TPG Capital, L.P. (“TPG”), Welsh, Carson, Anderson & Stowe (“WCAS”) and Humana Inc. (NYSE:HUM) (“Humana”) entered into a definitive agreement to acquire Kindred Healthcare, Inc. (NYSE:KND) (“Kindred”) from Brigade Leveraged Capital Structures Fund Ltd., Brigade Distressed Value Master Fund Ltd. and Tasman Fund LP, managed by Brigade Capital Management, LP and others for approximately $850 million on December 19, 2017. Under the terms of the agreement, Kindred stockholders will receive $9 in cash for each share of Kindred common stock they hold. Immediately following the acquisition of Kindred, the home health, hospice and community care businesses will be separated from Kindred and operated as a standalone company owned 40% by Humana, with the remaining 60% owned by TPG and WCAS (“Kindred at Home”). Humana will, in effect, acquire a 40% interest in Kindred at Home for approximately $800 million, with an option to buy the remaining ownership interest over time through a put/call arrangement. Kindred’s LTAC hospitals, IRFs and contract rehabilitation services businesses will be operated as a separate specialty hospital company owned by TPG and WCAS (“Kindred Healthcare”). Under a shared services agreement, Kindred Healthcare will continue to provide certain support functions to Kindred at Home for a transitional period. TPG, WCAS and Humana has obtained a commitment letter from JPMorgan Chase Bank, N.A., to provide debt financing of up to $2.115 billion, consisting of a $1.36 billion senior secured first lien term facility, a $280 million senior secured first lien revolving facility and a $475 million senior secured second lien term facility. Upon completing the transaction, Ben Breier will serve as Chief Executive Officer of the specialty hospital company, Kindred Healthcare. David Causby, currently Executive Vice President and President of Kindred at Home, will serve as Chief Executive Officer of Kindred at Home. Kindred will pay $29 million to the consortium of buyer as termination fee and as reverse termination fee, the consortium of buyers will pay $61.5 million or 1.5% of TEV of Kindred. Kindred do not expect any significant staff changes as a result of the transaction. The agreement is subject to certain conditions to closing, including, without limitation, the approval of the agreement by stockholders of Kindred, the receipt of certain licensure and regulatory approvals, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended and other customary closing conditions. As of December 27, 2017, Brigade delivered a letter to the Board of Kindred stating its opposition to the merger and noting the material inadequacy of the terms of the proposed transaction. The Board of Directors of Kindred has approved the agreement. The transaction has been unanimously approved by the Board of Directors of Kindred. As on February 20, 2018, applicable waiting period under the HSR Act for the completion of the transaction expired. A special meeting of Kindred Healthcare stockholders is scheduled to be held on March 29, 2018. Six purported class action complaints related to the merger were filed on behalf of putative classes of Kindred’s public stockholders from February 8, 2018 to February 21, 2018. On March 8, 2018, funds managed by Brigade Capital Management LP ("Brigade") filed a lawsuit in the Delaware Court of Chancery against the Kindred Board and certain other parties alleging breaches of fiduciary duties and related causes of action, and seeking to preliminarily and permanently enjoin the March 29, 2018 vote of Kindred shareholders on the proposed acquisition. On March 19, 2018, Brigade released a letter definitively stating its intention to vote "NO" to the proposed acquisition. As per Brigade, the transaction ‘short-changes stockholders and transfers significant value to the buyers’. Independent proxy advisory firms Institutional Shareholder Services Inc. and Egan-Jones Rating Company respectively recommended on March 19, 2018 and March 21, 2018 that Kindred stockholders vote “for” the transaction. On March 27, 2018, the Court of Chancery of the State of Delaware ruled in favor of Kindred and its Board and denied the motion for preliminary injunction filed by Brigade Capital Management regarding the acquisition. As on April 5, 2018, shareholders of Kindred Healthcare approved the transaction. The transaction is expected to close during the summer of 2018. Barclays and Guggenheim Securities, LLC served as financial advisors to Kindred Healthcare. Barclays and Guggenheim Securities will receive a transaction fee of $17.5 million for its advisory services and Kindred has previously paid Guggenheim Securities a cash milestone fee of $2.5 million. Benet J. O’Reilly and Paul M. Tiger of Cleary Gottlieb Steen & Hamilton LLP served as legal advisor to Kindred. Morgan Stanley & Co. LLC, JPMorgan Chase and Citi acted as financial advisors to the buying consortium. Andrew L. Bab, Jennifer L. Chu, Gary M. Friedman, Henry Lebowitz, Jonathan E. Levitsky, Jonathan F. Lewis, Jeffrey E. Ross, Stuart Hammer, Katarina Molnarova, Julia J. Ahn, Usman Arain, Zhiyan Cao, Michelle M. Hillenbrand, Andrew G. Jamieson, Zain A. Kazmi, Samuel D. Krawiecz, Alicia E. Lee, Marina Capeto Novello, Nicholas C. Scholten and Camila Amaral Surcan of Debevoise & Plimpton LLP and Susan Berson, Theresa Carnegie, Karen Lovitch, Ellyn Sternfield, Tara Dwyer, Bridgette Keller, Lauren Moldawer and Carrie Roll of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. served as legal advisors to the consortium. Ropes & Gray LLP acted as legal advisor to WCAS. TripleTree, LLC acted as strategic and financial advisor to Humana. Evercore Inc. provided a fairness opinion to the Board of Directors of Humana. Brian T. Mangino, Philip Richter, William J. Breslin, Stewart A. Kagan, Robert M. McLaughlin, Joshua Wechsler, Adam Kaminsky, Janice Mac Avoy, Alan S. Kaden, Jessica H. Mayes, Amir R. Ghavi, Christopher S. Celentano, Kendra Clark, Adam B. Cohen, Scott I. Golden, Alison McCormick, Jose R. Morales, Dave N. Rao, Ville Rauhala, Adam J. Ross, Mary Beth Phipps, Jaclyn I. Waters, Marli Sussman, Justin J. Santolli, and Shane C. Hoffmann of Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisor to Humana. Patrick Naughton, Stephen Wiseman and Rex Hupy represent Evercore as financial advisor in Humana’s acquisition of 40% interest in Kindred’s Homecare Business. MacKenzie Partners, Inc. acted as information agent to Kindred Healthcare and will receive fees of $50,000. Barbara Becker of Gibson, Dunn & Crutcher LLP acted as legal advisor for TPG Capital. Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as the financial advisor for TPG Capital, L.P. Simpson Thacher represents Everore as financial advisor to Humana. Sullivan & Cromwell LLP represents Barclays as financial adviser to Kindred Healthcare, Inc. Carin Carithers, Joe Gilligan, Dan Davidson and Ben Clark of Hogan Lovells US LLP acted as the legal advisor to the management of Kindred Healthcare, LLC.