltd.	Texas	75-2588222	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
First Home Health, Inc.	West Virginia	55-0750157	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Focus Care Health Resources, Inc.	Texas	75-2784006	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Foothill Nursing Company Partnership	California	91-1473634	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Forestview Nursing, L.L.C.	Delaware	20-3618900	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
GBA Holding, Inc.	Texas	75-2855493	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
GBA West, LLC	Texas	26-2944774	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Gentiva Certified Healthcare Corp.	Delaware	11-2645333	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Gentiva Health Services (Certified), Inc.	Delaware	11-3454105	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Gentiva Health Services (USA) LLC	Delaware	11-3414024	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Gentiva Health Services Holding Corp.	Delaware	11-3454104	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Gentiva Health Services, Inc.	Delaware	36-4335801	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Gentiva Rehab Without Walls, LLC	Delaware	06-1725406	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
Gentiva Services of New York, Inc.	New York	11-2802024	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Georgia Hospice, LLC	Texas	27-4251135	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Gilbert’s Home Health Agency, Inc.	Mississippi	64-0730826	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Gilbert’s Hospice Care of Mississippi, LLC	Mississippi	20-1296854	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Gilbert’s Hospice Care, LLC	Mississippi	20-0566932	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Girling Health Care Services of Knoxville, Inc.	Tennessee	62-1406895	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Girling Health Care, Inc.	Texas	74-2115034	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Goddard Nursing, L.L.C.	Delaware	20-3618957	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Greenbrae Care Center, L.L.C.	Delaware	20-4454677	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Greens Nursing and Assisted Living, L.L.C.	Delaware	20-2822083	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Harborlights Nursing, L.L.C.	Delaware	20-3618878	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Harden Clinical Services, LLC	Texas	27-1519643	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
Harden HC Texas Holdco, LLC	Texas	26-1487182	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Harden Healthcare Holdings, LLC	Delaware	37-1743802	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Harden Healthcare Services, LLC	Texas	26-1569071	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Harden Healthcare, LLC	Texas	74-3024009	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Harden Home Health, LLC	Delaware	65-1299601	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Harden Home Option, LLC	Texas	37-1657856	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Harden Hospice, LLC	Texas	43-2083818	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Haven Health, LLC	Delaware	26-1425546	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Hawkeye Health Services, Inc.	Iowa	42-1285486	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Healthfield Home Health, LLC	Georgia	58-1947694	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Healthfield Hospice Services, LLC	Georgia	58-2284736	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Healthfield of Southwest Georgia, LLC	Georgia	27-0131980	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
Healthfield of Statesboro, LLC	Georgia	68-0593590	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Healthfield of Tennessee, LLC	Georgia	01-0831798	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Healthfield Operating Group, LLC	Delaware	36-4425473	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Healthfield, LLC	Delaware	58-1819650	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Helian ASC of Northridge, Inc.	California	77-0277817	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Helian Health Group, Inc.	Delaware	95-4070276	8093	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
HHS Healthcare Corp.	Delaware	90-0527683	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Highgate Nursing, L.L.C.	Delaware	20-3618795	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Highlander Nursing, L.L.C.	Delaware	20-3618815	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Hillhaven—MSC Partnership	California	93-1023838	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Home Health Care Affiliates of Central Mississippi, L.L.C.	Mississippi	62-1807084	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Home Health Care Affiliates of Mississippi, Inc.	Mississippi	62-1775256	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
Home Health Care Affiliates, Inc.	Mississippi	74-2737989	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Home Health Care of Carteret County, LLC	North Carolina	56-1556547	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Home Health of Rural Texas, Inc.	Texas	75-2374091	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Home Health Services, Inc.	Utah	87-0494759	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Homecare Holdings, Inc.	Florida	65-0837269	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
HomeCare Plus, Inc.	Alabama	63-1214842	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Homestead Health and Rehabilitation Center, L.L.C.	Delaware	20-3329906	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Horizon Health Care Services, Inc.	Texas	76-0456316	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Horizon Health Network LLC	Alabama	33-1017853	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Hospice Care of Kansas and Missouri, L.L.C.	Missouri	48-1210207	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Hospice Care of Kansas, L.L.C.	Kansas	48-1210207	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Hospice Care of the Midwest, L.L.C.	Missouri	48-1210207	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
House Call Doctors, Inc.	Texas	20-3811538	8011	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
IntegraCare Holdings, Inc.	Delaware	20-8781607	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
IntegraCare Home Health Services, Inc.	Texas	75-2865632	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
IntegraCare Hospice of Abilene, LLC	Texas	61-1655487	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
IntegraCare Intermediate Holdings, Inc.	Delaware	20-8781715	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
IntegraCare of Abilene, LLC	Texas	26-4630561	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
IntegraCare of Albany, LLC	Texas	26-2915050	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
IntegraCare of Athens-Home Health, LLC	Texas	27-2139332	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
IntegraCare of Athens-Hospice, LLC	Texas	27-2139269	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
IntegraCare of Granbury, LLC	Texas	26-1908767	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
IntegraCare of Littlefield, LLC	Texas	26-4618941	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
IntegraCare of Olney Home Health, LLC	Texas	81-0638801	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
IntegraCare of Texas, LLC	Texas	20-8768235	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
IntegraCare of West Texas-Home Health, LLC	Texas	27-0686207	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
IntegraCare of West Texas-Hospice, LLC	Texas	27-0686137	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
IntegraCare of Wichita Falls, LLC	Texas	27-0686266	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Iowa Hospice, L.L.C.	Iowa	20-2589495	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Isidora’s Health Care Inc.	Texas	65-1285069	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
J.B. Thomas Hospital, Inc.	Massachusetts	04-3209212	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KAH Development 1, L.L.C.	Delaware	46-3869231	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KAH Development 2, L.L.C.	Delaware	46-3877624	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KAH Development 3, L.L.C.	Delaware	46-3892868	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KAH Development 4, L.L.C.	Delaware	46-3902994	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KAH Development 5, L.L.C.	Delaware	46-3924999	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
KAH Development 6, L.L.C.	Delaware	46-3936305	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KAH Development 7, L.L.C.	Delaware	46-3945997	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KAH Development 8, L.L.C.	Delaware	46-3958634	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KAH Development 9, L.L.C.	Delaware	46-3971480	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KAH Development 10, L.L.C.	Delaware	46-3992741	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KAH Development 11, L.L.C.	Delaware	46-3982070	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KAH Development 12, L.L.C.	Delaware	46-4002959	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KAH Development 13, L.L.C.	Delaware	46-4015730	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KAH Development 14, L.L.C.	Delaware	46-4025157	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KAH Development 15, L.L.C.	Delaware	46-4033562	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Braintree Hospital, L.L.C.	Delaware	20-3618938	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Development 4, L.L.C.	Delaware	20-2822034	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
Kindred Development 7, L.L.C.	Delaware	20-2822097	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Development 8, L.L.C.	Delaware	20-2822116	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Development 9, L.L.C.	Delaware	20-2822132	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Development 10, L.L.C.	Delaware	20-2822148	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Development 11, L.L.C.	Delaware	20-2822172	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Development 12, L.L.C.	Delaware	20-2822200	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Development 13, L.L.C.	Delaware	20-2822219	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Development 15, L.L.C.	Delaware	20-2822255	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Development 17, L.L.C.	Delaware	20-3329727	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Development 27, L.L.C.	Delaware	20-3329890	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Development 29, L.L.C.	Delaware	20-3329915	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Development Holdings 3, L.L.C.	Delaware	20-2822011	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
Kindred Development Holdings 5, L.L.C.	Delaware	20-2822056	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Healthcare Operating, Inc.	Delaware	52-2085484	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Healthcare Services, Inc.	Delaware	61-1264993	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Hospice Services, L.L.C.	Delaware	26-0717945	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Hospital-Palm Beach, L.L.C.	Delaware	20-3329716	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Hospital-Pittsburgh-North Shore, L.L.C.	Delaware	20-2822240	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Hospitals East, L.L.C.	Delaware	52-2085555	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Hospitals Limited Partnership	Delaware	52-2085561	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Hospitals West, L.L.C.	Delaware	52-2085556	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Hospital-Springfield, L.L.C.	Delaware	20-3329924	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Hospital-Toledo, L.L.C.	Delaware	20-2821971	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Nevada, L.L.C.	Delaware	52-2085559	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
Kindred Nursing Centers Central Limited Partnership	Delaware	52-2134134	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Nursing Centers East, L.L.C.	Delaware	52-2085557	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Nursing Centers Limited Partnership	Delaware	52-2085562	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Nursing Centers North, L.L.C.	Delaware	52-2134130	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Nursing Centers South, L.L.C.	Delaware	52-2134132	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Nursing Centers West, L.L.C.	Delaware	52-2085558	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Rehab Services, Inc.	Delaware	33-0359338	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Kindred Systems, Inc.	Delaware	61-1239343	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Development 50, L.L.C.	Delaware	26-0717534	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Development 51, L.L.C.	Delaware	26-0717557	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Development 52, L.L.C.	Delaware	32-0315911	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Development 53, L.L.C.	Delaware	26-0717649	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
KND Development 54, L.L.C.	Delaware	26-0717650	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Development 55, L.L.C.	Delaware	26-0717700	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Development 56, L.L.C.	Delaware	26-0717720	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Development 57, L.L.C.	Delaware	26-0717861	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Development 58, L.L.C.	Delaware	26-0717881	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Development 59, L.L.C.	Delaware	26-0717903	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Development 60, L.L.C.	Delaware	58-2182891	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Development 61, L.L.C.	Delaware	65-0549911	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Development 62, L.L.C.	Delaware	46-0893880	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Development 63, L.L.C.	Delaware	46-0905418	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Hospital Real Estate Holdings, L.L.C.	Delaware	26-2162659	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 1, L.L.C.	Delaware	26-0709558	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
KND Real Estate 2, L.L.C.	Delaware	26-0709578	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 3, L.L.C.	Delaware	26-0709614	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 4, L.L.C.	Delaware	26-0709645	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 5, L.L.C.	Delaware	26-0710006	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 6, L.L.C.	Delaware	26-0710041	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 7, L.L.C.	Delaware	26-0710089	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 8, L.L.C.	Delaware	26-0710126	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 9, L.L.C.	Delaware	26-0710175	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 10, L.L.C.	Delaware	26-0710197	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 11, L.L.C.	Delaware	26-0710226	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 12, L.L.C.	Delaware	26-0710270	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 13, L.L.C.	Delaware	26-0710286	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
KND Real Estate 14, L.L.C.	Delaware	26-0710314	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 15, L.L.C.	Delaware	26-0710335	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 16, L.L.C.	Delaware	26-0710365	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 17, L.L.C.	Delaware	26-0710427	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 18, L.L.C.	Delaware	26-0710446	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 19, L.L.C.	Delaware	26-0710469	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 20, L.L.C.	Delaware	26-0710495	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 21, L.L.C.	Delaware	26-2162815	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 22, L.L.C.	Delaware	26-2162837	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 23, L.L.C.	Delaware	26-2162857	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 24, L.L.C.	Delaware	26-2162868	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 25, L.L.C.	Delaware	26-2162889	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
KND Real Estate 26, L.L.C.	Delaware	26-2165510	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 27, L.L.C.	Delaware	26-2165558	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 28, L.L.C.	Delaware	26-2165581	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 29, L.L.C.	Delaware	26-2165620	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 30, L.L.C.	Delaware	26-2165832	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 31, L.L.C.	Delaware	26-2165913	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 32, L.L.C.	Delaware	26-2165953	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 33, L.L.C.	Delaware	26-2165984	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 34, L.L.C.	Delaware	26-2166047	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 35, L.L.C.	Delaware	26-2166087	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 36, L.L.C.	Delaware	26-2166429	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 37, L.L.C.	Delaware	26-2166498	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
KND Real Estate 38, L.L.C.	Delaware	26-2166543	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 39, L.L.C.	Delaware	26-2166600	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 40, L.L.C.	Delaware	26-2166651	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 41, L.L.C.	Delaware	26-2166736	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 42, L.L.C.	Delaware	26-2166781	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 43, L.L.C.	Delaware	26-2166808	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 44, L.L.C.	Delaware	26-2166835	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 45, L.L.C.	Delaware	26-2166872	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 46, L.L.C.	Delaware	45-3605441	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 47, L.L.C.	Delaware	45-3605450	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 48, L.L.C.	Delaware	45-3605455	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 49, L.L.C.	Delaware	45-3605457	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
KND Real Estate 50, L.L.C.	Delaware	45-3605470	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate 51, L.L.C.	Delaware	45-3620952	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Real Estate Holdings, L.L.C.	Delaware	26-0708352	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND Rehab Real Estate Holdings, L.L.C.	Delaware	26-2162539	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
KND SNF Real Estate Holdings, L.L.C.	Delaware	26-2162624	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Lafayette Health Care Center, Inc.	Georgia	58-1815590	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Lafayette Specialty Hospital, L.L.C.	Delaware	20-2971752	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Lakes Hospice, L.L.C.	Iowa	65-1302887	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Laurel Lake Health and Rehabilitation, L.L.C.	Delaware	20-3618836	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Lighthouse Hospice—Coastal Bend, LLC	Texas	22-3946976	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Lighthouse Hospice—Metroplex, LLC	Texas	26-3228001	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Lighthouse Hospice Management, LLC	Texas	06-1787617	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
Lighthouse Hospice Partners, LLC	Texas	35-2190648	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Lighthouse Hospice-San Antonio, LLC	Texas	87-0798501	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Maine Assisted Living, L.L.C.	Delaware	20-3618707	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Massachusetts Assisted Living, L.L.C.	Delaware	20-3618679	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Meadows Nursing, L.L.C.	Delaware	20-3618981	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Med. Tech. Services of South Florida, Inc.	Florida	65-0277280	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
MedEquities, Inc.	California	77-0236579	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Medical Hill Rehab Center, L.L.C.	Delaware	20-4454548	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Med-Tech Private Care, Inc.	Florida	65-0937639	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Med-Tech Services of Dade, Inc.	Florida	65-1033439	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Med-Tech Services of Palm Beach, Inc.	Florida	65-0644307	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Mid-South Home Care Services, LLC	Alabama	82-0559231	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
Mid-South Home Health Agency, LLC	Alabama	82-0559199	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Mid-South Home Health of Gadsden, LLC	Georgia	14-1909499	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Mid-South Home Health, LLC	Delaware	63-0772385	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Mills Medical Practices, LLC	Ohio	26-3042830	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Missouri Home Care of Rolla, Inc.	Missouri	43-1317147	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
New Triumph HealthCare of Texas, L.L.C.	Texas	20-1576450	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
New Triumph HealthCare, Inc.	Delaware	20-1601670	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
New Triumph HealthCare, LLP	Texas	20-1601875	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
New York Healthcare Services, Inc.	New York	22-2695367	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
North West Texas Home Health Services, LLC	Texas	75-1902373	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Northland LTACH, LLC	Delaware	20-4340714	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
NP Plus, LLC	Delaware	20-5105668	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
NRP Holdings Company	Delaware	52-2210242	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Nursing Care—Home Health Agency, Inc.	West Virginia	55-0633030	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Odyssey HealthCare Austin, LLC	Delaware	75-2937832	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Odyssey HealthCare Detroit, LLC	Delaware	75-2937832	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Odyssey HealthCare Fort Worth, LLC	Delaware	75-2937832	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Odyssey HealthCare GP, LLC	Delaware	75-2932676	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Odyssey HealthCare Holding Company	Delaware	75-2925311	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Odyssey HealthCare LP, LLC	Delaware	74-2998154	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Odyssey HealthCare Management, LP	Delaware	75-2923658	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Odyssey HealthCare of Augusta, LLC	Delaware	26-0711782	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Odyssey HealthCare of Flint, LLC	Delaware	26-3920362	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Odyssey HealthCare of Marion County, LLC	Delaware	75-3238731	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
Odyssey HealthCare of Savannah, LLC	Delaware	26-0712052		680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Odyssey HealthCare of St. Louis, LLC	Delaware	26-1174571	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Odyssey HealthCare Operating A, LP	Delaware	75-2752908	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Odyssey HealthCare Operating B, LP	Delaware	75-2937832	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Odyssey HealthCare, Inc.	Delaware	43-1723043	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
OHS Service Corp.	Texas	22-3690699	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Omega Hospice, LLC	Alabama	20-8667430	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Outreach Health Services of North Texas, LLC	Texas	75-2284154	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Outreach Health Services of the Panhandle, LLC	Texas	75-2378887	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Pacific Coast Care Center, L.L.C.	Delaware	20-4454527	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Pacific West Home Care, LLC	Delaware	45-3193521	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Peoplefirst HomeCare & Hospice of California, L.L.C.	Delaware	26-3107002	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
Peoplefirst HomeCare & Hospice of Colorado, L.L.C.	Delaware	26-0717967	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Peoplefirst HomeCare & Hospice of Indiana, L.L.C.	Delaware	26-0717917	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Peoplefirst HomeCare & Hospice of Massachusetts, L.L.C.	Delaware	26-3106972	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Peoplefirst HomeCare & Hospice of Ohio, L.L.C.	Delaware	26-0718025	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Peoplefirst HomeCare & Hospice of Utah, L.L.C.	Delaware	26-3106957	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Peoplefirst HomeCare of Colorado, L.L.C.	Delaware	26-3106983	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Peoplefirst Virginia, L.L.C.	Delaware	20-4487458	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PersonaCare of Connecticut, Inc.	Connecticut	06-1152293	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PersonaCare of Huntsville, Inc.	Delaware	52-1846556	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PersonaCare of Ohio, Inc.	Delaware	34-1708224	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PersonaCare of Reading, Inc.	Delaware	52-1831134	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PersonaCare of Wisconsin, Inc.	Delaware	39-1718735	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
PF Development 5, L.L.C.	Delaware	26-0718044	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PF Development 6, L.L.C.	Delaware	26-3106899	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PF Development 7, L.L.C.	Delaware	26-3106911	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PF Development 8, L.L.C.	Delaware	26-3106922	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PF Development 9, L.L.C.	Delaware	26-3106934	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PF Development 10, L.L.C.	Delaware	26-3106949	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PF Development 15, L.L.C.	Delaware	26-3107011	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PF Development 16, L.L.C.	Delaware	46-0818835	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PF Development 17, L.L.C.	Delaware	46-0823977	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PF Development 18, L.L.C.	Delaware	46-0833810	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PF Development 19, L.L.C.	Delaware	46-0842544	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PF Development 20, L.L.C.	Delaware	46-0856432	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
PF Development 21, L.L.C.	Delaware	46-0860128	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PF Development 22, L.L.C.	Delaware	46-0872119	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PF Development 23, L.L.C.	Delaware	46-0881549	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PF Development 26, L.L.C.	Delaware	58-2182892	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PF Development 27, L.L.C.	Delaware	58-2182890	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PHH Acquisition Corp.	Delaware	20-5043135	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
PHHC Acquisition Corp.	Delaware	38-3784032	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Physician Housecalls, LLC	Colorado	83-0436338	8011	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Professional Healthcare at Home, LLC	California	26-0519402	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Professional Healthcare, LLC	Delaware	20-5043143	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
QC-Medi New York, Inc.	New York	11-2750425	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Quality Care—USA, Inc.	New York	11-2256479	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
Rehab Insurance Corporation	Delaware	45-4743799	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Rehab Staffing, L.L.C.	Delaware	20-3329753	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
RehabCare Development 2, L.L.C.	Delaware	45-3621144	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
RehabCare Development 3, L.L.C.	Delaware	45-3621168	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
RehabCare Development 4, L.L.C.	Delaware	45-3621198	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
RehabCare Development 5, L.L.C.	Delaware	45-3621228	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
RehabCare Group East, Inc.	Delaware	43-1802466	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
RehabCare Group Management Services, Inc.	Delaware	36-4204216	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
RehabCare Group of Amarillo, L.P.	Texas	41-2185466	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
RehabCare Group of Arlington, LP	Texas	11-3746563	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
RehabCare Group of California, L.L.C.	Delaware	77-0473927	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
RehabCare Group of Texas, L.L.C.	Texas	75-2742089	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
RehabCare Group, Inc.	Delaware	51-0265872	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
RehabCare Hospital Holdings, L.L.C.	Delaware	20-3044067	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Salt Lake Physical Therapy Associates, Inc.	Utah	87-0484010	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Saturday Partners, LLC	Colorado	20-1930463	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
SCCI Health Services Corporation	Delaware	75-2572322	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
SCCI Hospital—Easton, Inc.	Delaware	20-5508507	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
SCCI Hospital—El Paso, Inc.	Delaware	74-2983423	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
SCCI Hospital—Mansfield, Inc.	Delaware	20-5508472	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
SCCI Hospital Ventures, Inc.	Delaware	75-2670892	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
SCCI Hospitals of America, Inc.	Delaware	75-2695684	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Senior Home Care, Inc.	Florida	59-3080333	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
SHC Holding, Inc.	Delaware	42-1699530	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
SHC Rehab, Inc.	Florida	27-3976422	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Siena Care Center, L.L.C.	Delaware	20-4454646	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Smith Ranch Care Center, L.L.C.	Delaware	20-4454574	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Southern California Specialty Care, Inc.	California	95-4494847	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Southern Nevada Home Health Care, Inc.	Nevada	87-0494757	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Southern Utah Home Health, Inc.	Utah	87-0480180	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Southern Utah Home Oxygen & Medical Equipment, Inc.	Utah	87-0548601	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Specialty Healthcare Services, Inc.	Delaware	75-2663189	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Specialty Hospital of Cleveland, Inc.	Ohio	34-1901793	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Specialty Hospital of Philadelphia, Inc.	Pennsylvania	52-2166228	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Specialty Hospital of South Carolina, Inc.	South Carolina	57-1064023	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Springfield Park View Hospital, L.L.C.	Delaware	20-3618921	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
Symphony Health Services, L.L.C.	Delaware	55-0839302	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Synergy Healthcare Group, Inc.	Louisiana	72-1458115	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Synergy Home Care-Acadiana Region, Inc.	Louisiana	72-1487473	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Synergy Home Care-Capitol Region, Inc.	Louisiana	20-1376846	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Synergy Home Care-Central Region, Inc.	Louisiana	36-4516940	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Synergy Home Care-Northeastern Region, Inc.	Louisiana	72-1178497	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Synergy Home Care-Northshore Region, Inc.	Louisiana	72-1223659	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Synergy Home Care-Northwestern Region, Inc.	Louisiana	72-1431394	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Synergy Home Care-Southeastern Region, Inc.	Louisiana	72-1429305	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Synergy, Inc.	Louisiana	94-3419676	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Tar Heel Health Care Services, LLC	North Carolina	56-1456991	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Texas Health Management Group, LLC	Texas	20-1424756	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
THC—Chicago, Inc.	Illinois	36-3915965	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
THC—Houston, Inc.	Texas	75-2504884	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
THC—North Shore, Inc.	Illinois	61-1316854	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
THC—Orange County, Inc.	California	33-0629983	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
THC—Seattle, Inc.	Washington	91-1637321	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
The American Heartland Hospice Corp.	Missouri	43-1697602	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
The Home Option, L.L.C.	Texas	26-2527353	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
The Home Team of Kansas LLC	Kansas	74-3052911	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
The Therapy Group, Inc.	Louisiana	72-1220586	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
TherEX, Inc.	Delaware	62-1732653	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Total Care Home Health of Louisburg, LLC	Georgia	68-0593592	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Total Care Home Health of North Carolina, LLC	Georgia	20-0091435	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
Total Care Home Health of South Carolina, LLC	Georgia	20-0091422	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Tower Hill Nursing, L.L.C.	Delaware	20-3618774	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Transitional Hospitals Corporation of Indiana, Inc.	Indiana	35-1896219	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Transitional Hospitals Corporation of Louisiana, Inc.	Louisiana	72-1224577	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Transitional Hospitals Corporation of Nevada, Inc.	Nevada	88-0304473	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Transitional Hospitals Corporation of New Mexico, Inc.	New Mexico	85-0415191	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Transitional Hospitals Corporation of Tampa, Inc.	Florida	59-3170069	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Transitional Hospitals Corporation of Texas, Inc.	Texas	75-2451969	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Transitional Hospitals Corporation of Wisconsin, Inc.	Wisconsin	39-1766624	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Trinity Hospice of Texas, LLC	Texas	75-2900007	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Triumph HealthCare Holdings, Inc.	Delaware	20-1601788	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Triumph HealthCare Second Holdings, L.L.C.	Delaware	20-3379275	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
Triumph HealthCare Third Holdings, L.L.C.	Delaware	20-5265393	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Triumph Hospital Northwest Indiana, Inc.	Missouri	43-1726280	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Triumph Rehabilitation Hospital Northern Indiana, L.L.C.	Indiana	27-4061273	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Triumph Rehabilitation Hospital of Northeast Houston, LLC	Delaware	45-2956602	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Tucker Nursing Center, Inc.	Georgia	58-1218686	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Tulsa Specialty Hospital L.L.C.	Delaware	20-2971691	8060	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Van Winkle Home Health Care, Inc.	Mississippi	62-1669388	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Vernon Home Health Care Agency, LLC	Texas	75-1995143	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Vista Hospice Care, LLC	Delaware	86-0808230	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
VistaCare of Boston, LLC	Delaware	26-1544595	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
VistaCare USA, LLC	Delaware	86-0914505	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
VistaCare, LLC	Delaware	06-1521534	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300


Exact Name of Additional Registrant As Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Primary Standard Industrial Classification Code Number	Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices
Voyager Acquisition, L.P.	Texas	20-1953497	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Voyager Home Health, Inc.	Delaware	26-1501792	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Voyager HospiceCare, Inc.	Delaware	20-1173787	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
VTA Management Services, L.L.C.	Delaware	55-0839383	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
VTA Staffing Services, LLC	Delaware	01-0826753	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
We Care Home Health Services, Inc.	California	33-0665550	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Wellstream Health Services, LLC	Texas	74-2380319	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
West Texas, LLC	Texas	75-1900499	8000	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Wiregrass Hospice Care, LLC	Georgia	20-0296636	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Wiregrass Hospice LLC	Alabama	82-0559182	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Wiregrass Hospice of South Carolina, LLC	Georgia	34-2053721	8082	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300
Ygnacio Valley Care Center, L.L.C.	Delaware	20-4454714	8050	680 South Fourth Street Louisville, Kentucky 40202-2412 (502) 596-7300

*	The name, address, including zip code, and telephone number, including area code of the agent for service for each of the additional registrants are the same as Kindred Healthcare, Inc.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is neither an offer to sell nor a solicitation of an offer to purchase these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 17, 2015

PRELIMINARY PROSPECTUS

LOGO

Kindred Healthcare, Inc.

Offer to Exchange any and all of our outstanding unregistered 8.00% Senior Notes due 2020

for $750,000,000 aggregate principal amount of our new 8.00% Senior Notes due 2020

that have been registered under the Securities Act of 1933, as amended (the “Securities Act”)

Offer to Exchange any and all of our outstanding unregistered 8.75% Senior Notes due 2023

for $600,000,000 aggregate principal amount of our new 8.75% Senior Notes due 2023

that have been registered under the Securities Act

Terms of the Exchange Offer

•

We are offering to exchange (i) any and all of our outstanding unregistered 8.00% Senior Notes due 2020 that were issued on December 18, 2014 (the “Old 2020 Notes”) for an equal amount of new 8.00% Senior Notes due 2020 (the “New 2020 Notes” and, together with the Old 2020 Notes, the “2020 notes”) and (ii) any and all of our outstanding unregistered 8.75% Senior Notes due 2023 that were issued on December 18, 2014 (the “Old 2023 Notes” and, together with the Old 2020 Notes, the “Old Notes”) for an equal amount of new 8.75% Senior Notes due 2023 (the “New 2023 Notes” and, together with the Old 2023 Notes, the “2023 notes”). The 2023 notes and the 2020 notes are collectively referred to herein as the “notes.” The New 2023 Notes and the New 2020 Notes are collectively referred to herein as the “New Notes.”

•

The exchange offer expires at 5:00 p.m., New York City time, on , 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 event 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 11.

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 , 2015.

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		10
RISK FACTORS		11
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		43
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA		46
DESCRIPTION OF THE EXCHANGE OFFER		48
DESCRIPTION OF THE NOTES		58
FORM, BOOK-ENTRY PROCEDURES AND TRANSFER		119
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS		122
PLAN OF DISTRIBUTION		125
USE OF PROCEEDS		125
LEGAL MATTERS		125
EXPERTS		125
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 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 other filings with the SEC.

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, 2014 filed with the SEC on March 2, 2015 (the “Kindred 2014 10-K”) (the description of business, financial statements and related audit report and management’s discussion and analysis have been superseded by our Current Report on Form 8-K filed with the SEC on September 17, 2015);

•

our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 filed with the SEC on May 8, 2015 and June 30, 2015 filed with the SEC on August 7, 2015.

•

portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 6, 2015 that are incorporated by reference into Part III of the Kindred 2014 10-K;

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our Current Reports on Form 8-K filed with the SEC on January 2, 2015; January 15, 2015 (SEC Accession No. 0001193125-15-011974); January 15, 2015 (SEC Accession No. 0001193125-15-011984); January 27, 2015; January 28, 2015; January 29, 2015; February 3, 2015 (excluding Item 7.01 and Exhibit 99.1); February 27, 2015 (Item 8.01 and Exhibit 99.2 only); March 6, 2015 (SEC Accession No. 0001193125-15-081193); March 6, 2015 (SEC Accession No. 0001193125-15-081194); March 10, 2015; March 27, 2015; April 1, 2015; April 14, 2015; May 4, 2015; May 7, 2015 (Item 8.01 and Exhibit 99.2 only); May 28, 2015; and August 6, 2015 (Item 8.01 and Exhibit 99.2 only);

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our Current Report on Form 8-K filed with the SEC on September 17, 2015 (including a recast presentation of certain sections of the Kindred 2014 10-K) (the “Recast 8-K”);

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our Current Report on Form 8-K filed with the SEC on September 17, 2015 (including audited financial statements of Centerre Healthcare Corporation and Gentiva Health Services, Inc. for the year ended December 31, 2014 and unaudited pro forma condensed combined financial data of Kindred Healthcare, Inc. as of and for the six months ended June 30, 2015 and for the year ended December 31, 2014);

Copies of these filings may be obtained at no cost by writing or calling us at the following address and telephone number:

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 , 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.)

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” section of the Kindred 2014 10-K before making an investment decision.

In this prospectus, unless otherwise specified or the context requires otherwise:

•

“Kindred,” “we,” “us,” “our” and the “Company” are references to Kindred Healthcare, Inc. and its consolidated subsidiaries, including Gentiva and Centerre;

•

“Gentiva” refers to Gentiva Health Services, Inc. and its consolidated subsidiaries; and

•

“Centerre” refers to Centerre Healthcare Corporation and its consolidated subsidiaries.

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 June 30, 2015, Kindred, through its subsidiaries, provided healthcare services in 2,730 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 96 transitional care (“TC”) hospitals with 7,124 licensed beds in 22 states as of June 30, 2015. We operate the largest network of TC hospitals in the United States based upon revenues. Our TC hospitals are certified as LTAC hospitals under the Medicare program.

•

Kindred at Home Division—Our Kindred at Home division (formerly known as the care management division) primarily provides home health, hospice and private duty services to patients in a variety of settings, including homes, nursing centers and other residential settings. As of June 30, 2015, we operated 656 Kindred at Home hospice, home health and non-medical home care locations in 41 states and are one of the largest home health and hospice companies in the United States based on revenues. While minor in scope at this time, our Kindred at Home 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.

•

Kindred Rehabilitation Services—Kindred Rehabilitation Services division (formerly known as the rehabilitation division) provides rehabilitation services primarily in hospitals and long-term care

settings and operates 16 inpatient rehabilitation hospitals (“IRFs”) with 829 licensed beds in eight states. Within Kindred Rehabilitation Services, we are organized into two reportable operating segments: RehabCare (formerly known as skilled nursing rehabilitation services) and Kindred Hospital Rehabilitation Services (formerly known as hospital rehabilitation services). RehabCare provides contract therapy services primarily to freestanding nursing centers, school districts and hospice providers. As of June 30, 2015, RehabCare provided rehabilitative services in 1,789 sites of service in 44 states. Kindred Hospital Rehabilitation Services includes the provision of 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, and the operation of 16 IRFs. As of June 30, 2015, Kindred Hospital Rehabilitation Services operated or managed 99 hospital-based inpatient rehabilitation units, provided rehabilitation services in 120 LTAC hospitals, eight sub-acute (or skilled nursing) units and 139 outpatient clinics and operated 16 IRFs.

•

Nursing Center Division—Our nursing center division provides quality, cost-effective care through the operation of a national network of 90 nursing centers (11,535 licensed beds) and seven assisted living facilities (375 beds) located in 18 states as of June 30, 2015. 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.

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.

Recent Acquisitions

On October 9, 2014, we entered into an Agreement and Plan of Merger with Gentiva Health Services, Inc. (“Gentiva”), providing for our acquisition of Gentiva (the “Gentiva Merger”). On February 2, 2015, we consummated the Gentiva Merger, with Gentiva continuing as the surviving company and our wholly owned subsidiary. The Gentiva Merger was funded in part by the offering of $1.35 billion aggregate principal amount of the Old Notes in a private placement. The Old Notes were issued initially by Kindred Escrow Corp. II, a wholly owned subsidiary of Kindred (the “Escrow Issuer”), and the gross proceeds from the offering were deposited into escrow pending the completion of the Gentiva Merger. Upon the consummation of the Gentiva Merger, the Escrow Issuer was merged with and into Kindred, and as a result we assumed the Escrow Issuer’s obligations under the Old Notes and the Old Notes were guaranteed on a senior unsecured basis by each of our domestic 100% owned restricted subsidiaries that guarantee the Credit Facilities (as defined below).

On November 11, 2014, we entered into an agreement to acquire Centerre Healthcare Corporation (“Centerre”), a national company dedicated to operating IRFs. On January 1, 2015, we completed the acquisition of Centerre (the “Centerre Acquisition”) for a purchase price of approximately $195 million in cash.

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.

Summary of the Exchange Offer

Background

On December 18, 2014, the Escrow Issuer issued $750 million aggregate principal amount of the Old 2020 Notes and $600 million aggregate principal amount of the Old 2023 Notes in an unregistered offering. In connection with that offering, the Escrow Issuer entered into registration rights agreements with respect to each series of the Old Notes on December 18, 2014 (the “Registration Rights Agreements”), in which it agreed, among other things, to complete this exchange offer. Concurrently with the Gentiva Merger on February 2, 2015, we assumed the obligations of the Escrow Issuer under the Old Notes and the related indentures. In connection with that assumption, we entered into joinder agreements to the Registration Rights Agreements.

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 December 18, 2014, the original issue date of the Old Notes.

As of the date of this prospectus, $750 million aggregate principal amount of the Old 2020 Notes are outstanding and $600 million aggregate principal amount of the Old 2023 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 , 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.”

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 validly 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 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.

Summary of the New Notes

Issuer

Kindred Healthcare, Inc., a Delaware corporation.

Securities Offered

$750 million aggregate principal amount of 8.00% Senior Notes due 2020.

$600 million aggregate principal amount of 8.75% Senior Notes due 2023.

Maturity Date

January 15, 2020 with respect to the New 2020 Notes.

January 15, 2023 with respect to the New 2023 Notes.

Interest Rate

8.00% per annum in the case of the New 2020 Notes and 8.75% per annum in the case of the New 2023 Notes, payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2016. 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 December 18, 2014, the original issue date of the Old Notes.

Optional Redemption

The New 2023 Notes will be redeemable at our option, in whole or in part, at any time on or after January 15, 2018, at the redemption prices set forth in this prospectus, together with accrued and unpaid interest, if any, to the date of redemption.

At any time prior to January 15, 2018, we may redeem up to 35% of the aggregate original principal amount of the New Notes with the proceeds of one or more equity offerings of our common shares at a redemption price of 108.000% for the New 2020 Notes and 108.750% for the New 2023 Notes, of the principal amount of such series of New Notes, together with accrued and unpaid interest, if any, to the date of redemption.

At any time for the New 2020 Notes and at any time prior to January 15, 2018 for the New 2023 Notes, we may also redeem some or all of the New Notes at a redemption price equal to 100% of the principal amount of the New Notes plus accrued and unpaid interest, if any, to the date of redemption, plus a “make-whole” premium.

See “Description of the Notes—Optional Redemption.”

Change of Control, Asset Sales

The occurrence of certain changes of control will require us to offer to purchase from you all or a portion of your New Notes at a price equal to 101% of their principal amount, together with accrued and

unpaid interest, if any, to the date of purchase. See “Description of the Notes—Repurchase at the Option of Holders—Change of Control.”

Certain asset dispositions may require us, under certain circumstances, to use the proceeds from those asset dispositions to make an offer to purchase the New Notes at 100% of their principal amount, together with accrued and unpaid interest, if any, to the date of purchase. See “Description of the Notes—Repurchase at the Option of Holders—Sales of Assets and Subsidiary Stock.”

Guarantees

The New Notes will be fully and unconditionally guaranteed on a senior unsecured basis by all of our domestic 100% owned restricted subsidiaries that guarantee the Term Loan Credit Agreement dated as of June 1, 2011, as amended and restated from time to time (the “Term Loan Facility”) and the ABL Credit Agreement dated as of June 1, 2011, as amended and restated from time to time (the “ABL Facility” and, together with the Term Loan Facility, the “Credit Facilities”). Certain non-100% owned restricted subsidiaries that guarantee the Credit Facilities will not guarantee the New Notes (together with the unrestricted subsidiaries, the “non-guarantor subsidiaries”). All future domestic 100% owned restricted subsidiaries that will guarantee our indebtedness under the Credit Facilities will also fully and unconditionally guarantee the New Notes. The guarantees will be released when the guarantees of our indebtedness under the Credit Facilities are released and in certain other circumstances as described in “Description of the Notes—Subsidiary Guarantees.”

The guarantees will be unsecured senior indebtedness of our guarantors and will have the same ranking with respect to indebtedness of our guarantors as the New Notes will have with respect to our indebtedness.

Ranking

The New Notes will:

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be our general unsecured senior obligations;

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rank equally in right of payment with all of our existing and future senior debt;

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be effectively junior in right of payment to our secured debt, including the Credit Facilities, to the extent of the value of the assets securing such debt;

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be structurally subordinated to all of the existing and future liabilities (including trade payables) of each of our subsidiaries that do not guarantee the New Notes; and

•

be senior in right of payment to all of our existing and future subordinated debt.

As of June 30, 2015, (1) the New Notes and related guarantees ranked effectively junior to approximately $1.37 billion of senior secured

indebtedness consisting solely of borrowings under the Credit Facilities, (2) we had additional borrowing capacity under the ABL Facility of approximately $523 million (subject to a borrowing base and after giving effect to approximately $63 million of letters of credit outstanding on June 30, 2015) and (3) the New Notes ranked effectively junior to approximately $8 million of secured indebtedness of our non-guarantor subsidiaries, consisting of bank notes and capital leases.

Form and Denomination

The New Notes will be issued in fully-registered form. The New Notes will be represented by one or more global notes, deposited with the Trustee (as defined below) as custodian for DTC, and registered in the name of Cede & Co., DTC’s nominee. Beneficial interests in the global notes will be shown on, and any transfers will be effective only through, records maintained by DTC and its participants.

The New Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Certain Covenants

The indentures governing the New Notes contain certain covenants that, among other things, limit our and our restricted subsidiaries’ ability to:

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incur, assume or guarantee additional indebtedness;

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issue redeemable stock and preferred stock;

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pay dividends, make distributions or redeem or repurchase capital stock;

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prepay, redeem or repurchase debt that is junior in right of payment to the notes;

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make loans and investments;

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grant or incur liens;

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restrict dividends, loans or asset transfers from our subsidiaries;

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sell or otherwise dispose of assets, including capital stock of subsidiaries;

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enter into transactions with affiliates; and

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consolidate or merge with or into, or sell substantially all of our assets to, another person.

These covenants will be subject to a number of important exceptions and qualifications. For more details, see “Description of the Notes.”

If the New Notes are rated investment grade at any time by both Standard & Poor’s Ratings Group, Inc. (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”), certain of these covenants will be suspended, and the holders of the New Notes will lose the protection of these covenants.

Absence of Public Market for the New Notes

The New Notes are a new issue of securities and there is currently no established trading market for the New Notes. We do not intend to apply for a listing of the New Notes on any securities exchange or an automated dealer quotation system. Accordingly, there can be no assurance as to the development or liquidity of any market for the New Notes. The initial purchasers of the Old Notes have advised us that they currently intend to make a market in the notes. However, they are not obligated to do so, and any market making with respect to the notes may be discontinued without notice.

Governing Law

The New Notes are governed by, and construed in accordance with, the internal laws of the State of New York.

Book-Entry Depository

The Depository Trust Company.

Trustee

Wells Fargo Bank, National Association (the “Trustee”).

Risk Factors

In evaluating an investment in the New Notes, prospective investors should carefully consider, along with the other information included in this prospectus, the specific factors set forth under the heading “Risk Factors” in this prospectus and otherwise incorporated by reference herein.

RATIO OF EARNINGS TO FIXED CHARGES

Our ratio of earnings to fixed charges for the six months ended June 30, 2015 and each of the five years in the period ended December 31, 2014 is set forth below. You should read this table in conjunction with the consolidated financial statements and notes incorporated by reference in this prospectus. For the purpose of computing these ratios, “earnings” consists of consolidated pretax income from continuing operations before adjustment for noncontrolling interests in consolidated subsidiaries and income or loss from equity investees, plus fixed charges, distributed income of equity investees and amortization of capitalized interest, less interest capitalized; “fixed charges” consists of interest expense from continuing and discontinued operations, amortized debt discounts and fees, interest capitalized related to indebtedness and an estimated interest component of rental expense.

(dollars in thousands)
Years ended December 31,

Six months ended
June 30, 2015

2010

2011

2012

2013

2014

Ratio of Earnings to Fixed Charges(1)

1.18x

—

1.02x

—

(1)	For the years ended December 31, 2011, 2012 and 2013, there was a deficiency of earnings to cover fixed charges of $84,743, $17,995 and $50,955, respectively. For the six months ended June 30, 2015, there was a deficiency of earnings to cover fixed charges of $102,684.

RISK FACTORS

Investing in the New Notes involves risk. In addition to the other information included or incorporated by reference in this prospectus, including the matters addressed under “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the risks and uncertainties described below, as well as the risks discussed in our public filings with the SEC (including under the heading “Risk Factors” in the Kindred 2014 10-K), before deciding to participate in the exchange offer and to invest in the New Notes. The risks and uncertainties described below and incorporated by reference into this prospectus are not the only ones related to our business, the exchange offer or the New Notes. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect our business operations, results of operations, financial condition, liquidity or prospects. The trading price of the New Notes could decline due to the materialization of any of these risks, and you may lose all or part of your original investment in the New Notes.

Risk Factors Relating to Our Indebtedness and the New Notes

Our indebtedness could adversely affect our cash flow and prevent us from fulfilling our obligations, including the New Notes.

We have a substantial amount of indebtedness. As of June 30, 2015, we had total indebtedness of approximately $3.25 billion in addition to the availability of approximately $523 million under the ABL Facility (subject to a borrowing base and after giving effect to approximately $63 million of letters of credit outstanding on June 30, 2015). The Gentiva Merger and the Centerre Acquisition significantly increased our aggregate indebtedness. As of June 30, 2015, we had:

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$1.37 billion of senior secured indebtedness under the Credit Facilities, which included approximately $185 million related to the ABL Facility;

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$500 million of senior unsecured indebtedness under our 6.375% Senior Notes due 2022 (the “6.375% Notes”);

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$750 million of senior unsecured indebtedness under the Old 2020 Notes;

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$600 million of senior unsecured indebtedness under the Old 2023 Notes;

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$29 million of Mandatory Redeemable Preferred Stock, Series A, originally issued as part of the 7.50% Tangible Equity Units;

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approximately $523 million available for borrowing under the ABL Facility (subject to a borrowing base and after giving effect to approximately $63 million of letters of credit outstanding on June 30, 2015) which, if borrowed, would be senior secured indebtedness; and

•

subject to our compliance with certain covenants and other conditions, we have the option to incur certain additional secured indebtedness and/or additional unsecured indebtedness, which would rank pari passu with the New Notes.

Our substantial amount of indebtedness could have important consequences for you. For example it could:

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make it more difficult for us to satisfy our obligations with respect to our indebtedness, including with respect to the New Notes;

•

increase our vulnerability to general adverse economic and industry conditions;

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expose us to fluctuations in the interest rate environment because the interest rates under the Credit Facilities are variable;

•

require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, dividends and other general corporate purposes;

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limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions and other general corporate purposes;

•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, which may place us at a competitive disadvantage compared to our competitors that have less debt; and

•

restrict us from pursuing business opportunities.

Our indebtedness may restrict our current and future operations, which could adversely affect our ability to respond to changes in our business and manage our operations.

The terms of the Credit Facilities, the indenture governing the 6.375% Notes and the indentures governing the New Notes include a number of restrictive covenants that impose significant operating and financial restrictions on us and our restricted subsidiaries, including restrictions on our and our restricted subsidiaries’ ability to, among other things:

•

incur additional indebtedness;

•

create liens;

•

consolidate or merge;

•

sell assets, including capital stock of our subsidiaries;

•

engage in transactions with our affiliates;

•

pay dividends on our capital stock or redeem, repurchase or retire our capital stock or indebtedness; and

•

make investments, loans, advances and acquisitions.

The terms of the Credit Facilities also include certain additional restrictive covenants that impose significant operating and financial restrictions on us and our restricted subsidiaries, including restrictions on our and our restricted subsidiaries’ ability to, among other things:

•

engage in business other than relating to owning, operating or managing healthcare facilities;

•

enter into sale and lease-back transactions;

•

modify certain agreements;

•

make or incur capital expenditures; and

•

hold cash and temporary cash investments outside of collateral accounts.

In addition, the Credit Facilities require us to comply with financial covenants, including a maximum leverage ratio and a minimum fixed charge coverage ratio.

Our ability to comply with these agreements may be affected by events beyond our control, including prevailing economic, financial and industry conditions. These covenants could have an adverse effect on our business by limiting our ability to take advantage of financing, merger and acquisition or other opportunities. The breach of any of these covenants or restrictions could result in a default under the Credit Facilities, the indenture governing the 6.375% Notes and the indentures governing the New Notes.

We, including our subsidiaries, have the ability to incur substantially more indebtedness, including senior secured indebtedness, which could further increase the risks associated with our leverage.

Subject to the restrictions in the Credit Facilities, the indenture governing the 6.375% Notes and the indentures governing the New Notes, we, including our subsidiaries, have the ability to incur significant additional

indebtedness. See “—Our indebtedness could adversely affect our cash flow and prevent us from fulfilling our obligations, including the New Notes.” Although the terms of the Credit Facilities, the indenture governing the 6.375% Notes and the indentures governing the New Notes include restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of important exceptions, and indebtedness incurred in compliance with these restrictions could be substantial. If we incur significant additional indebtedness, the related risks that we face could increase.

Our failure to comply with the agreements relating to our outstanding indebtedness, including as a result of events beyond our control, could result in an event of default that could materially and adversely affect our business, financial condition, results of operations and liquidity.

If there were an event of default under any of the agreements relating to our outstanding indebtedness, including the Credit Facilities, the indenture governing the 6.375% Notes and the indentures governing the New Notes, we may not be able to incur additional indebtedness under the Credit Facilities and the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately. We cannot assure you that our assets or cash flow would be sufficient to fully repay borrowings under our outstanding debt instruments if accelerated upon an event of default, which could have a material adverse effect on our ability to continue to operate as a going concern. Further, if we are unable to repay, refinance or restructure our secured debt, the holders of such debt could proceed against the collateral securing that indebtedness. In addition, any event of default or declaration of acceleration under one debt instrument also could result in an event of default under one or more of our other debt instruments or under the master lease agreements (“Master Lease Agreements”) with Ventas, Inc. (“Ventas”). Moreover, counterparties to some of our contracts material to our business may have the right to amend or terminate those contracts if we have an event of default or a declaration of acceleration under certain of our indebtedness, which could adversely affect our business, financial condition, results of operations and liquidity.

We may not be able to generate sufficient cash to pay rents related to our leased properties and service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

A substantial portion of our cash flows from operations is dedicated to the payment of rents related to our leased properties, as well as principal and interest obligations on our outstanding indebtedness. Our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could harm our business, financial condition and results of operations. Our ability to make payments on and to refinance our indebtedness and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, business, legislative, regulatory and other factors that are beyond our control.

If our business does not generate sufficient cash flow from operations or if future borrowings are not available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness on or before the maturity thereof, sell assets, reduce or delay capital investments or seek to raise additional capital, any of which could have a material adverse effect on our operations. In addition, we may not be able to effect any of these actions, if necessary, on commercially reasonable terms or at all. The terms of existing or future debt instruments may limit or prevent us from taking any of these actions. Our ability to restructure or refinance our indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. In addition, any failure to make scheduled payments of interest and principal on our outstanding indebtedness would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on commercially reasonable terms or at all. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, would have an adverse effect, which could be material, on our business, financial condition, results of operations and liquidity.

In addition, our Master Lease Agreements and/or our outstanding indebtedness:

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require us to dedicate a substantial portion of our cash flow to payments on our rent and interest obligations, thereby reducing the availability of cash flow to fund working capital, capital expenditures and other general corporate activities, including cash dividends;

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require us to pledge as collateral substantially all of our assets;

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require us to maintain a certain defined fixed coverage ratio above a specified level and a certain defined total indebtedness ratio below a specified level, thereby reducing our financial flexibility;

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require us to limit the amount of capital expenditures we can incur in any fiscal year; and

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restrict our ability to discontinue the operation of any leased property despite its level of profitability and otherwise restrict our operational flexibility.

These provisions:

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could have a material adverse effect on our ability to withstand competitive pressures or adverse economic conditions (including adverse regulatory changes);

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could adversely affect our ability to make material acquisitions, obtain future financing or take advantage of business opportunities that may arise;

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could increase our vulnerability to a downturn in general economic conditions or in our business; and

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could adversely affect our ability to continue to make cash dividends.

An increase in interest rates would increase the cost of servicing our debt and could reduce our profitability.

Borrowings under the Credit Facilities bear interest at variable rates. Interest rate changes could affect the amount of our interest payments, and accordingly, our future earnings and cash flows, assuming other factors are held constant. Pursuant to the terms of the Credit Facilities, we have entered into interest rate swaps that fix a portion of our interest rate interest payments in order to reduce interest rate volatility; however, any interest rate swaps we enter into do not fully mitigate our interest rate risk. As a result, an increase in interest rates, whether because of an increase in market interest rates or an increase in our own cost of borrowing, would increase the cost of servicing our debt and could materially reduce our profitability. For example, a change of one-eighth percent in the interest rates for the Credit Facilities would increase or decrease annual interest expense by approximately $2 million.

Our failure to pay rent or otherwise comply with the provisions of any of our Master Lease Agreements could materially adversely affect our business, financial position, results of operations and liquidity.

As of June 30, 2015, we lease 38 of our TC hospitals and 43 of our nursing centers from Ventas under our Master Lease Agreements. Our failure to pay the rent or otherwise comply with the provisions of any of our Master Lease Agreements would result in an “Event of Default” under such Master Lease Agreement and also could result in a default under the Credit Facilities and, if repayment of the borrowings under the Credit Facilities were accelerated, also under the indentures governing the New Notes and the indentures governing the 6.375% Notes. Upon an Event of Default, remedies available to Ventas include, without limitation, terminating such Master Lease Agreement, repossessing and reletting the leased properties and requiring us to remain liable for all obligations under such Master Lease Agreement, including the difference between the rent under such Master Lease Agreement and the rent payable as a result of reletting the leased properties, or requiring us to pay the net present value of the rent due for the balance of the term of such Master Lease Agreement. The exercise of such remedies would have a material adverse effect on our business, financial position, results of operations and liquidity.

For additional information on the Master Lease Agreements, see “Item 1—Business—Master Lease Agreements” in Exhibit 99.1 to the Recast 8-K.

The New Notes will not be secured by any of our assets and therefore will be effectively junior to any secured indebtedness we may incur to the extent of the value of the collateral securing such indebtedness.

The New Notes will be general unsecured obligations ranking effectively junior in right of payment to all existing and future secured indebtedness to the extent of the collateral securing such indebtedness. Our obligations under the New Notes and our guarantors’ obligations under their guarantees of the New Notes are unsecured, but our obligations under the Credit Facilities are secured by a security interest in substantially all of the assets of the Company and subsidiary guarantors. As of June 30, 2015, we had (1) $750 million of senior unsecured indebtedness under the Old 2020 Notes (2) $600 million of senior unsecured indebtedness under the Old 2023 Notes, (3) $500 million of senior unsecured indebtedness under the 6.375% Notes, (4) $1.37 billion of senior secured indebtedness consisting solely of borrowings under the Credit Facilities and (5) additional borrowing capacity under the ABL Facility of approximately $523 million (subject to a borrowing base and after giving effect to approximately $63 million of letters of credit outstanding on June 30, 2015), which, if borrowed, would be senior secured indebtedness, and the option (subject to certain conditions) to incur additional incremental term loans under the Term Loan Facility or increase the asset-based revolving credit facility commitments under the ABL Facility by an aggregate amount not to exceed (x) $100 million, plus (y) an amount such that the senior secured leverage ratio (as defined in the Credit Facilities) is equal to or less than 3.50:1.00.

In the event that we are declared bankrupt, become insolvent or are liquidated or reorganized or if we default under the Credit Facilities, the lenders could foreclose on the pledged assets to the exclusion of holders of the New Notes, even if an event of default exists under the indentures governing the New Notes at such time. Furthermore, if the lenders foreclose upon and sell the pledged equity interests in any subsidiary guarantor of the New Notes, then that subsidiary guarantor will be released from its guarantee of the New Notes automatically and immediately upon such sale. In any such event, because the New Notes will not be secured by any of our assets or the equity interests in the subsidiary guarantors, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims in full.

The New Notes will be structurally subordinated to all indebtedness of our existing subsidiaries that are not guarantors of the New Notes and our future subsidiaries that do not become guarantors of the New Notes.

The New Notes will not be guaranteed by any of our existing or future non-U.S. subsidiaries or any of our less than 100% owned U.S. subsidiaries. Certain of these non-guarantor subsidiaries guarantee our obligations under the Credit Facilities. As of June 30, 2015, the New Notes were structurally subordinated to the Credit Facilities with respect to our non-guarantor subsidiaries that guarantee our obligations under the Credit Facilities but not the New Notes and approximately $8 million of secured indebtedness of our non-guarantor subsidiaries, consisting of bank notes and capital leases. Accordingly, claims of holders of the New Notes will be structurally subordinated to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to us or a guarantor of the New Notes.

In addition, the indentures governing the New Notes permit, subject to some limitations, these non-guarantor subsidiaries to incur additional indebtedness and does not include any limitation on the amount of other liabilities, such as trade payables, that may be incurred by these subsidiaries.

Repayment of our indebtedness, including the New Notes, is dependent on cash flow generated by our subsidiaries.

Our subsidiaries own a significant portion of our assets and conduct a significant portion of our operations. Accordingly, repayment of our indebtedness, including the New Notes, is dependent, to a significant extent, on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend,

debt repayment or otherwise. Unless they are guarantors of the New Notes, our subsidiaries do not have any obligation to pay amounts due on the New Notes or to make funds available for that purpose. Certain of our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the New Notes. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the indentures governing the New Notes limit the ability of our restricted subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our outstanding indebtedness, including the New Notes.

Under certain circumstances a court could cancel the New Notes or the related guarantees under fraudulent conveyance laws. If that occurs, you may not receive any payments on the New Notes.

Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the New Notes and the incurrence of the guarantees. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the New Notes or guarantees could be voided as a fraudulent transfer or conveyance if we or any of the guarantors, as applicable: (1) issued the New Notes or incurred the guarantees with the intent of hindering, delaying or defrauding creditors or (2) received less than reasonably equivalent value or fair consideration in return for either issuing the New Notes or incurring the guarantees and, in the case of (2) only, one of the following is also true at the time thereof:

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we or any of the guarantors, as applicable, were insolvent or rendered insolvent by reason of the issuance of the New Notes or the incurrence of the guarantees;

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the issuance of the New Notes or the incurrence of the guarantees left us or any of the guarantors, as applicable, with an unreasonably small amount of capital to carry on the business;

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we or any of the guarantors intended to, or believed that we or such guarantor would, incur debts beyond our or such guarantor’s ability to pay as they mature; or

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we or any of the guarantors was a defendant in an action for money damages, or had a judgment for money damages docketed against us or such guarantor if, in either case, after final judgment, the judgment is unsatisfied.

If a court were to find that the issuance of the New Notes or the incurrence of the guarantees was a fraudulent transfer or conveyance, the court could void the payment obligations under the New Notes or such guarantee or subordinate the New Notes or such guarantee to presently existing and future indebtedness of ours or of the related guarantor, or require the holders of the New Notes to repay any amounts received with respect to such guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the New Notes. Further, the voidance of the New Notes could result in an event of default with respect to our and our subsidiaries’ other debt that could result in acceleration of such debt.

As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied. A debtor will generally not be considered to have received value in connection with a debt offering if the debtor uses the proceeds of that offering to make a dividend payment or otherwise retire or redeem equity securities issued by the debtor. We cannot be certain as to the standards a court would use to determine whether or not we or the guarantors were solvent at the relevant time or, regardless of the standard that a court uses, that the issuance of the New Notes and the guarantees would not be subordinated to our or any of our guarantors’ other debt.

Generally, an entity would be considered insolvent if, at the time it incurred debt:

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the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

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the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts and liabilities, including contingent liabilities, as they become absolute and mature; or

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it could not pay its debts as they become due.

If the guarantees were legally challenged, any guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the guarantor, the obligations of the applicable guarantor were incurred for less than fair consideration. A court could thus void the obligations under the guarantees, subordinate them to the applicable guarantor’s other debt or take other action detrimental to the holders of the New Notes.

The indentures governing the New Notes include a “savings clause” intended to limit each guarantor’s liability under its guarantee to the maximum amount that it could incur without causing the guarantee to be a fraudulent transfer under applicable law. There can be no assurance that this provision will be upheld as intended. In a recent case, the U.S. Bankruptcy Court in the Southern District of Florida found this kind of provision in that case to be ineffective, and held the guarantees to be fraudulent transfers and voided them in their entirety. The United States Court of Appeals for the Eleventh Circuit affirmed the liability findings of the Bankruptcy Court without ruling directly on the enforceability of savings clauses generally. If this decision were followed by other courts, the risk that the guarantees would be deemed fraudulent conveyances would be significantly increased.

There is no established trading market for the New Notes and you may not be able to sell the New Notes readily or at all or at or above the price that you paid.

The New Notes are new securities for which there is no established trading market. We do not intend to apply for the New Notes to be listed on any securities exchange or to arrange for quotation on any automated dealer quotation system. The initial purchasers of the Old Notes have advised us that they intend to make a market in the notes, but they are not obligated to do so and may discontinue any market making in the notes at any time, in their sole discretion. You may not be able to sell the New Notes at a particular time or at favorable prices. As a result, we cannot assure you as to the liquidity of any trading market for the New Notes. Accordingly, you may be required to bear the financial risk of your investment in the New Notes indefinitely. If a trading market were to develop, future trading prices of the New Notes, may be volatile and will depend on many factors, including:

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our operating performance and financial condition;

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the interest of securities dealers in making a market for them;

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prevailing interest rates; and

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the market for similar securities.

In addition, the market for non-investment grade debt historically has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the New Notes. The market for the New Notes may be subject to similar disruptions that could adversely affect their value.

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indentures governing the New Notes.

Upon the occurrence of a “change of control,” as defined in each of the indentures governing the New Notes, we must offer to buy back the New Notes at a price equal to 101% of the principal amount, together with any accrued and unpaid interest, if any, to the date of the repurchase. Our failure to purchase, or give notice of purchase of, the New Notes would be a default under the indentures governing the New Notes. See “Description of the Notes—Repurchase at the Option of Holders—Change of Control.”

Furthermore, certain change of control events would also constitute an event of default under the Credit Facilities. Upon the occurrence of a change of control, the lenders under the Credit Facilities may have the right,

among other things, to terminate their lending commitments or to cause all outstanding debt obligations under the Credit Facilities to become due and payable and proceed against the assets securing such debt, any of which actions would prevent us from borrowing under the Credit Facilities to finance a repurchase of the New Notes. We cannot assure you that we will have available funds sufficient to repurchase the New Notes and satisfy other payment obligations that could be triggered upon the change of control. If we do not have sufficient financial resources to effect a change of control offer, we would be required to seek additional financing from outside sources to repurchase the New Notes. We cannot assure you that financing would be available to us on satisfactory terms, or at all.

The definition of change of control in the indentures governing the New Notes includes a phrase relating to the sale, assignment, conveyance, transfer or other disposition of “all or substantially all” of our and our subsidiaries’ assets, taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the property or assets of a person. As a result, it may be unclear as to whether a change of control has occurred and whether a holder of New Notes may require us to make an offer to repurchase the New Notes as described above.

The trading prices for the New Notes will be directly affected by many factors, including our credit rating.

Credit rating agencies continually revise their ratings for companies they follow, including us. Any ratings downgrade could adversely affect the trading prices of the New Notes, or the trading market for the New Notes, to the extent a trading market for the New Notes develops. The condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future and any fluctuation may impact the trading prices of the New Notes.

If the New Notes are rated investment grade at any time by both S&P and Moody’s, certain covenants included in the indentures will be suspended, and the holders of the New Notes will lose the protection of these covenants.

Each of the indentures includes certain covenants that will be suspended and cease to have any effect from and after the first date when the New Notes are rated investment grade by both S&P and Moody’s. See “Description of the Notes—Certain Covenants—Suspension of Covenants.” These covenants restrict, among other things, our ability to pay dividends, incur additional debt and to enter into certain types of transactions. Because we would not be subject to these restrictions at any time that the New Notes are rated investment grade, we would be able to make dividends and distributions and incur substantial additional debt without satisfying the terms of the suspended covenants. If after these covenants are suspended, S&P or Moody’s were to downgrade their ratings of the New Notes to a non-investment grade level, the covenants would be reinstated and the holders of the New Notes would again have the protection of these covenants. However, any indebtedness incurred or other transactions entered into during such time as the New Notes were rated investment grade would be permitted.

Risk Factors Relating to Reimbursement and Regulation of Our Business

Healthcare reform has initiated significant changes to the United States healthcare system.

Various healthcare reform provisions became law upon enactment of the Patient Protection and Affordable Care Act and the Healthcare Education and Reconciliation Act (collectively, the “ACA”). The reforms contained in the ACA have impacted each of our businesses in some manner. Several of the reforms are very significant and could ultimately change the nature of our services, the methods of payment for our services and the underlying regulatory environment. The reforms include the possible modifications to the conditions of qualification for payment, bundling payments to cover both acute and post-acute care and the imposition of enrollment limitations on new providers. The ACA also provides for: (1) reductions to the annual market basket payment updates for

LTAC hospitals, IRFs, home health agencies and hospice providers, which could result in lower reimbursement than in the preceding year; (2) additional annual “productivity adjustment” reductions to the annual market basket payment update as determined by the Centers for Medicare and Medicaid Services (“CMS”) for LTAC hospitals, IRFs, and nursing centers (beginning in federal fiscal year 2012), home health agencies (beginning in federal fiscal year 2015) and hospice providers (beginning in federal fiscal year 2013); (3) new transparency, reporting and certification requirements for nursing centers, including disclosures regarding organizational structure, officers, directors, trustees, managing employees and financial, clinical and other related data; (4) a quality reporting system for hospitals (including LTAC hospitals and IRFs) beginning in federal fiscal year 2014; and (5) reductions in Medicare payments to hospitals (including LTAC hospitals and IRFs) beginning in federal fiscal year 2014 for failure to meet certain quality reporting standards or to comply with standards in new value based purchasing demonstration project programs.

Further, the ACA mandates changes to home health and hospice benefits under Medicare. For home health, the ACA mandates creation of a value-based purchasing program, development of quality measures, a decrease in home health reimbursement beginning with federal fiscal year 2014 that will be phased-in over a four-year period, and a reduction in the outlier cap. In addition, the ACA requires the Secretary of Health and Human Services to test different models for delivery of care, some of which would involve home health services. It also requires the Secretary to establish a national pilot program for integrated care for patients with certain conditions, bundling payment for acute hospital care, physician services, outpatient hospital services (including emergency department services), and post-acute care services, which would include home health. The ACA further directed the Secretary of the United States Department of Health and Human Services (the “HHS”) to rebase payments for home health, which resulted in a decrease in home health reimbursement that began in 2014 and will be phased-in over a four-year period. The Secretary is also required to conduct a study to evaluate costs and quality of care among efficient home health agencies regarding access to care and treating Medicare beneficiaries with varying severity levels of illness and provide a report to Congress.

In addition, a primary goal of healthcare reform is to reduce costs, which includes reductions in the reimbursement paid to us and other healthcare providers. Moreover, healthcare reform could negatively impact insurance companies, other third party payors, our customers, as well as other healthcare providers, which may in turn negatively impact our business. As such, healthcare reforms and changes resulting from the ACA, as well as other similar healthcare reforms, could have a material adverse effect on our business, financial position, results of operations and liquidity.

Changes in the reimbursement rates or methods or timing of payment from third party payors, including the Medicare and Medicaid programs, or the implementation of other measures to reduce reimbursement for our services and products could result in a substantial reduction in our revenues and operating margins.

We depend on reimbursement from third party payors, including the Medicare and Medicaid programs, for a substantial portion of our revenues. For the year ended December 31, 2014, we derived approximately 51% of our total revenues (before eliminations) from the Medicare and Medicaid programs and the balance from other third party payors, such as commercial insurance companies, health maintenance organizations, preferred provider organizations and contracted providers. The percentage of our revenues derived from the Medicare and Medicaid programs has increased following the Gentiva Merger. The Medicare and Medicaid programs are highly regulated and subject to frequent and substantial changes. See “Item 1—Business—Governmental Regulation” in Exhibit 99.1 to the Recast 8-K.

Congress continues to discuss deficit reduction measures, leading to a high degree of uncertainty regarding potential reforms to governmental healthcare programs, including Medicare and Medicaid. These discussions, along with other continuing efforts to reform governmental healthcare programs, both as part of the ACA and otherwise, could result in major changes in the healthcare delivery and reimbursement system on a national and state level. Potential reforms include changes directly impacting the government and private reimbursement systems for each of our businesses. Reforms or other changes to the payment systems, including modifications to

the conditions of qualification for payment, the imposition of enrollment limitations on new providers, or bundling payments to cover acute and post-acute care or services provided to dually eligible Medicare and Medicaid patients may be proposed or could be adopted by Congress or CMS in the future.

The Budget Control Act of 2011 (as amended by the American Taxpayer Relief Act of 2012 (the “Taxpayer Relief Act”)) instituted an automatic 2% reduction on each claim submitted to Medicare beginning April 1, 2013.

The Taxpayer Relief Act also reduces Medicare payments by an additional 25% for subsequent procedures when multiple therapy services are provided on the same day.

On August 1, 2012, CMS issued final rules (the “2012 CMS Rules”) which, among other things, reduced Medicare reimbursement to our TC hospitals in 2013 and beyond by imposing a budget neutrality adjustment and modifying the short-stay outlier rules. Effective December 29, 2012, the 2012 CMS Rules: (1) began a three-year phase-in of a 3.75% budget neutrality adjustment, which will reduce LTAC hospital rates by approximately 1.3% in each of 2013, 2014 and 2015; and (2) restored a payment reduction that will limit payments for very short-stay outliers that reduced our TC hospital payments by approximately 0.5%.

On July 29, 2011, CMS issued final rules (the “2011 CMS Rules”) which, among other things, significantly reduced Medicare payments to nursing centers and changed the reimbursement for the provision of group rehabilitation therapy services to Medicare beneficiaries beginning October 1, 2011. CMS projected the impact of these changes would result in an 11.1% decrease in payments to nursing centers. In addition to these rate changes, the 2011 CMS Rules introduced additional changes to resource utilization grouping (“RUG”) calculations along with adding additional patient assessments. Under the 2011 CMS Rules, group therapy is defined as therapy sessions with four patients who are performing similar therapy activities. In addition, for purposes of assigning patients to RUGs IV payment categories, the minutes of group therapy are divided by four with 25% of the minutes being allocated to each patient. The 2011 CMS Rules also clarify the circumstances for reporting breaks in care of three or more days of therapy and also implement a new change of therapy assessment that is designed to allocate the patient to the RUG level that represents the treatment provided in the last seven days. Both changes produced alterations in the RUG scores billed for the patient and generated additional assessments. The 2011 CMS Rules reduced our revenues on an annual basis by approximately $100 million in our nursing center business and negatively impacted our rehabilitation therapy business by approximately $50 million.

On November 22, 2013, CMS issued final regulations regarding Medicare payment rates for home health agencies effective January 1, 2014. These final regulations implement a net 1.05% reduction consisting of a 2.3% market basket inflation increase, less (1) a 0.62% ICD-9 grouper refinement, and (2) a 2.73% rebasing adjustment mandated under the ACA. Rebasing the rates includes adjustments to the 60-day episode and per visit payment rates, the non-routine medical supply conversion factor and low utilization payment factors. The rebasing adjustment mandated under the ACA is expected to reduce payment rates by approximately 2.8% to our home health agencies in each of the next four years, beginning January 1, 2014.

In February 2012, Congress passed the Job Creation Act which provides for reductions in reimbursement of Medicare bad debts at our hospitals and nursing centers. For the hospitals, the bad debt reimbursement rate for all bad debts was lowered to 65% effective for cost reporting periods beginning on or after October 1, 2012. For the nursing centers, the Job Creation Act provides for a phase-in of the reduction in the rate of reimbursement for bad debts of patients that are dually eligible for Medicare and Medicaid. The rate of reimbursement for bad debts for these dually eligible patients was reduced from 88% to 76% in October 2013 and was reduced to 65% for cost reporting periods beginning on or after October 1, 2014. The rate of reimbursement for bad debts for patients not dually eligible for both Medicare and Medicaid was reduced from 70% to 65%, effective with cost reporting periods beginning on or after October 1, 2012. Approximately 80% of our Medicare bad debt reimbursements incurred at our nursing centers are associated with patients that are dually eligible.

Weak economic conditions also could adversely affect the budgets of individual states and of the federal government. This could result in attempts to reduce or eliminate payments for federal and state healthcare programs, including Medicare and Medicaid, and could result in an increase in taxes and assessments on our activities. In addition, private third party payors are continuing their efforts to control healthcare costs through direct contracts with healthcare providers, increased utilization review and greater enrollment in managed care programs and preferred provider organizations. These private payors increasingly are demanding discounted fee structures and are requesting that healthcare providers assume more financial risk.

Though we cannot predict what reform proposals will be adopted or finally implemented, healthcare reform and regulations may have a material adverse effect on our business, financial position, results of operations and liquidity through, among other things, decreasing funds available for our services or increasing operating costs. We could be affected adversely by the continuing efforts of governmental and private third party payors to contain healthcare costs. We cannot assure you that reimbursement payments under governmental and private third party payor programs, including Medicare supplemental insurance policies, will remain at levels comparable to present levels or will be sufficient to cover the costs allocable to patients eligible for reimbursement pursuant to these programs. Future changes in third party payor reimbursement rates or methods, including the Medicare and Medicaid programs, or the implementation of other measures to reduce reimbursement for our services and products could result in a material reduction in our revenues. Our operating margins continue to be under pressure because of reduced Medicare reimbursement, deterioration in pricing flexibility, changes in payor mix, changes in length of stay and growth in operating expenses in excess of increases in payments by third party payors. In addition, as a result of competitive pressures, our ability to maintain operating margins through price increases to private patients or commercial payors remains limited. These results could have a material adverse effect on our business, financial position, results of operations and liquidity.

The implementation of new patient criteria for LTAC hospitals under the LTAC Legislation (as defined below) will reduce the population of patients eligible for our hospital services and change the basis upon which we are paid for non-qualifying patients, which could adversely affect our revenues and profitability.

Currently, Medicare payments to LTAC hospitals are based upon a prospective payment system specifically for LTAC hospitals (“LTAC PPS”). LTAC PPS maintains LTAC hospitals as a distinct provider type, separate from short-term acute care hospitals. Only providers certified as LTAC hospitals may be paid under this system. CMS regulations classify LTAC hospital patients into diagnostic categories called Medicare Severity Diagnosis Related Groups (“MS-LTC-DRGs”). LTAC PPS is based upon discharged-based MS-LTC-DRGs, similar to the prospective payment system used to pay general short-term acute care hospitals (“IPPS”).

As part of the SGR Reform Act of 2013, Congress adopted various legislative changes impacting LTAC hospitals (the “LTAC Legislation”). The LTAC Legislation creates new Medicare criteria and payment rules for LTAC hospitals. Under the new criteria, LTAC hospitals treating patients with at least a three-day prior stay in an acute care hospital intensive care unit and patients on prolonged mechanical ventilation admitted from an acute care hospital will continue to receive payment under LTAC PPS. Other patients will continue to have access to LTAC care, whether they are admitted to LTAC hospitals from acute care hospitals or directly from other settings or the community, and in such cases, LTAC hospitals will be paid at a “site-neutral” rate for these patients, based on the lesser of per diem Medicare rates paid for patients with the same diagnoses under IPPS or an estimate of cost. It is our expectation that the majority of these site-neutral payments will be materially less than the payments currently provided under LTAC PPS.

The effective date of the new patient criteria is October 1, 2015, tied to each LTAC hospital’s cost reporting period, followed by a two-year phase-in period. During the phase-in period, payment for patients receiving the site neutral rate will be based 50% on the current LTAC PPS and 50% on the new site neutral rate. CMS estimates an overall net reduction in Medicare revenue of 4.6% for those hospitals receiving this 50/50 blended reimbursement. All of our TC hospitals (which are certified as LTAC hospitals under the Medicare program)

have a cost reporting period starting on September 1 of each year, and thus the phase-in of new patient criteria will not begin for our TC hospitals until September 1, 2016 and full implementation of the new criteria will not begin until September 1, 2018.

We continue to analyze Medicare and internal data to estimate the number of our Medicare cases that would, on a static retrospective basis, be paid a full MS-LTC-DRG payment under LTAC PPS upon the implementation of new patient criteria versus receiving a site neutral rate. At present, prior to the implementation of new patient criteria, approximately 70% of our Medicare LTAC cases are paid a full MS-LTC-DRG payment under LTAC PPS, with the remaining approximately 30% of Medicare cases paid under the short-stay or very short-stay outlier payment process. At this time, and based primarily on 2013 data provided in the proposed regulations issued by CMS on April 17, 2015, we estimate a 30 percentage point shift in payment category for Medicare LTAC cases once the new patient criteria is fully phased in, resulting in, on a static prospective basis, an estimated 40% of our Medicare LTAC cases qualifying for the full MS-LTC-DRG payment under LTAC PPS and with the remaining estimated 60% of our Medicare LTAC cases instead qualifying for either the site neutral rate or payment under the short-stay outlier payment process. These percentages do not reflect the significant efforts and actions we are and will be undertaking to expand our LTAC patient population and adapt our facility operations, business plans, programs and other initiatives to reduce and otherwise mitigate the financial and other impacts of the LTAC Legislation and new patient criteria.

The additional patient criteria imposed by LTAC Legislation will reduce the population of patients eligible for our hospital services and change the basis upon which we are paid for other patients. In addition, the LTAC Legislation will be subject to additional governmental regulations and the interpretation and enforcement of those regulations. The LTAC Legislation, the implementation of new patient criteria and other associated elements could have a material adverse effect on our business, financial position, results of operations and liquidity.

We conduct business in a heavily regulated industry, and changes in regulations, the enforcement of these regulations or violations of regulations may result in increased costs or sanctions that reduce our revenues and profitability.

In the ordinary course of our business, we are subject regularly to inquiries and audits by federal and state agencies that oversee applicable healthcare program participation and payment regulations. We also are subject to government investigations. We believe that the regulatory environment surrounding most segments of the healthcare industry will remain intense.

The extensive federal, state and local regulations affecting the healthcare industry include, but are not limited to, regulations relating to licensure, billing, conduct of operations, ownership of facilities, addition of facilities, allowable costs, services and prices for services, facility staffing requirements, qualifications and licensure of staff, environmental and occupational health and safety, and the confidentiality and security of health-related information. In particular, various laws, including the anti-kickback, anti-fraud and abuse amendments codified under the Social Security Act, prohibit certain business practices and relationships that might affect the provision and cost of healthcare services reimbursable under Medicare and Medicaid, including the payment or receipt of remuneration for the referral of patients whose care will be paid by Medicare or other governmental programs. Sanctions for violating the anti-kickback, anti-fraud and abuse amendments under the Social Security Act include criminal penalties, civil sanctions, fines and possible exclusion from government programs such as Medicare and Medicaid. For additional information regarding our regulatory environment, see “Item 1—Business—Governmental Regulation” in Exhibit 99.1 to the Recast 8-K.

Federal and state governments continue to pursue intensive enforcement policies resulting in a significant number of inspections, audits, citations of regulatory deficiencies and other regulatory sanctions including demands for refund of overpayments, terminations from the Medicare and Medicaid programs, bans on Medicare and Medicaid payments for new admissions and civil monetary penalties or criminal penalties. Audits under the CMS Recovery Audit Contractor (“RAC”) program and other federal and state audits evaluating the medical

necessity of services provided are expected to further intensify the regulatory environment surrounding the healthcare industry as third party firms engaged by CMS and others commence extensive reviews of claims data and medical and other records to identify improper payments to healthcare providers under the Medicare and Medicaid programs. If we fail to comply with the extensive laws, regulations and prohibitions applicable to our businesses, we could become ineligible to receive government program reimbursement, suffer civil or criminal penalties or be required to make significant changes to our operations. In addition, we could be forced to expend considerable resources responding to investigations, audits or other enforcement actions related to these laws, regulations or prohibitions. Furthermore, should we lose the licenses for one or more of our facilities as a result of regulatory action or otherwise, we could be in default under our Master Lease Agreements, the Credit Facilities, the indenture governing the 6.375% Notes and the indentures governing the New Notes. Failure of our staff to satisfy applicable licensure requirements, or of our hospitals, IRFs, nursing centers, our rehabilitation operations, and home health and hospice operations, to satisfy applicable licensure and certification requirements could have a material adverse effect on our business, financial position, results of operations and liquidity.

We are unable to predict the future course of federal, state and local regulation or legislation, including Medicare and Medicaid statutes and regulations, or the intensity of federal and state enforcement actions. Changes in the regulatory framework, including those associated with healthcare reform, and sanctions from various enforcement actions could have a material adverse effect on our business, financial position, results of operations and liquidity.

We face and are currently subject to reviews, audits and investigations under our contracts with federal and state government agencies and other payors, and these reviews, audits and investigations could have adverse findings that may negatively impact our business.

As a result of our participation in the Medicare and Medicaid programs, we face and are currently subject to various governmental reviews, audits and investigations to verify our compliance with these programs and applicable laws and regulations. An increasing level of governmental and private resources is being devoted to the investigation of allegations of fraud and abuse in the Medicare and Medicaid programs, and federal and state regulatory authorities are taking an increasingly strict view of the requirements imposed on healthcare providers by the Social Security Act, the Medicare and Medicaid programs and other applicable laws. We are routinely subject to audits under various government programs, including the RAC program, in which third party firms engaged by CMS conduct extensive reviews of claims data and medical and other records to identify potential improper payments to healthcare providers under the Medicare program.

In addition, we, like other healthcare providers, are subject to ongoing investigations by the United States Department of Health and Human Services (the “OIG”), the United States Department of Justice (the “DOJ”) and state attorneys general into the billing of services provided to Medicare and Medicaid patients, including whether such services were properly documented and billed, whether services provided were medically necessary and general compliance with conditions of participation in the Medicare and Medicaid programs. Private pay sources such as third party insurance and managed care entities also often reserve the right to conduct audits. Our costs to respond to and defend any such reviews, audits and investigations are significant and are likely to increase in the current enforcement environment. These audits and investigations may require us to refund or retroactively adjust amounts that have been paid under the relevant government program or from other payors. Further, an adverse review, audit or investigation also could result in other adverse consequences, particularly if the underlying conduct is found to be pervasive or systemic. These consequences include: (1) state or federal agencies imposing fines, penalties and other sanctions on us; (2) loss of our right to participate in the Medicare or Medicaid programs or one or more third party payor networks; (3) indemnity claims asserted by customers and others for which we provide services; and (4) damage to our reputation in various markets, which could adversely affect our ability to attract patients, residents and employees.

If they were to occur, these consequences could have a material adverse effect on our business, financial position, results of operations and liquidity.

We have responded to extensive document subpoenas and requests for employee interviews from the U.S. Attorney’s Office in Boston, Massachusetts concerning the operations of RehabCare Group, Inc. (“RehabCare”), a therapy services company we acquired on June 1, 2011. The DOJ asserts, among other things, that rehabilitation therapy services provided to patients in skilled nursing centers were not delivered or billed in accordance with Medicare requirements (including possible violations of the Federal False Claims Act (the “FCA”)), and that there may have been questionable financial arrangements between RehabCare and a vendor and certain skilled nursing facility customers (including possible violations of Section 1128B of the Social Security Act (the “Anti-Kickback Statute”)). We have been cooperating fully with the DOJ investigation. We are engaged in active discussions with the DOJ in an effort to find a mutually acceptable resolution to this investigation. Based on the progress of those settlement discussions, we accrued an estimated loss contingency reserve of $95 million in the first quarter of 2015. In the event we are able to reach a mutually agreeable settlement with the DOJ, we estimate that the financial component of such a settlement could range from $95 million to $125 million. We have accrued the estimated loss contingency at the minimum of the estimated range, in accordance with United States generally accepted accounting principles (“GAAP”), as no amount within that range is a better estimate than any other amount. No tax benefit related to the loss contingency reserve has been recorded as it is not possible to determine tax deductibility. In the event a settlement cannot be reached, the amount of possible loss in excess of our accrual cannot be estimated at this time and such loss could have a material adverse effect on our business, financial position, results of operations and liquidity. The discussions are ongoing, and until they are concluded, there can be no certainty about the timing or likelihood of a definitive resolution, the scope of any potential restrictions that may be agreed upon in connection with a settlement or the cost of a final settlement.

See note 2 of the notes to consolidated financial statements included in Exhibit 99.1 to the Recast 8-K and note 15 of the notes to the condensed consolidated financial statements included in our Quarterly Reports on Form 10-Q for the quarter ended June 30, 2015 filed with the SEC on August 7, 2015 (the “Kindred Q2 10-Q”) for a description of pending legal proceedings, governmental reviews, audits and investigations to which we are subject.

Significant legal actions could subject us to increased operating costs and substantial uninsured liabilities, which could materially and adversely affect our business, financial position, results of operations and liquidity.

We incur significant costs to investigate and defend against a variety of claims, including professional liability, wage and hour, and minimum staffing claims, among others, particularly in our hospital and nursing center operations. In addition to large compensatory claims, plaintiffs’ attorneys are increasingly seeking, and have sometimes been successful in obtaining, significant fines, punitive damages and attorneys’ fees. Furthermore, there are continuing efforts to limit the ability of healthcare providers to utilize arbitration as a process to resolve these claims. As a result of these factors, our defense costs and potential liability exposure are significant, unpredictable, and likely to increase.

We also are subject to lawsuits under the FCA and comparable state laws for submitting fraudulent bills for services to the Medicare and Medicaid programs and other federal and state healthcare programs. These lawsuits, which may be initiated by “whistleblowers,” can involve significant monetary damages, fines, attorneys’ fees and the award of bounties to private qui tam plaintiffs who successfully bring these suits and to the government programs. We also are subject to payment obligations under contracts we enter into with Kindred Rehabilitation Services customers to indemnify them against claim denials associated with our services.

While we are able to insure against certain of these costs and liabilities, such as our professional liability risks described below, we are not able to do so in many other cases. In the absence of insurance proceeds, we must fund these costs and liabilities from operating cash flows, which can reduce our operating margins and our funds available for investment in our business, and otherwise limit our operating and financial flexibility.

We insure a substantial portion of our professional liability risks primarily through our limited purpose insurance subsidiary. Provisions for loss for our professional liability risks are based upon management’s best available

information including actuarially determined estimates. The allowance for professional liability risks includes an estimate of the expected cost to settle reported claims and an amount, based upon past experiences, for losses incurred but not reported. These liabilities are necessarily based upon estimates and, while management believes that the provision for loss is adequate, the ultimate liability may be in excess of, or less than, the amounts recorded. Changes in the number of professional liability claims and the cost to settle these claims significantly impact the allowance for professional liability risks. A relatively small variance between our estimated and actual number of claims or average cost per claim could have a material impact, either favorable or unfavorable, on the adequacy of the allowance for professional liability risks. Differences between the ultimate claims costs and our historical provisions for loss and actuarial assumptions and estimates could have a material adverse effect on our business, financial position, results of operations and liquidity. See note 2 of the notes to consolidated financial statements included in Exhibit 99.1 to the Recast 8-K and note 15 of the notes to the condensed consolidated financial statements included in the Kindred Q2 10-Q for a description of pending legal proceedings, governmental reviews, audits and investigations to which we are subject.

We are subject to extensive and complex federal and state government laws and regulations which govern and restrict our relationships with physicians and other referral sources.

The Anti-Kickback Statute, Section 1877 of the Social Security Act (the “Stark Law”), the FCA and similar state laws materially restrict our relationships with physicians and other referral sources. We have a variety of financial relationships with physicians and others who either refer or influence the referral of patients to our healthcare facilities, and these laws govern those relationships. The OIG has enacted safe harbor regulations that outline practices deemed protected from prosecution under the Anti-Kickback Statute. While we endeavor to comply with the safe harbors, most of our current arrangements, including with physicians and other referral sources, may not qualify for safe harbor protection. Failure to qualify for a safe harbor does not mean the arrangement necessarily violates the Anti-Kickback Statute, but may subject the arrangement to greater scrutiny. However, we cannot offer assurance that practices outside of a safe harbor will not be found to violate the Anti-Kickback Statute. Allegations of violations of the Anti-Kickback Statute may be brought under federal civil monetary penalty laws, which require a lower burden of proof than other fraud and abuse laws, including the Anti-Kickback Statute.

Our financial relationships with referring physicians and their immediate family members must comply with the Stark Law by meeting an exception. We attempt to structure our relationships to meet an exception to the Stark Law, but the regulations implementing the exceptions are detailed and complex, and we cannot provide assurance that every relationship complies fully with the Stark Law. Unlike the Anti-Kickback Statute, failure to meet an exception under the Stark Law results in a violation of the Stark Law, even if such violation is technical in nature.

Additionally, if we violate the Anti-Kickback Statute or the Stark Law, or if we improperly bill for our services, we may be found to violate the FCA, either under a suit brought by the government or by a private person under a qui tam, or “whistleblower,” lawsuit.

If we fail to comply with the Anti-Kickback Statute, the Stark Law, the FCA or other applicable laws and regulations, we could be subject to liabilities, including civil penalties (including the loss of our licenses to operate one or more facilities or healthcare activities), exclusion of one or more facilities or healthcare activities from participation in the Medicare, Medicaid and other federal and state healthcare programs and, for violations of certain laws, regulations and criminal penalties.

We do not always have the benefit of significant regulatory or judicial interpretation of these laws and regulations. In the future, different interpretations or enforcement of these laws and regulations could subject our current or past practices to allegations of impropriety or illegality or could require us to make changes in our facilities, equipment, personnel, services, capital expenditure programs and operating expenses. A determination that we have violated these laws, or the public announcement that we are being investigated for possible

violations of these laws, could have a material adverse effect on our business, financial position, results of operations and liquidity, and our business reputation could suffer significantly. In addition, other legislation or regulations at the federal or state level may be adopted that adversely affect our business.

Future cost containment initiatives undertaken by third party payors may limit our revenues and profitability.

Initiatives undertaken by major insurers and managed care companies to contain healthcare costs or to respond to healthcare reform could affect the profitability of our services. These payors attempt to control healthcare costs by contracting with providers of healthcare to obtain services on a discounted basis. We believe that this trend will continue and intensify and may further limit reimbursements for healthcare services. If insurers or managed care companies from whom we receive substantial payments reduce the amounts they pay for services or limit access to our services, our profit margins may decline, or we may lose patients if we choose not to renew our contracts with these insurers at lower rates. These results could have a material adverse effect on our business, financial position, results of operations and liquidity.

Further consolidation of managed care organizations and other third party payors may adversely affect our profits.

Managed care organizations and other third party payors have continued to consolidate in order to enhance their ability to influence the delivery and cost structure of healthcare services. Consequently, the healthcare needs of a large percentage of the United States population are increasingly served by a smaller number of managed care organizations. These organizations generally enter into service agreements with a limited number of providers for needed services. In addition, third party payors, including managed care payors, increasingly are demanding discounted fee structures. To the extent that these organizations terminate us as a preferred provider, engage our competitors as a preferred or exclusive provider, demand discounted fee structures or seek our assumption of all or a portion of the financial risk through a prepaid capitation arrangement, our business, financial position, results of operations and liquidity could be materially and adversely affected.

If our TC hospitals fail to maintain their certification as LTAC hospitals, our revenues and profitability could decline.

If our TC hospitals, satellite TC facilities or TC hospitals that are co-located within a host hospital (“HIHs”) fail to meet or maintain the standards for certification as LTAC hospitals, such as average minimum length of patient stay, they will receive payments under IPPS rather than payment under the system applicable to LTAC hospitals. Payments at rates applicable to general acute care hospitals would result in our TC hospitals receiving less Medicare reimbursement than they currently receive for patient services and our profitability would decline. To maintain certification under LTAC PPS, the average length of stay of Medicare patients must be greater than 25 days. Medicare Advantage patients are included with Medicare fee-for-service patients in order to determine compliance with the 25 day average length of stay requirements. Under the LTAC Legislation, the average Medicare 25-day length of stay rule will remain in effect for patients paid for under the new Medicare LTAC payment system. However, for cost reporting periods beginning on or after October 1, 2015, the 25-day requirement will not apply to patients receiving the site neutral rate or to Medicare Advantage patients treated in LTAC hospitals.

Beginning in 2020, the LTAC Legislation requires that at least 50% of our patients must be paid under the new LTAC payment system to maintain Medicare certification as a LTAC hospital. Under the new criteria, LTAC hospitals treating patients with at least a three-day prior stay in an acute care hospital intensive care unit and patients on prolonged mechanical ventilation admitted from an acute care hospital will continue to receive payment under LTAC PPS.

The failure of one or more of our TC hospitals to maintain its Medicare certification as a LTAC hospital could have a material adverse effect on our business, financial position, results of operations and liquidity.

Expiration of the moratorium imposed on certain federal regulations otherwise applicable to LTAC hospitals, including HIHs and satellite hospitals, could have an adverse effect on our future revenues and profitability.

CMS has regulations governing payments to LTAC hospitals that are co-located with another hospital, such as a HIH. The rules generally limit Medicare payments to the HIH if the Medicare admissions to the HIH from its co-located hospital exceed 25% of the total Medicare discharges for the HIH’s cost reporting period. There are limited exceptions for admissions from rural hospitals, urban single hospitals and hospitals that generate more than 25% of the Medicare discharges in a metropolitan statistical area (“MSA Dominant hospitals”). Patients transferred after they have reached the short-term acute care outlier payment status are not counted toward the admission threshold. Patients admitted prior to meeting the admission threshold, as well as Medicare patients admitted from a non co-located hospital, are eligible for the full payment under LTAC PPS. If the HIH’s admissions from the co-located hospital exceed the limit in a cost reporting period, Medicare will pay the lesser of: (1) the amount payable under LTAC PPS or (2) the amount payable under IPPS, which likely will reduce our revenues for such admissions. At June 30, 2015, we operated 19 HIHs with 745 licensed beds.

In 2007, CMS issued regulatory changes regarding Medicare reimbursement for LTAC hospitals (the “2007 Final Rule”) which expanded the policy known as the “25 Percent Rule” to all LTAC hospitals, regardless of whether they are a HIH. Under the 2007 Final Rule, all LTAC hospitals were to be paid LTAC PPS rates for admissions from a single referral source up to 25% of aggregate Medicare admissions. Patients reaching high cost outlier status in the short-term hospital were not to be counted when computing the 25% limit. Admissions beyond the 25% threshold were to be paid at a lower amount based upon IPPS rates.

Since 2007, various legislative enactments have created moratoriums on the expansion of the “25 Percent Rule” to freestanding LTAC hospitals. The LTAC Legislation extends the moratorium on the expansion of the “25 Percent Rule” to LTAC hospitals certified prior to October 1, 2004 for four years. LTAC hospitals certified after October 1, 2004 continue to be ineligible for relief from the “25 Percent Rule.” Freestanding LTAC hospitals will not be subject to the “25 Percent Rule” payment adjustment until cost reporting periods beginning on or after July 1, 2016. In addition, for cost reporting periods beginning before October 1, 2016: (1) LTAC hospitals may admit up to 50% of their patients from a co-located hospital and still be paid according to LTAC PPS; and (2) LTAC hospitals that are co-located with an urban single hospital or a MSA Dominant hospital may admit up to 75% of their patients from such urban single or MSA Dominant hospital and still be paid according to LTAC PPS. The LTAC Legislation further provides that co-located LTAC hospitals certified on or before September 30, 1995 are exempt from the provisions of the “25 Percent Rule.” The LTAC Legislation also mandates that the Secretary of the HHS report to Congress by July 1, 2015 on whether the “25 Percent Rule” should continue to be applied.

Since these rules are complex and are based upon the volume of Medicare admissions and the source of those admissions, we cannot predict with any certainty the impact on our future revenues or operations from these regulations. If the “25 Percent Rule” is ultimately fully implemented, it could have a material adverse effect on our business, financial position, results of operations and liquidity.

The moratorium on the Medicare certification of new LTAC hospitals and beds in existing LTAC hospitals limits our ability to increase LTAC hospital bed capacity, expand into new areas or increase services in existing areas we serve.

The LTAC Legislation, as amended by the Protecting Access to Medicare Act of 2014, imposes a moratorium from April 1, 2014 through September 30, 2017 on the establishment and classification of new LTAC hospitals, LTAC satellite facilities and LTAC beds in existing LTAC hospitals or satellite hospitals, subject to certain exceptions. This moratorium limits our ability to increase LTAC bed capacity, expand into new areas or increase bed capacity in existing markets that we serve.

Healthcare reform and other regulations could adversely affect the liquidity of our customers, which could have an adverse effect on their ability to make timely payments to us for our products and services.

The ACA and other laws and regulations that limit or restrict Medicare and Medicaid payments to our customers could adversely impact the liquidity of our customers, resulting in their inability to pay us, or to timely pay us, for our products and services. In addition, if our customers fail to comply with applicable laws and regulations they could be subject to possible sanctions, including loss of licensure or eligibility to participate in reimbursement programs, as well as civil and criminal penalties. These developments could have a material adverse effect on our business, financial position, results of operations and liquidity.

If we do not manage admissions in the IRFs that we operate or manage in compliance with a 60% threshold, reimbursement for services rendered by us in these facilities will be based upon less favorable rates.

IRFs are subject to a requirement that 60% or more of the patients admitted to the facilities have one or more of 13 specific conditions in order to qualify for the inpatient rehabilitation facility prospective payment system. If that compliance threshold is not maintained, the IRF will be reimbursed at the lower prospective payment system applicable to acute care hospitals. That may lead to reduced revenue in the IRFs that we operate or manage and also may lead customers of IRFs to attempt to renegotiate the terms of their contracts or terminate their contracts, in either case adversely affecting the projected revenues and profitability we expect.

If we are found to have violated laws protecting the confidentiality of patient health information, we could be subject to civil or criminal penalties, which could increase our liabilities and harm our reputation or our business.

There are a number of federal and state laws protecting the confidentiality of certain patient health information, including patient records, and restricting the use and disclosure of that protected information. In particular, the privacy and security rules under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) protect medical records and other personal health information by limiting their use and disclosure, giving individuals the right to access, amend and seek accounting of their own health information and limiting most uses and disclosures of health information to the minimum amount reasonably necessary to accomplish the intended purpose. If we are found to be in violation of the privacy or security rules under HIPAA or other federal or state laws protecting the confidentiality of patient health information, we could be subject to sanctions and civil or criminal penalties, which could increase our liabilities, harm our reputation and have a material adverse effect on our business, financial position, results of operations and liquidity.

Approximately 20% of our hospice revenues are derived from patients who reside in skilled nursing facilities. Changes in the laws and regulations regarding payments for hospice services and “room and board” provided to hospice patients residing in skilled nursing facilities could reduce our net patient service revenue and profitability.

For hospice patients receiving nursing home care under certain state Medicaid programs who elect hospice care under Medicare or Medicaid, the state must pay, in addition to the applicable Medicare or Medicaid hospice per diem rate, an amount equal to at least 95% of the Medicaid per diem skilled nursing facility rate for “room and board” furnished to the patient by the skilled nursing facility. The reduction or elimination of Medicare payments for hospice patients residing in skilled nursing facilities would significantly reduce our home health and hospice revenues and profitability. In addition, changes in the way skilled nursing facilities are reimbursed for “room and board” services provided to hospice patients residing in skilled nursing facilities could affect our ability to obtain referrals from skilled nursing facilities. A reduction in referrals from skilled nursing facilities would adversely affect our home health and hospice revenues and profitability.

Risk Factors Relating to the Gentiva Merger

We may not be able to successfully integrate Gentiva’s operations with our own or realize the anticipated benefits of the Gentiva Merger, which could adversely affect our financial condition, results of operations and business prospects.

We may not be able to successfully integrate Gentiva’s operations with our own, and we may not realize all or any of the expected benefits of the Gentiva Merger as and when planned. The integration of Gentiva’s operations with ours is complex, costly and time consuming. We expect that it will continue to require significant attention from senior management and impose substantial demands on our operations and personnel, potentially diverting attention from other important pending projects. The difficulties and risks associated with the integration of Gentiva include:

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the possibility that we will fail to implement our business plans, including as a result of new legislation or regulation in the healthcare industry affecting the timing or costs associated with the operations or our integration plan with Gentiva;

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inconsistencies in the standards, controls, procedures, policies and compensation structures between us and Gentiva;

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the possibility that we may have failed to discover liabilities of Gentiva during our due diligence investigation as part of the Gentiva Merger for which we, as a successor owner, may be responsible;

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the increased scope and complexity of our operations;

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the potential loss of key employees and the costs associated with our efforts to retain key employees;

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provisions in our and Gentiva’s contracts with third parties that may limit our flexibility to take certain actions;

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risks and limitations on our ability to consolidate corporate and administrative infrastructures of the two companies;

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obligations that we have to counterparties of Gentiva that arose as a result of the Gentiva Merger; and

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unanticipated delays, costs or inefficiencies associated with the integration of Gentiva’s operations with ours.

As a result of these difficulties and risks, we may not accomplish the integration of Gentiva’s business smoothly, successfully or within our budgetary expectations and anticipated timetable. Accordingly, we may fail to realize some or all of the anticipated benefits of the Gentiva Merger, such as increase in our scale, diversification, cash flows and operational efficiency and accretion to our earnings per share.

The Gentiva Merger may not achieve its intended results, including anticipated synergies.

While we expect the Gentiva Merger to result in a significant amount of synergies and other financial and operational benefits, we may be unable to realize these synergies or other benefits in the timeframe that we expect or at all. Achieving the anticipated benefits, including synergies, is subject to a number of uncertainties, including whether Gentiva can be operated in the manner we intend and whether our costs to integrate Gentiva will be consistent with our expectations. Events outside of our control, including, but not limited to, any conditions imposed by governmental authorities, operating changes or regulatory changes, could also adversely affect our ability to realize the anticipated benefits from the Gentiva Merger. Thus, the integration may be unpredictable, or subject to delays or changed circumstances, and Gentiva may not perform in accordance with our expectations. Further, we have incurred implementation costs relative to these anticipated synergies, and our expectations with respect to integration or synergies as a result of the Gentiva Merger may not materialize. Accordingly, you should not place undue reliance on our anticipated synergies. See “—We may not be able to

successfully integrate Gentiva’s operations with our own or realize the anticipated benefits of the Gentiva Merger, which could adversely affect our financial condition, results of operations and business prospects.”

We have incurred significant transaction and Gentiva Merger-related integration costs in connection with the Gentiva Merger.

We have incurred a number of costs associated with completing the Gentiva Merger and integrating our and Gentiva’s operations. Such costs include costs associated with borrowings under or amendments to the Credit Facilities, any premiums in connection with refinancing Gentiva’s debt and the payment of certain fees and expenses incurred in connection with the Gentiva Merger and related financing transactions, including legal and other professional advisor fees. The substantial majority of these costs are non-recurring expenses and primarily consist of transaction costs related to the Gentiva Merger, facilities and systems consolidation costs and employment-related costs. Additional unanticipated costs may be incurred in the integration of our and Gentiva’s businesses. Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction and merger-related costs over time, this net benefit may not be achieved in the near term, or at all.

We have incurred substantial additional indebtedness to finance the Gentiva Merger and the Centerre Acquisition, and may not be able to meet our substantial debt service requirements.

A substantial portion of our cash flows from operations is dedicated to the payment of principal and interest obligations on our outstanding indebtedness. Subject to certain restrictions, we also have the ability to incur substantial additional borrowings. In addition, we have incurred substantial additional indebtedness in connection with the Gentiva Merger and the Centerre Acquisition. If we are unable to generate sufficient funds to meet our obligations under the notes, 6.375% Notes or Credit Facilities, we may be required to refinance, restructure or otherwise amend some or all of such obligations, sell assets or raise additional cash through the sale of our equity. We cannot make any assurances that we would be able to obtain such refinancing on terms as favorable as our current financing or that such restructuring, sales of assets or issuances of equity can be accomplished or, if accomplished, would raise sufficient funds to meet these obligations. See “—Risk Factors Relating to Our Indebtedness and the New Notes—Our indebtedness could adversely affect our cash flow and prevent us from fulfilling our obligations, including the New Notes.”

The Gentiva Merger substantially increased our scale, which changes the risks to which we are subject.

Gentiva is a large and complex company that significantly added to the size and scale of our operations. Gentiva had approximately $2 billion in net revenues for 2014 and approximately $1.2 billion in total assets at December 31, 2014. It has made numerous acquisitions and operated at 491 locations in 40 states, which exposes us to increased integration, operational, employee management and regulatory risks. Further, following the Gentiva Merger, the percentage of our revenues derived from the Medicare and Medicaid programs has increased. See “Risk Factors Relating to Reimbursement and Regulation of Our Business—Changes in the reimbursement rates or methods or timing of payment from third party payors, including the Medicare and Medicaid programs, or the implementation of other measures to reduce reimbursement for our services and products could result in a substantial reduction in our revenues and operating margins” and “Risk Factors Relating to Our Operations—Possible changes in the acuity of residents and patients, as well as payor mix and payment methodologies, may significantly affect our profitability.” We may have failed to identify all the risks to which the Gentiva Merger may expose us or the effects it may have on the price of our shares or on our long-term value, including any risks related to Gentiva’s compliance with healthcare laws and regulations, contractual obligations and leases and those related to changes in Medicare reimbursement.

If we fail to comply with the terms of Gentiva’s Corporate Integrity Agreement, it could subject us to substantial monetary penalties or suspension or termination from participation in the Medicare and Medicaid programs.

Gentiva entered into a five-year Corporate Integrity Agreement (“CIA”) with the OIG, which became effective on February 15, 2012, concurrent with the execution of a settlement agreement with the United States, acting through the DOJ and on behalf of the OIG. The CIA imposes certain compliance, auditing (including by an independent review organization), self-reporting and training requirements with which we, as a result of the Gentiva Merger, must comply. If we fail to comply with the terms of the CIA, it could subject us to substantial monetary penalties and/or suspension or termination from participation in the Medicare and Medicaid programs. The imposition of monetary penalties would adversely affect our profitability. For example, in connection with the auditing imposed by the CIA, Gentiva recognized negative adjustments to its revenues due to repayments. A suspension or termination of participation in the Medicare and Medicaid programs could adversely affect our financial condition, results of operations and business prospects.

Gentiva is subject to certain ongoing investigations, and periodic audits and requests for information by the Medicare and Medicaid programs or government agencies, which have various rights and remedies against us if they assert that Gentiva has overcharged the programs or failed to comply with program requirements.

Gentiva’s operations are subject to federal and state laws prohibiting fraud by healthcare providers, including laws containing criminal provisions, which prohibit filing false claims or making false statements in order to receive payment or obtain certification under Medicare and Medicaid programs, or failing to refund overpayments or improper payments. Violation of these criminal provisions is a felony punishable by imprisonment and/or fines. We may also be subject to fines, treble damage claims and exclusion as a provider under the Medicare or Medicaid programs if Gentiva has violated the civil provisions that prohibit knowingly filing a false claim or knowingly using false statements to obtain payment.

Additionally, the ACA requires providers, such as home health agencies and hospice providers, to notify the Secretary of the HHS, fiscal intermediary, contractor or other appropriate person of any overpayment and the reason for the overpayment, and to return the overpayment, within the later of 60 days from the time the overpayment is identified or the due date of the provider’s cost report. Failure to comply may result in prosecution under the FCA and exclusion from participation in Medicare, Medicaid and other federal and state health care programs.

CMS has contracted with various third party administrators (“TPAs”), including RAC programs and others, to perform post-payment reviews of healthcare providers. Various states have also begun to engage TPAs to conduct post-payment reviews of Medicaid claims data. We expect in the future that CMS and the states will likely expand the scope of the reviews conducted by these TPAs. We cannot predict whether reviews by TPAs of Gentiva’s home health and hospice programs’ reimbursement claims will result in material recoupments, which could have a material adverse effect on our business, financial position, results of operations and liquidity.

Although we believe Gentiva has established policies and procedures that are sufficient to help ensure that it will operate in substantial compliance with anti-fraud and abuse requirements, in the future, different interpretations or enforcement of laws, rules and regulations governing the healthcare industry could subject Gentiva’s business practices to allegations of impropriety or illegality or could require Gentiva to make changes in its facilities, equipment, personnel, services and capital expenditure programs, increase its operating expenses and distract its management. If Gentiva fails to comply with these extensive laws and government regulations, we could become ineligible to receive government program payments, suffer civil and criminal penalties or be required to make significant changes to Gentiva’s operations. In addition, we could be forced to expend considerable resources responding to an investigation or other enforcement action under these laws or regulations. See note 2 of the notes to consolidated financial statements included in Exhibit 99.1 to the Recast 8-K and Note 15 of the notes to the condensed consolidated financial statements included in the Kindred Q2 10-Q for a description of pending legal proceedings, governmental reviews, audits and investigations to which we are subject.

An adverse ruling against Gentiva in certain litigation could have an adverse effect on our financial condition and results of operations.

Gentiva is involved in litigation incidental to the conduct of its business, including a collective and class action lawsuit alleging violations by Gentiva of the Federal Fair Labor Standards Act and a putative shareholder class action lawsuit alleging violations by Gentiva of the Securities Act and the Exchange Act, and may be subject to additional lawsuits in the future. The damages claimed against Gentiva in such litigation are substantial.

We cannot assure you that Gentiva will prevail in the pending cases. In addition to the possibility of an adverse outcome, such litigation is costly to manage, investigate and defend, and the related defense costs, diversion of management’s time and related publicity may adversely affect the conduct of our business and results of our operations. See note 2 of the notes to consolidated financial statements included in Exhibit 99.1 to the Recast 8-K and Note 15 of the notes to the condensed consolidated financial statements included in the Kindred Q2 10-Q for a description of pending legal proceedings, governmental reviews, audits and investigations to which we are subject.

Risks Factors Relating to Our Capital and Liquidity

The condition of the financial markets, including volatility and weakness in the equity, capital and credit markets, could limit the availability and terms of debt and equity financing sources to fund the capital and liquidity requirements of our businesses.

Financial markets experienced significant disruptions over the past several years. These disruptions impacted liquidity in the debt markets, making financing terms for borrowers less attractive and, in certain cases, significantly reduced the availability of certain types of debt financing. Despite the instability over the past several years within the financial markets nationally and globally, we have not experienced any individual lender limitations to extend credit under the Credit Facilities. However, the obligations of each of the lending institutions in the ABL Facility are separate and the availability of future borrowings under the ABL Facility could be impacted by volatility and disruptions in the financial credit markets or other events. We cannot assure you that a prolonged downturn in the credit markets or other circumstances will not impact our ability to access or to refinance the Credit Facilities. Our inability to access or refinance the Credit Facilities would have a material adverse effect on our business, financial position, results of operations and liquidity.

The Credit Facilities are collateralized by substantially all of our assets including certain owned real property and is guaranteed by substantially all of our subsidiaries. The terms of the Credit Facilities, the indenture governing the 6.375% Notes and the indentures governing the New Notes include financial covenants and certain other provisions that limit acquisitions and annual capital expenditures. We were in compliance with the terms of the Credit Facilities, the indenture governing the 6.375% Notes and the indentures governing the Old Notes at June 30, 2015. However, a downturn in operating earnings or events beyond our control could impair our ability to comply with the covenants contained within the Credit Facilities, the indenture governing the 6.375% Notes and the indentures governing the New Notes. If we anticipated a potential financial or other covenant violation, however, we would seek relief from our lenders for the Credit Facilities and the holders of the 6.375% Notes and the New Notes, which likely would include costs to us, and such relief may not be on terms as favorable as those in the Credit Facilities, the 6.375% Notes or the New Notes, as applicable. Under these circumstances, there is also the potential that our lenders under the Credit Facilities or the holders of the 6.375% Notes or the New Notes would not grant relief to us. A default due to the violation of a financial or other covenant contained within the Credit Facilities, the indenture governing the 6.375% Notes and the indentures governing the New Notes or the occurrence of an “Event of Default” under the Master Lease Agreements could require us to immediately repay all amounts then outstanding under the Credit Facilities, the 6.375% Notes and the New Notes.

If we have future capital needs that cannot be funded from operating cash flows, any additional issuances of debt may increase our leverage.

We may need additional capital if a substantial acquisition or other growth opportunity becomes available or if unexpected events occur or opportunities arise. We cannot assure you that additional capital will be available, or available on terms favorable to us. If capital is not available, we may not be able to fund internal or external business expansion or respond to competitive pressures or other market conditions. If available, we may obtain additional capital through the public or private sale of debt securities. However, our ability to access the public debt markets, on terms favorable to us or at all, may be limited by further disruptions in these markets or other events. If we incur additional debt, our leverage may increase and could have a material adverse effect on our business, financial position, results of operations and liquidity.

Disruptions in the financial markets could negatively impact our investment portfolio.

We hold a substantial investment portfolio in our limited purpose insurance subsidiary. Investments held in our limited purpose insurance subsidiary consist principally of cash and cash equivalents, debt securities, equities and certificates of deposit that are held to satisfy the payment of claims and expenses related to professional liability and workers compensation risks. Our investment policy governing insurance subsidiary investments precludes the investment portfolio managers from selling any security at a loss without prior authorization from us. The investment managers also limit the exposure to any one issue, issuer or type of investment. We intend, and have the ability, to hold insurance subsidiary investments for a long duration without the necessity of selling securities to fund the underwriting needs of our insurance subsidiary. This ability to hold securities allows sufficient time for recovery of temporary declines in the market value of equity securities and the par value of debt securities as of their stated maturity date. We cannot assure you, however, that we will recover declines in the market value of our investments. There is a continuing risk that declines in fair value may occur and additional material realized losses from sales or other-than-temporary impairments may be recorded in the future. Furthermore, we cannot assure you that declines in the market value of our investments will not require us to further capitalize our limited purpose insurance subsidiary or otherwise have a material adverse effect on our business, financial position, results of operations and liquidity.

Risk Factors Relating to Our Operations

Federal, state and local employment-related laws and regulations could increase our cost of doing business and subject us to significant back pay awards, fines and lawsuits.

Our operations are subject to a variety of federal, state and local employment-related laws and regulations, including, but not limited to, the U.S. Fair Labor Standards Act, which governs such matters as minimum wages, the Family Medical Leave Act, overtime pay, compensable time, recordkeeping and other working conditions, Title VII of the Civil Rights Act, the ACA, the Employee Retirement Income Security Act, the Americans with Disabilities Act, the National Labor Relations Act, regulations of the Equal Employment Opportunity Commission, regulations of the Office of Civil Rights, regulations of the Department of Labor, regulations of state attorneys general, federal and state wage and hour laws, and a variety of similar laws enacted by the federal and state governments that govern these and other employment-related matters. Because labor represents such a large portion of our operating costs, compliance with these evolving federal and state laws and regulations could substantially increase our cost of doing business while failure to do so could subject us to significant back pay awards, fines and lawsuits. We are currently subject to employee-related claims, class actions and other lawsuits and proceedings in connection with our operations, including, but not limited to, those related to alleged wrongful discharge, illegal discrimination and violations of equal employment and federal and state wage and hour laws. These claims, lawsuits and proceedings are in various stages of adjudication or investigation and involve a wide variety of claims and potential outcomes. In addition, federal proposals to introduce a system of mandated health insurance and flexible work time and other similar initiatives could, if implemented, adversely affect our operations. Our failure to comply with federal and state employment-related laws and regulations could have a material adverse effect on our business, financial position, results of operations and liquidity. See

note 2 of the notes to consolidated financial statements included in Exhibit 99.1 to the Recast 8-K and Note 15 of the notes to the condensed consolidated financial statements included in the Kindred Q2 10-Q for a description of pending legal proceedings, governmental reviews, audits and investigations to which we are subject.

We could experience significant legal actions, fines and increases in our operating costs if we fail to comply with state minimum staffing requirements.

Various states in which we operate hospitals and nursing centers have established minimum staffing requirements or may establish minimum staffing requirements in the future. Staffing requirements in some states are not contingent upon any additional appropriation of state funds in any budget act or other statute. Our ability to satisfy such staffing requirements will, among other things, depend upon our ability to attract and retain qualified healthcare professionals.

While we seek to comply with all applicable staffing requirements, the regulations in this area are complex and we may experience compliance issues from time to time. Failure to comply with such minimum staffing requirements may result in one or more facilities failing to meet the conditions of participation under relevant federal and state healthcare programs and the imposition of fines or other sanctions. In addition, private litigation involving these matters also has become more common.

Moreover, a portion of the staffing costs we incur is funded by states through Medicaid program appropriations or otherwise. If states do not appropriate sufficient additional funds to pay for any additional operating costs resulting from such minimum staffing requirements, our profitability may be materially adversely affected.

If we are unable to obtain insurance, or if insurance becomes more costly for us to obtain, our business may be adversely affected.

We insure a substantial portion of our professional liability risks primarily through our limited purpose insurance subsidiary. Our limited purpose insurance subsidiary covers losses up to specified limits per occurrence. On a per claim basis, coverage for losses in excess of those insured by the limited purpose insurance subsidiary are maintained through unaffiliated commercial reinsurance carriers. Our limited purpose insurance subsidiary insures all claims in all states up to a per occurrence limit without the benefit of any aggregate stop loss limit. We maintain professional and general liability insurance in amounts and coverage that management believes are sufficient for our operations. However, our insurance may not cover all claims against us or the full extent of our liability nor continue to be available at a reasonable cost. Moreover, the cost of reinsurance coverage maintained with unaffiliated commercial insurance carriers is costly and may continue to increase. There can be no assurances that in the future reinsurance will be available at a reasonable price or that we will be able to maintain adequate levels of professional and general liability insurance coverage. If we are unable to maintain adequate insurance coverage or are required to pay punitive damages that are uninsured, we may be exposed to substantial liabilities, which could have a material adverse effect on our business, financial position, results of operations and liquidity.

Certain events or circumstances could result in the impairment of our assets or other charges, including, without limitation, impairments of goodwill and identifiable intangible assets that result in material charges to earnings.

We review the carrying value of certain long-lived assets, finite lived intangible assets and indefinite-lived intangible assets with respect to any events or circumstances that indicate an impairment or an adjustment to the amortization period may be necessary, such as when the market value of our Common Stock is below book equity value. On an ongoing basis, we also evaluate, based upon the fair value of our reporting units, whether the carrying value of our goodwill is impaired. If circumstances suggest that the recorded amounts of any of these assets cannot be recovered based upon estimated future cash flows, the carrying values of such assets are reduced to fair value. If the carrying value of any of these assets is impaired, we may incur a material charge to earnings. There has been a significant increase in goodwill and identifiable intangible assets as a result of the Gentiva Merger.

During the six months ended June 30, 2015, we recorded an asset impairment charge of $7 million related to previously acquired home health and hospice trade names after the decision in the first quarter of 2015 to rebrand to the Kindred at Home trade name.

During 2013, we determined that pretax impairment charges aggregating $77 million were necessary, which included $76 million of goodwill and $1 million of property and equipment. The goodwill impairment charge was directly related to a Medicare rebasing adjustment for payments to home health providers which will reduce the payment rate by approximately 2.8% in each of the next four years beginning on January 1, 2014. The property and equipment impairment charge was related to the 2011 CMS Rules, which significantly reduced Medicare payments to our skilled nursing rehabilitation services operating segment and our nursing centers.

During 2012, we determined that pretax impairment charges aggregating $109 million were necessary, which included $108 million of goodwill and $1 million of property and equipment. These charges were directly related to the Taxpayer Relief Act and the 2011 CMS Rules, which significantly reduced Medicare payments to our skilled nursing rehabilitation services operating segment and our nursing centers.

Future adverse changes in the operating environment and related key assumptions used to determine the fair value of our reporting units and indefinite-lived intangible assets or a decline in the value of our Common Stock may result in future impairment charges for a portion or all of these assets. Moreover, the value of our goodwill and indefinite-lived intangible assets could be negatively impacted by potential healthcare reforms. Any such impairment charges could have a material adverse effect on our business, financial position and results of operations.

We could experience significant increases to our operating costs due to shortages of qualified nurses, therapists, home health and hospice employees and other healthcare professionals or union activity.

The market for qualified nurses, therapists, clinical associates, home health and hospice employees and other healthcare professionals is highly competitive. We, like other healthcare providers, have experienced difficulties in attracting and retaining qualified personnel such as nurses, certified nurse’s assistants, nurse’s aides, therapists, home health and hospice employees and other providers of healthcare services. Our hospitals, nursing centers and home health and hospice operations are particularly dependent on nurses and other employees for patient care. Kindred Rehabilitation Services continues to seek qualified therapists to fill open positions. As the demand for home health services and hospice services continues to exceed the supply of available and qualified staff, home health operators and their competitors have been forced to offer more attractive wage and benefit packages to these professionals. The difficulty we have experienced in hiring and retaining qualified personnel has increased our average wage rates and may force us to increase our use of contract personnel.

In addition, healthcare providers are experiencing a high level of union activity across the country. At June 30, 2015, approximately 2,600 of the employees at 25 of our facilities were unionized. Though we cannot predict the degree to which we will be affected by future union activity, there are continuing legislative proposals that could result in increased union activity. We could experience an increase in labor and other costs from such union activity. Furthermore, we could experience a disruption of our operations if our employees were to engage in a strike or other work stoppage.

We expect to continue to experience increases in our labor costs primarily due to higher wages and greater benefits required to attract and retain qualified healthcare personnel. Salaries, wages and benefits were approximately 61% of our consolidated revenues for the year ended December 31, 2014. Our ability to manage labor costs will significantly affect our future operating results.

Delays in collection of our accounts receivable could adversely affect our business, financial position, results of operations and liquidity.

Prompt billing and collection are important factors in our liquidity. Billing and collection of our accounts receivable are subject to the complex regulations that govern Medicare and Medicaid reimbursement and rules imposed by non-government payors. Our inability, or the inability of our customers, to bill and collect on a timely basis pursuant to these regulations and rules could subject us to payment delays that could negatively impact our business, financial position, results of operations and liquidity. Further, the timing of payments made under the Medicare and Medicaid programs is subject to governmental budgetary constraints, resulting in an increased period of time between submission of claims and subsequent payment under specific programs, most notably under the Medicaid and Medicaid Managed programs, which typically pay claims approximately 60 to 90 days slower than the average TC hospital claim and approximately 15 days slower than the average nursing center claim. Reimbursement from the Medicaid and Medicaid Managed programs accounted for 12% and 2% of our revenues, respectively, for the fiscal year ended December 31, 2014. In addition, we may experience delays in reimbursement as a result of the failure to receive prompt approvals related to change of ownership applications for acquired or other facilities or from delays caused by our or other third parties’ information system failures. Significant delays in billing and/or collections may adversely affect the borrowing base under the ABL Facility, potentially limiting the availability of funds under the ABL Facility.

Any acquisition, investment or strategic alliance that we have made or may make in the future may use significant resources, may be unsuccessful and could expose us to unforeseen liabilities.

We intend to continue to selectively pursue strategic acquisitions of, investments in, and strategic alliances with, hospitals, IRFs, nursing centers, rehabilitation operations, and home health and hospice operations, particularly where an acquisition may assist us in scaling our operations more rapidly and efficiently than internal growth. Acquisitions may involve significant cash expenditures, debt incurrence, additional operating losses, amortization of certain intangible assets of acquired companies, dilutive issuances of equity securities and expenses that could have a material adverse effect on our business, financial position, results of operations and liquidity.

Acquisitions, investments and strategic alliances involve numerous risks. These risks include:

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limitations on our ability to identify acquisitions that meet our target criteria and complete such acquisitions on reasonable terms and valuations;

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limitations on our ability to access equity or capital to fund acquisitions, including difficulty in obtaining financing for acquisitions at a reasonable cost, or that such financing will contain restrictive covenants that limit our operating flexibility or ability to access additional capital when needed;

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the incurrence of substantial nonrecurring transaction costs, even if the transaction is not consummated, and additional debt to finance such transaction;

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entry into markets or businesses in which we may have limited or no experience;

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difficulty or inability to successfully integrate acquired operations, personnel and information systems, and in realizing projected synergies and cost savings, particularly in the case of significant acquisitions;

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diversion of management’s time from existing operations;

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potential loss of key employees or customers of acquired companies;

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inaccurate assessment of assets and liabilities and exposure to undisclosed or unforeseen liabilities of acquired companies, including liabilities for the failure to comply with healthcare laws;

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the possibility that we failed to discover liabilities of an acquired company during our due diligence investigation as part of any acquisition for which we, as a successor owner, may be responsible;

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obligations that we may have to joint venture partners and other counterparties of an acquired company that arise as a result of a change in control of an acquired company;

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obligations that we have to holders of our debt securities and to our lenders under the Credit Facilities, including our obligations to comply with financial covenants; and

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impairment of acquired goodwill and intangible assets.

In addition to acquisitions, we also may pursue strategic opportunities involving the construction of new hospitals or nursing centers. The construction of new facilities involves numerous risks, including construction delays, cost over-runs, and the satisfaction of zoning and other regulatory requirements. We may be unable to operate newly constructed facilities profitably and such facilities may involve significant cash expenditures, debt incurrence, additional operating losses, and expenses that could have a material adverse effect on our business, financial position, results of operations and liquidity.

Our participation in partnerships may negatively impact our business, financial position, results of operations and liquidity.

As of June 30, 2015, we operate 22 of our facilities and four home health and hospice agencies through partnerships with unrelated parties. We are the majority owner of most of those partnerships. We may enter into additional partnerships with unrelated parties in the future to acquire, own or operate hospitals, IRFs, nursing centers and/or home health and hospice services. Although, we typically control the day-to-day activities of these partnerships, the partnership agreements with our partners often include provisions reserving certain major actions for super-majority approval. Failure to obtain, or delays or substantial time and costs involved in obtaining, our partners’ approval rights, if any, could adversely affect our ability to operate such partnerships, and could have a material adverse effect on such ventures or our business, financial position, results of operations and liquidity more generally. Such actions may include entering into a new business activity or ceasing an existing activity, taking on substantial debt, admitting new partners, and terminating the venture. In addition, the partnership agreements may restrict our ability to derive cash from the partnerships and affect our ability to transfer our interest in the partnerships. We may be required to provide additional capital to a partnership if our partner defaults on its capital obligations. Our restrictions to derive cash, transfer our interests or provide additional funding to these partnerships could have a material adverse effect on our business, financial position, results of operations and liquidity.

If we lose our key management personnel, we may not be able to successfully manage our business and achieve our objectives.

Our future success depends in large part upon the leadership and performance of our executive management team and key employees and our ability to retain and motivate these individuals. Competition for these individuals is intense and there can be no assurance that we will retain our key officers and employees or that we can attract or retain other highly qualified individuals in the future. If we lose the services of one or more of our key officers or employees, or if one or more of them decides to join a competitor or otherwise compete directly or indirectly with us, we may not be able to successfully manage our business, achieve our business objectives or replace them with similarly qualified personnel. If we lose key personnel, we may be unable to replace them with personnel of comparable experience, reputation in the industry or skills. The loss of any of our key officers or employees could have a material adverse effect on our business, financial position, results of operations and liquidity.

If we fail to attract patients and compete effectively with other healthcare providers or if our referral sources fail to view us as an attractive post-acute healthcare provider, our revenues and profitability may decline.

The post-acute healthcare services industry is highly competitive. Our hospitals face competition from healthcare providers that provide services comparable to those offered by our hospitals. Many competing hospitals are larger and more established than our hospitals. We may experience increased competition from existing hospitals, as well as hospitals converted, in whole or in part, to specialized care facilities. Our nursing centers compete on a local and regional basis with other nursing centers and post-acute healthcare providers. Some of

our competitors operate newer facilities and may offer services not provided by us or are operated by entities having greater financial and other resources than us. Our Kindred Rehabilitation Services and Kindred at Home divisions compete with national, regional and local rehabilitation, home health, hospice and community care service providers within our markets. Our Kindred Rehabilitation Services and Kindred at Home divisions further operate in industries with little or no barriers to entry in which other healthcare providers may elect to expand their services to include rehabilitation, home health, hospice care, community care or similar services. Several of these competitors may have greater financial and other resources than us, may be more established in the markets in which we compete and may be willing to provide services at lower prices. We cannot assure you that increased competition in the future will not adversely affect our business, financial position, results of operations and liquidity.

Our success is heavily dependent on referrals from physicians, hospitals, nursing homes, assisted living facilities, managed care companies, insurance companies and other patient referral sources in the communities where we provide services, as well as our ability to maintain good relations with these referral sources. Our referral sources are not obligated to refer business to us and may refer business to other healthcare providers. We believe many of our referral sources refer patients and residents to us as a result of the quality of our patient services and our efforts to establish and build a relationship with them. If any of our facilities fail to achieve or maintain a reputation for providing high quality care, or are perceived to provide a lower quality of care than comparable facilities within the same geographic area, or customers of our rehabilitation therapy, home health or hospice services perceive that they could receive higher quality services from other providers, our ability to attract and retain patients and customers could be adversely affected. We believe that the perception of our quality of care by potential residents or patients or their families seeking our services is influenced by a variety of factors, including physician and other healthcare professional referrals, community information and referral services, newspapers and other print and electronic media, results of patient surveys, recommendations from family and friends, and published quality care statistics compiled by CMS or other industry data. If we lose, or fail to maintain, existing relationships with our referral resources, fail to develop new relationships or if we are perceived by our referral sources for any reason as not providing high quality patient care, our patient volumes and the quality of our patient mix could suffer and our revenue and profitability could decline.

Failure to maintain the security and functionality of our information systems, or to defend a cyber security attack, could adversely affect our business, financial position, results of operation and liquidity.

We are dependent on the proper function and availability of our information systems and related software programs. Though we have taken steps to protect the safety and security of our information systems and the patient health information and other data maintained within those systems, there can be no assurance that our safety and security measures and disaster recovery plan will prevent damage, interruption or breach of our information systems and operations. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures. In addition, hardware, software or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud, trickery or other forms of deceiving our employees or contractors.

As a result of our acquisition activities, we have acquired additional information systems. We have been taking steps to reduce the number of systems we operate, have upgraded and expanded our information systems capabilities, and are gradually migrating to fewer information systems. Our information systems require an ongoing commitment of significant resources to maintain, protect and enhance existing systems and develop new systems to keep pace with continuing changes in technology, evolving industry and regulatory standards, and changing customer preferences.

In addition, certain software supporting our business and information systems are licensed to us by third party software developers. Our inability, or the inability of these developers, to continue to maintain and upgrade our

information systems and software could disrupt or reduce the efficiency of our operations. In addition, costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology or with maintenance or adequate support of existing systems also could disrupt or reduce the efficiency of our operations.

A cyber security attack or other incident that bypasses our information systems security could cause a security breach which may lead to a material disruption to our information systems infrastructure or business and may involve a significant loss of business or patient health information. If a cyber security attack or other unauthorized attempt to access our systems or facilities were to be successful, it could result in the theft, destructions, loss, misappropriation or release of confidential information or intellectual property, and could cause operational or business delays that may materially impact our ability to provide various healthcare services. Any successful cyber security attack or other unauthorized attempt to access our systems or facilities also could result in negative publicity which could damage our reputation or brand with our patients, referral sources, payors or other third parties and could subject us to substantial penalties under HIPAA and other federal and state privacy laws, in addition to private litigation with those affected.

Failure to maintain the security and functionality of our information systems and related software, or to defend a cyber security attack or other attempt to gain unauthorized access to our systems, facilities or patient health information could expose us to a number of adverse consequences, the vast majority of which are not insurable, including but not limited to disruptions in our operations, regulatory and other civil and criminal penalties, fines, investigations and enforcement actions (including, but not limited to, those arising from the SEC, Federal Trade Commission, the OIG or state attorneys general), fines, private litigation with those affected by the data breach, loss of customers, disputes with payors and increased operating expense, which either individually or in the aggregate could have a material adverse effect on our business, financial position, results of operations and liquidity.

There are risks of business disruption associated with new business systems and technology initiatives.

In the ordinary course of business, we implement new business and information technology systems for our various businesses. Implementation disruptions or the failure of new systems and technology initiatives to operate in accordance with expectations could have a material adverse impact on our financial results and operations with respect to our operations.

Effective October 1, 2015, we, as well as all other entities covered by HIPAA, are required to report medical diagnoses under new ICD-10 coding diagnosis codes, which replace the current ICD-9 coding diagnosis codes. ICD-10 codes, which are alphanumeric and contain 3 to 7 characters, are entirely different from ICD-9 codes, which are mostly numeric and contain 3 to 5 digits. If claims are not reported properly under ICD-10, there can be a delay in the processing and payment of such claims, or a denial of such claims, which can have a material adverse effect on our financial position and results of operations.

We have limited operational and strategic flexibility since we lease a substantial number of our facilities.

We lease a substantial number of our facilities from Ventas and other third parties. Under our leases, we generally are required to operate continuously our leased properties as a provider of healthcare services. In addition, these leases generally limit or restrict our ability to assign the lease to another party. Our failure to comply with these lease provisions would result in an event of default under the leases and subject us to material damages, including potential defaults under the Credit Facilities, the indenture governing the 6.375% Notes and the indentures governing the New Notes. Given these restrictions, we may be forced to continue operating unprofitable facilities to avoid defaults under our leases. See “Item 1—Business—Master Lease Agreements” in Exhibit 99.1 to the Recast 8-K.

Possible changes in the acuity of residents and patients, as well as payor mix and payment methodologies, may significantly affect our profitability.

The sources and amount of our revenues are determined by a number of factors, including the occupancy rates of our facilities, the length of stay, the payor mix of residents and patients, rates of reimbursement among payors and patient acuity. Changes in patient acuity as well as payor mix among private pay, Medicare and Medicaid may significantly affect our profitability. In particular, any significant decrease in our population of high acuity patients or any significant increase in our Medicaid population could have a material adverse effect on our business, financial position, results of operations and liquidity, especially if state Medicaid programs continue to limit, or more aggressively seek limits on, reimbursement rates or service levels.

We may be unable to reduce costs to offset completely any decreases in our revenues.

Reduced levels of occupancy in our facilities and reductions in reimbursements from Medicare, Medicaid or other payors would adversely impact our revenues and liquidity. We may be unable to put in place corresponding reductions in costs in response to declines in census or other revenue shortfalls. The inability to timely adjust our operations to address a decrease in our revenues could have a material adverse effect on our business, financial position, results of operations and liquidity.

We are exposed to the credit risk of our payors and customers which in the future may cause us to make larger allowances for doubtful accounts or incur bad debt write-offs.

Due to generally weak economic conditions, recent Medicare and Medicaid reimbursement reductions and other factors, commercial payors and customers may default on their payments to us and individual patients may default on co-payments and deductibles for which they are responsible under the terms of either commercial insurance programs or Medicare. Although we review the credit risk of our commercial payors and customers regularly, such risks may arise from events or circumstances that are difficult to anticipate or control, such as a general economic downturn or changes in Medicare or Medicaid reimbursement. If our payors or customers default on their payments to us in the future, we may have to record higher provisions for allowances for doubtful accounts or incur bad debt write-offs, both of which could have a material adverse effect on our business, financial position, results of operations and liquidity.

An economic downturn, state budget pressures, sustained unemployment and continued deficit spending by the federal government may result in a reduction in reimbursement and covered services.

An economic downturn could have a detrimental effect on our revenues. Historically, state budget pressures have translated into reductions in state spending. Given that Medicaid outlays are a significant component of state budgets, we can expect continuing cost containment pressures on Medicaid outlays for our services in the states in which we operate. In addition, an economic downturn, coupled with sustained unemployment, may also impact the number of enrollees in managed care programs as well as the profitability of managed care companies, which could result in reduced reimbursement rates.

The existing federal deficit, as well as deficit spending by federal and state governments as the result of adverse developments in the economy or other reasons, can lead to continuing pressure to reduce governmental expenditures for other purposes, including government-funded programs in which we participate, such as Medicare and Medicaid. Such actions in turn may adversely affect our results of operations.

Many states have certificate of need laws or other regulatory provisions that may adversely impact our ability to expand into new markets and thereby limit our ability to grow and increase net patient service revenue.

Many states have enacted certificate of need laws that require prior state approval to open new healthcare facilities or expand services at existing facilities. Those laws require some form of state agency review or

approval before a healthcare provider may add new services or undertake significant capital expenditures. Our failure or inability to obtain any necessary approvals could adversely affect our ability to expand into new markets and to expand our services and facilities in existing markets.

Terrorist attacks, pandemics or natural disasters could negatively impact our business, financial position, results of operations and liquidity.

Terrorist attacks, pandemics, or acts of nature, such as floods, fires, hurricanes, tornadoes or earthquakes, may cause damage or disruption to us, our employees and our facilities, which could have an adverse impact on our residents and patients. In order to provide care for our residents and patients, we are dependent upon consistent and reliable delivery of food, pharmaceuticals, power and other products to our facilities and the availability of employees to provide services at our facilities. If the delivery of goods or the ability of employees to reach our facilities were interrupted due to a natural disaster, pandemic or a terrorist attack, it could have a significant negative impact on our business. Furthermore, the impact, or impending threat, of a natural disaster has in the past and may in the future require that we evacuate one or more facilities, which would be costly and would involve substantial risks to our operations and potentially to our residents and patients. The impact of natural disasters, pandemics and terrorist attacks is inherently uncertain. Such events could severely damage or destroy one or more of our facilities, harm our business, reputation and financial performance or otherwise have a material adverse effect on our business, financial position, results of operations and liquidity.

Climate change poses both regulatory and physical risks that could adversely impact our business, financial position, results of operations and liquidity.

Climate change could have a potential economic impact on us and climate change mitigation programs and regulations could increase our costs. Energy costs could be higher as a result of climate change regulations. Our costs could increase if utility companies pass on their costs, such as those associated with carbon taxes, emission cap and trade programs, or renewable portfolio standards. In addition, climate change may increase the frequency or intensity of natural disasters. As such, we cannot assure you that climate change will not adversely impact our business, financial position, results of operations and liquidity.

The inability or failure of management in the future to conclude that we maintain effective internal control over financial reporting, or the inability of our independent registered public accounting firm to issue a report of our internal control over financial reporting, could have a material adverse effect on our business, financial position, results of operations and liquidity.

We report annually on the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm also must audit the effectiveness of our internal control over financial reporting on an annual basis. If we fail to have, or management or our independent registered public accounting firm is unable to conclude that we maintain, effective internal controls and procedures for financial reporting, we could be unable to provide timely and reliable financial information as required by the federal securities laws which could have a material adverse effect on our business, financial position, results of operations and liquidity. Different interpretations of accounting principles or changes in GAAP could have a material adverse effect on our business, financial position, results of operations and liquidity.

GAAP is complex, continually evolving and changing and may be subject to varied interpretation by third parties, including the SEC. Such varied interpretations could result from differing views related to specific facts and circumstances. Differences in interpretation of GAAP or changes in GAAP could have a material adverse effect on our business, financial position, results of operations and liquidity.

During 2014, Gentiva concluded that effective controls were not maintained over its accounting for goodwill and indefinite-lived intangible assets. Specifically, Gentiva’s controls were not effectively designed and did not operate at the appropriate level of precision to ensure completeness and accuracy of assumptions used in its

valuation models for goodwill and indefinite-lived intangible assets and to reassess the lives of indefinite-lived intangible assets related to closed or consolidated branches. These control deficiencies resulted in Gentiva’s restatement of its consolidated financial statements for the year ended December 31, 2013 and the quarter ended March 31, 2014 and the revision of its consolidated financial statements for the year ended December 31, 2011 and the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013. Gentiva’s management concluded that these control deficiencies constituted a material weakness. If we are unable to maintain adequate internal controls over Gentiva’s financial reporting in the future, we may not be able to prepare reliable financial statements and comply with our reporting obligations on a timely basis, which could materially adversely affect our business and subject us to legal and regulatory action.

Risk Factors Relating to the Exchange Offer

The consummation of the exchange offer may not occur.

We are not obligated to complete the exchange offer under certain circumstances. See “Description of the Exchange Offer—Conditions to the Exchange Offer.” Even if the exchange offer is completed, it may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the exchange offer may have to wait longer than expected to receive their New Notes, during which time those holders of the Old Notes will not be able to effect transfers of their Old Notes tendered in the exchange offer.

You may be required to deliver prospectuses and comply with other requirements in connection with any resale of the New Notes.

If you tender your Old Notes for the purpose of participating in a distribution of the New Notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the New Notes. In addition, if you are a broker-dealer that receives the New Notes for your own account in exchange for the Old Notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such New Notes.

Failure to tender the Old Notes in the exchange offer may affect their marketability and will substantially limit, and may effectively eliminate, opportunities to sell your Old Notes in the future.

If the Old Notes are tendered and accepted in the exchange offer, the trading market, if any, for the untendered and tendered but unaccepted Old Notes will be adversely affected. Your failure to participate in the exchange offer will substantially limit, and may effectively eliminate, opportunities to sell your Old Notes in the future.

We issued the Old Notes in a private placement exempt from the registration requirements of the Securities Act. Accordingly, you may not offer, sell or otherwise transfer your Old Notes except in compliance with the registration requirements of the Securities Act and any other applicable securities laws, or pursuant to an exemption from the securities laws, or in a transaction not subject to the securities laws. If you do not exchange your Old Notes for the New Notes in the exchange offer, your Old Notes will continue to be subject to these transfer restrictions after the completion of the exchange offer. In addition, after the completion of the exchange offer, you will no longer be able to obligate us to register the Old Notes under the Securities Act.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including some of the statements made under the heading of “Summary” and elsewhere in this prospectus, includes and incorporates by reference “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include, but are not limited to, statements regarding Company’s expected future financial position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, and statements containing the words such as “anticipate,” “approximate,” “believe,” “plan,” “estimate,” “expect,” “project,” “could,” “would,” “should,” “will,” “intend,” “may,” “potential,” “upside,” and other similar expressions. Statements in this prospectus and the documents incorporated by reference concerning the business outlook or future economic performance, anticipated profitability, revenues, expenses, dividends or other financial items, and product or services line growth, together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting the best judgment of the Company based upon currently available information. These statements are based upon current plans, estimates and projections, and are subject to change based upon a number of factors, including those outlined in this section. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events, if any.

Such forward-looking statements are inherently uncertain, and you must recognize that actual results may differ materially from our expectations as a result of a variety of factors, including, without limitation, those discussed below. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which we are unable to predict or control, that may cause our actual results, performance or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These statements involve risks, uncertainties and other factors discussed below and detailed from time to time in our filings with the SEC.

In addition to the factors set forth above, other factors that may affect our plans, results or stock price include, without limitation:

•

the impact of healthcare reform, which will initiate significant changes to the United States healthcare system, including potential material changes to the delivery of healthcare services and the reimbursement paid for such services by the government or other third party payors, including reforms resulting from the ACA or future deficit reduction measures adopted at the federal or state level. Healthcare reform is affecting each of our businesses in some manner. Potential future efforts in the U.S. Congress to repeal, amend, modify or retract funding for various aspects of the ACA create additional uncertainty about the ultimate impact of the ACA on us and the healthcare industry. Due to the substantial regulatory changes that will need to be implemented by CMS and others, and the numerous processes required to implement these reforms, we cannot predict which healthcare initiatives will be implemented at the federal or state level, the timing of any such reforms, or the effect such reforms or any other future legislation or regulation will have on our business, financial position, results of operations and liquidity;

•

risks and uncertainties related to the Gentiva Merger, including, but not limited to, uncertainties as to whether the Gentiva Merger will have the accretive effect on our earnings or cash flows that we expect, the inability to obtain, or delays in obtaining, cost savings and synergies from the Gentiva Merger, costs and difficulties related to the integration of Gentiva’s businesses and operations with our businesses and operations, unexpected costs, liabilities, charges or expenses resulting from the Gentiva Merger, adverse effects on our stock price resulting from the Gentiva Merger, the inability to retain key personnel, and potential adverse reactions, changes to business relationships or competitive responses resulting from the Gentiva Merger;

•

our ability to meet the substantial debt service requirements incurred to finance the Gentiva Merger;

•

our ability to adjust to the new patient criteria for LTAC hospitals under the LTAC Legislation, which will reduce the population of patients eligible for our hospital services and change the basis upon which we are paid;

•

our ability to comply with the terms of Gentiva’s CIA, which we became subject to as a result of the Gentiva Merger;

•

the impact of the 2012 CMS Rules, which, among other things, reduced Medicare reimbursement to our TC hospitals in 2013 and beyond by imposing a budget neutrality adjustment and modifying the short-stay outlier rules;

•

the impact of the 2011 CMS Rules, which among other things, significantly reduced Medicare reimbursement to our nursing centers and changed payments for the provision of group therapy services effective October 1, 2011;

•

the impact of the Budget Control Act of 2011 (as amended by the Taxpayer Relief Act) which instituted an automatic 2% reduction on each claim submitted to Medicare beginning April 1, 2013;

•

the costs of defending and insuring against alleged professional liability and other claims and investigations (including those related to pending investigations and whistleblower and wage and hour class action lawsuits against us) and our ability to predict the estimated costs and reserves related to such claims and investigations, including the impact of differences in actuarial assumptions and estimates compared to eventual outcomes;

•

the impact of the Taxpayer Relief Act which, among other things, reduces Medicare payments by an additional 25% for subsequent procedures when multiple therapy services are provided on the same day;

•

changes in the reimbursement rates or the methods or timing of payment from third party payors, including commercial payors and the Medicare and Medicaid programs, changes arising from and related to the Medicare prospective payment system for LTAC hospitals, including potential changes in the Medicare payment rules, the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, and changes in Medicare and Medicaid reimbursement for our TC hospitals, nursing centers, IRFs and home health and hospice operations, and the expiration of the Medicare Part B therapy cap exception process;

•

the effects of additional legislative changes and government regulations, interpretation of regulations and changes in the nature and enforcement of regulations governing the healthcare industry;

•

the ability of our hospitals and nursing centers to adjust to medical necessity reviews;

•

the impact of our significant level of indebtedness on our funding costs, operating flexibility and ability to fund ongoing operations, development capital expenditures or other strategic acquisitions with additional borrowings;

•

our ability to successfully redeploy our capital in pursuit of our business strategy and pursue our development activities, including through acquisitions, and successfully integrate new operations, including the realization of anticipated revenues, economies of scale, cost savings and productivity gains associated with such operations, as and when planned, including the potential impact of unanticipated issues, expenses and liabilities associated with those activities;

•

the failure of our facilities to meet applicable licensure and certification requirements;

•

the further consolidation and cost containment efforts of managed care organizations and other third party payors;

•

our ability to comply with our rental and debt agreements, including payment of amounts owed thereunder and compliance with the covenants contained therein, including under the Master Lease Agreements;

•

the condition of the financial markets, including volatility and weakness in the equity, capital and credit markets, which could limit the availability and terms of debt and equity financing sources to fund the requirements of our businesses, or which could negatively impact our investment portfolio;

•

our ability to control costs, particularly labor and employee benefit costs;

•

our ability to successfully reduce (by divestiture of operations or otherwise) our exposure to professional liability and other claims;

•

our obligations under various laws to self-report suspected violations of law by us to various government agencies, including any associated obligation to refund overpayments to government payors, fines and other sanctions;

•

our ability to pay a dividend as, when and if declared by our Board of Directors, in compliance with applicable laws and our debt and other contractual arrangements;

•

national, regional and industry-specific economic, financial, business and political conditions, including their effect on the availability and cost of labor, credit, materials and other services;

•

increased operating costs due to shortages in qualified nurses, therapists and other healthcare personnel;

•

our ability to attract and retain key executives and other healthcare personnel;

•

our ability to successfully dispose of unprofitable facilities;

•

events or circumstances which could result in the impairment of an asset or other charges;

•

changes in GAAP or practices, and changes in tax accounting or tax laws (or authoritative interpretations relating to any of these matters); and

•

our ability to maintain an effective system of internal control over financial reporting.

Many of these factors are beyond our control. We caution you that any forward-looking statements made by us are not guarantees of future performance. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments.

You should carefully consider the risks that are described in the “Risk Factors” section, as well as other risks and uncertainties described under the “Risk Factors” section in the Kindred 2014 10-K, as such discussion may be amended or updated in other reports filed by us with the SEC, before making any investment decision with respect to our securities. If any of these trends, risks, assumptions or uncertainties actually occurs or continues, our business, financial condition or results of operations could be materially adversely affected, the trading prices of our securities could decline and you could lose all or part of your investment. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The selected financial data below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as the consolidated financial statements and the related notes thereto and the unaudited condensed consolidated financial statements and the notes thereto, which are incorporated by reference in this prospectus.


	Year ended December 31,															Six months ended June 30,
(In thousands, except per share amounts)	2014			2013			2012			2011			2010			2015			2014
Statement of Operations Data:
Revenues	$	5,027,599		$	4,775,235		$	4,793,342		$	4,096,392		$	3,045,152		$	3,509,442		$	2,534,007

Salaries, wages and benefits		2,442,879			2,364,138			2,349,297			1,943,642			1,372,188			1,782,780			1,224,789
Supplies		289,043			286,266			300,836			274,414			228,388			191,508			144,550
Rent		313,039			302,192			294,789			268,521			232,618			188,542			156,229
Other operating expenses		679,992			633,906			629,779			553,252			466,261			409,844			342,204
General and administrative expenses		973,223			875,770			855,346			861,881			624,246			740,907			476,018
Other (income) expense		(872	)		(861	)		26			131			65			(1,049	)		(334	)
Litigation contingency expense		4,600			30,850			5,000			—			—			98,925			4,600
Impairment charges		—			77,193			108,953			73,554			—			6,726			—
Depreciation and amortization		155,570			152,945			158,085			125,155			89,154			77,560			78,264
Interest expense		168,763			108,008			107,825			80,840			6,986			119,688			106,329
Investment income		(3,996	)		(4,046	)		(986	)		(985	)		(1,210	)		(1,771	)		(2,631	)

		5,022,241			4,826,361			4,808,950			4,180,405			3,018,696			3,613,660			2,530,018

Income (loss) from continuing operations before income taxes		5,358			(51,126	)		(15,608	)		(84,013	)		26,456			(104,218	)		3,989
Provision (benefit) for income taxes		462			(10,493	)		30,341			(15,102	)		9,300			(3,340	)		1,512

Income (loss) from continuing operations		4,896			(40,633	)		(45,949	)		(68,911	)		17,156			(100,878	)		2,477
Discontinued operations, net of income taxes:
Income (loss) from operations		(53,630	)		(40,315	)		11,370			15,192			39,788			(4,013	)		(16,210	)
Gain (loss) on divestiture of operations		(12,698	)		(83,887	)		(4,745	)		—			(453	)		983			(5,024	)

Income (loss) from discontinued operations		(66,328	)		(124,202	)		6,625			15,192			39,335			(3,030	)		(21,234	)

Net income (loss)		(61,432	)		(164,835	)		(39,324	)		(53,719	)		56,491			(103,908	)		(18,757	)
(Earnings) loss attributable to noncontrolling interests:
Continuing operations		(18,872	)		(3,890	)		(1,382	)		81			—			(20,582	)		(9,357	)
Discontinued operations		467			233			339			157			—			31			323

		(18,405	)		(3,657	)		(1,043	)		238			—			(20,551	)		(9,034	)

Income (loss) attributable to Kindred	$	(79,837	)	$	(168,492	)	$	(40,367	)	$	(53,481	)	$	56,491		$	(124,459	)	$	(27,791	)

Amounts attributable to Kindred stockholders:
Income (loss) from continuing operations	$	(13,976	)	$	(44,523	)	$	(47,331	)	$	(68,830	)	$	17,156		$	(121,460	)	$	(6,880	)
Income (loss) from discontinued operations		(65,861	)		(123,969	)		6,964			15,349			39,335			(2,999	)		(20,911	)

Net income (loss)	$	(79,837	)	$	(168,492	)	$	(40,367	)	$	(53,481	)	$	56,491		$	(124,459	)	$	(27,791	)

Earnings (loss) per common share:
Basic:
Income (loss) from continuing operations	$	(0.24	)	$	(0.85	)	$	(0.92	)	$	(1.49	)	$	0.43		$	(1.47	)	$	(0.13	)
Discontinued operations:
Income (loss) from operations		(0.91	)		(0.77	)		0.23			0.33			1.01			(0.05	)		(0.30	)
Gain (loss) on divestiture of operations		(0.21	)		(1.61	)		(0.09	)		—			(0.01	)		0.01			(0.09	)

Income (loss) from discontinued operations		(1.12	)		(2.38	)		0.14			0.33			1.00			(0.04	)		(0.39	)

Net income (loss)	$	(1.36	)	$	(3.23	)	$	(0.78	)	$	(1.16	)	$	1.43		$	(1.51	)	$	(0.52	)


	Year ended December 31,															Six months ended June 30,
(In thousands, except per share amounts)	2014			2013			2012			2011			2010			2015			2014
Diluted:
Income (loss) from continuing operations	$	(0.24	)	$	(0.85	)	$	(0.92	)	$	(1.49	)	$	0.43		$	(1.47	)	$	(0.13	)
Discontinued operations:
Income (loss) from operations		(0.91	)		(0.77	)		0.23			0.33			1.01			(0.05	)		(0.30	)
Gain (loss) on divestiture of operations		(0.21	)		(1.61	)		(0.09	)		—			(0.01	)		0.01			(0.09	)

Income (loss) from discontinued operations		(1.12	)		(2.38	)		0.14			0.33			1.00			(0.04	)		(0.39	)

Net income (loss)	$	(1.36	)	$	(3.23	)	$	(0.78	)	$	(1.16	)	$	1.43		$	(1.51	)	$	(0.52	)

Shares used in computing earnings (loss) per common share:
Basic		58,634			52,249			51,659			46,280			38,738			82,828			53,180
Diluted		58,634			52,249			51,659			46,280			38,954			82,828			53,180

Cash dividends declared and paid per common share	$	0.48		$	0.24		$	—		$	—		$	—		$	0.24		$	0.24

Financial Position:
Working capital	$	532,799		$	404,307		$	438,435		$	384,359		$	214,654		$	554,202		$	562,096
Total assets		5,652,964			3,945,869			4,237,946			4,138,493			2,337,415			6,605,927			4,032,810
Long-term debt		2,852,531			1,579,391			1,648,706			1,531,882			365,556			3,222,443			1,530,340
Equity		1,485,972			1,121,216			1,292,844			1,320,541			1,031,759			1,672,275			1,295,712

DESCRIPTION OF THE EXCHANGE OFFER

Purpose of the Exchange Offer

On December 18, 2014, we issued $750 million aggregate principal amount of the Old 2020 Notes and $600 million aggregate principal amount of the Old 2023 Notes. In connection with that issuance, we entered into Registration Rights Agreements on December 18, 2014, as supplemented and amended on February 2, 2015 by the joinder agreements to the Registration Rights Agreements with respect to each series of the Old Notes. Pursuant to the Registration Rights Agreements, the Company and the guarantors agreed that they will, at their expense, for the benefit of the holders of the Old Notes:

•

file a registration statement (“Exchange Offer Registration Statement”) covering an offer to the holders of the Old Notes to exchange all Old Notes for the New Notes;

•

have the Exchange Offer Registration Statement become and remain effective until 120 days after the Expiration Date;

•

commence the exchange offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use commercially reasonable efforts to complete the exchange offer no later than 60 days after such effective date; and

•

use commercially reasonable efforts to consummate the exchange offer on or prior to the 365th day after December 18, 2014.

Upon the effectiveness of the registration statement of which this prospectus is a part, we will offer the New Notes in exchange for the Old Notes. We filed copies of the Registration Rights Agreements as exhibits incorporated by reference into the registration statement.

Resale of the New Notes

We are making the exchange offer in reliance on the position of the staff of the SEC as set forth in interpretive letters addressed to other parties in other transactions. For further information on the SEC’s position, see Exxon Capital Holdings Corporation, available May 13, 1988, Morgan Stanley & Co. Incorporated, available June 5, 1991 and Shearman & Sterling, available July 2, 1993, and other interpretive letters to similar effect. We have not sought our own interpretive letter, however, and we cannot assure you that the staff would make a similar determination with respect to the exchange offer as it has in interpretive letters to other parties. Based on these interpretations by the staff, we believe that the New Notes issued under the exchange offer may be offered for resale, resold or otherwise transferred by you, without further compliance with the registration and prospectus delivery provisions of the Securities Act, so long as you:

(1)

are acquiring the New Notes in the ordinary course of your business;

(2)

are not participating in, and do not intend to participate in, a distribution of the New Notes within the meaning of the Securities Act and have no arrangement or understanding with any person to participate in a distribution of the New Notes within the meaning of the Securities Act;

(3)

are not a broker-dealer who acquired the Old Notes directly from us; and

(4)

are not an “affiliate” of ours, within the meaning of Rule 405 of the Securities Act.

By tendering the Old Notes in exchange for the New Notes, you will be required to represent to us that each of the above statements applies to you. If you are participating in or intend to participate in, a distribution of the New Notes, or have any arrangement or understanding with any person to participate in a distribution of the New Notes to be acquired in this exchange offer, you may be deemed to have received restricted securities and may not rely on the applicable interpretations of the staff of the SEC. If you are so deemed, you will have to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.

Each broker-dealer that receives the New Notes for its own account in exchange for the Old Notes, where the Old Notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the New Notes. The letter of transmittal 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. A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of the New Notes received in exchange for the Old Notes which the broker-dealer acquired as a result of market-making or other trading activities. See “Plan of Distribution.”

The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of the Old Notes in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of such jurisdiction.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and the letter of transmittal, we will accept any and all Old Notes validly tendered and not validly withdrawn prior to the Expiration Date. We will issue $1,000 principal amount of the New Notes in exchange for each $1,000 principal amount of the Old Notes validly tendered and accepted pursuant to the exchange offer.

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.

The terms of the New Notes are identical in all material respects to the terms of the Old Notes, except that:

(1)

we have registered the New Notes under the Securities Act and therefore these New Notes will not bear legends restricting their transfer; and

(2)

specified rights under the applicable Registration Rights Agreement, including the provisions providing for payment of additional interest in specified circumstances relating to the exchange offer, will be eliminated for all the New Notes.

The New Notes will evidence the same debt as the Old Notes. The New Notes will be issued under the same indenture with respect to each series and will be entitled to the same benefits under the applicable indenture as the Old Notes being exchanged. As of the date of this prospectus, $750 million aggregate principal amount of the Old 2020 Notes are outstanding and $600 million aggregate principal amount of the Old 2023 Notes are outstanding. The Old Notes accepted for exchange will be retired and cancelled and not reissued.

Except as described under “Form, Book-Entry Procedures and Transfer,” we will issue the New Notes in the form of one or more global notes registered in the name of DTC or its nominee, and each beneficial owner’s interest in it will be transferable in book-entry form through DTC.

We will conduct the exchange offer in accordance with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC thereunder.

We will be considered to have accepted validly tendered Old Notes if and when we have given oral or written notice to that effect to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the New Notes from us.

If we do not accept any tendered Old Notes for exchange because of an invalid tender, the occurrence of the other events described in this prospectus or otherwise, we will return these Old Notes, without expense, to the tendering holder as soon as practicable after the Expiration Date of the exchange offer.

Holders who tender the Old Notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes on exchange of the Old Notes in connection with the exchange offer. We will pay all charges and expenses, other than certain applicable taxes in certain circumstances, in connection with the exchange offer. See “—Other Fees and Expenses” and “—Transfer Taxes.”

If we successfully complete the exchange offer, any Old Notes which holders do not tender or which we do not accept in the exchange offer will remain outstanding and continue to accrue interest. The holders of the Old Notes after the exchange offer in general will not have further rights under the applicable Registration Rights Agreement, including registration rights and any rights to additional interest. Holders wishing to transfer the Old Notes would have to rely on exemptions from the registration requirements of the Securities Act.

Expiration Date; Extensions; Amendments; Termination

For purposes of the exchange offer, the term “Expiration Date” means 5:00 p.m., New York City time, on , 2015, subject to our right to extend that time and date in our sole discretion, in which case the Expiration Date means the latest time and date to which the exchange offer is extended.

We reserve the right, in our sole discretion, by giving oral or written notice to the exchange agent, to:

•

extend the exchange offer;

•

terminate the exchange offer if a condition to our obligation to exchange the Old Notes for the New Notes is not satisfied or waived on or prior to the Expiration Date; and

•

amend the exchange offer.

If the exchange offer is amended in a manner that we determine constitutes a material change, we will extend the exchange offer for a period of two to ten business days, depending upon the significance of the amendment and the manner of disclosure to the holders, if the exchange offer would otherwise have expired during that two to ten business day period.

We will notify holders of the Old Notes of any extension, amendment or termination of the exchange offer by press release or other public announcement. We will announce any extension of the Expiration Date no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Expiration Date. We have no other obligation to publish, advertise or otherwise communicate any information about any extension, amendment or termination.

Settlement Date

We will deliver the New Notes on the settlement date, which will be as soon as practicable after the Expiration Date of the exchange offer. We will not be obligated to deliver the New Notes unless the exchange offer is consummated.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, we will not be required to accept for exchange, or to issue the New Notes in exchange for, any Old Notes and may terminate or amend the exchange offer if at any

time before the expiration of the exchange offer, we determine (i) that the exchange offer violates applicable law, any applicable interpretation of the staff of the SEC or any order of any governmental agency or court of competent jurisdiction; (ii) an action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair our ability to proceed with the exchange offer or a material adverse development shall have occurred in any existing action or proceeding with respect to us; or (iii) all governmental approvals that we deem necessary for the consummation of the exchange offer have not been obtained.

The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of those rights and each of those rights shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination made by us concerning an event, development or circumstance described or referred to above will be conclusive and binding.

If any of the foregoing conditions are not satisfied, we may, at any time on or prior to the Expiration Date:

•

terminate the exchange offer and return all tendered Old Notes to the respective tendering holders;

•

modify, extend or otherwise amend the exchange offer and retain all tendered Old Notes until the Expiration Date, as extended, subject, however, to the withdrawal rights of holders; or

•

to the extent lawful, waive the unsatisfied conditions with respect to the exchange offer and accept all Old Notes tendered and not previously validly withdrawn.

In addition, we will not accept for exchange any Old Notes tendered, and no New Notes will be issued in exchange for those Old Notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or with respect to the qualification of the indentures governing the New Notes under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

Effect of Tender

Any tender by a holder, and our subsequent acceptance of that tender, of the Old Notes will constitute a binding agreement between that holder and us upon the terms and subject to the conditions of the exchange offer described in this prospectus and in the letter of transmittal. The acceptance of the exchange offer by a tendering holder of the Old Notes will constitute the agreement by that holder to deliver good and marketable title to the tendered Old Notes, free and clear of any and all liens, restrictions, charges, pledges, security interests, encumbrances or rights of any kind of third parties.

Letter of Transmittal; Representations, Warranties and Covenants of Holders of Old Notes

Upon agreement to the terms of the letter of transmittal pursuant to an agent’s message, a holder, or the beneficial holder of the Old Notes on behalf of which the holder has tendered, will, subject to that holder’s ability to withdraw its tender, and subject to the terms and conditions of the exchange offer generally, thereby:

(1)

irrevocably sell, assign and transfer to or upon our order or the order of our nominee all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the holder’s status as a holder of, all Old Notes tendered thereby, such that thereafter the holder shall have no contractual or other rights or claims in law or equity against us or any fiduciary, trustee, fiscal agent or other person connected with the Old Notes arising under, from or in connection with those Old Notes;

(2)

waive any and all rights with respect to the Old Notes tendered thereby, including, without limitation, any existing or past defaults and their consequences in respect of those Old Notes; and

(3)

release and discharge us and the trustee for the Old Notes from any and all claims the holder may have, now or in the future, arising out of or related to the Old Notes tendered thereby, including, without limitation, any claims that the holder is entitled to receive additional principal or interest payments with respect to the Old Notes tendered thereby, other than as expressly provided in this prospectus and in the letter of transmittal, or to participate in any redemption or defeasance of the Old Notes tendered thereby.

In addition, by tendering the Old Notes in the exchange offer, each holder of the Old Notes will represent, warrant and agree that:

(1)

it has received this prospectus;

(2)

it is the beneficial owner (as defined below) of, or a duly authorized representative of one or more beneficial owners of, the Old Notes tendered thereby, and it has full power and authority to execute the letter of transmittal;

(3)

the Old Notes being tendered thereby were owned as of the date of tender, free and clear of any liens, charges, claims, encumbrances, interests and restrictions of any kind, and we will acquire good, indefeasible and unencumbered title to those Old Notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind, when we accept the same;

(4)

it will not sell, pledge, hypothecate or otherwise encumber or transfer any Old Notes tendered thereby from the date of the letter of transmittal, and any purported sale, pledge, hypothecation or other encumbrance or transfer will be void and of no effect;

(5)

in evaluating the exchange offer and in making its decision whether to participate in the exchange offer by tendering its Old Notes, it has made its own independent appraisal of the matters referred to in this prospectus and the letter of transmittal and in any related communications and it is not relying on any statement, representation or warranty, express or implied, made to it by us or the exchange agent, other than those contained in this prospectus, as amended or supplemented through the Expiration Date;