To: Dale Baker who wrote (31991 ) 12/11/2002 12:45:31 PM From: Dale Baker Read Replies (1) | Respond to of 118717 Kindred Healthcare: Sr Health Mgmt To Sublease 16 Ppties Wednesday December 11, 12:29 pm ET LOUISVILLE, Ky. (Dow Jones)--Kindred Healthcare Inc. signed a nonbinding letter of intent with Senior Health Management LLC to transfer 18 Florida facilities, but is meeting some opposition from lessor Ventas Inc. (NYSE:VTR - News) . Under the proposed transaction, Senior Health Management or its designee will sublease 16 of Kindred's 18 nursing facilities in Florida for an initial term of five years. In October, Kindred said it was considering selling its nursing center operation in Florida to reduce exposure to the high professional liability costs there. The company warned that it would have to record third- quarter liability claims of $55 million above normal levels, and also withdrew its full year guidance. In a press release Wednesday, Kindred said the lease payments under the subleases will be equal to the primary lease payments. Kindred will remain a primary guarantor under the primary leases. In addition, Senior Health Management will lease with an option to purchase the remaining two facilities owned by Kindred. Kindred said that in addition to signing a definitive agreement, it must also get required approvals from its lenders, regulators, government agencies and private third parties. The company leases 15 of the 18 facilities from Ventas, which has informed Kindred that it will object to the transaction unless it get a substantial and material consent fee and other lease concessions. Ventas had previously said it intended to work with the company in facilitating the Florida exit plan, according to Kindred. Kindred has told Ventas that its demand is "improper," adding that if Ventas improperly interferes with the completion of the proposed transaction, it will seek appropriate legal remedies against Ventas as well as damages for continuing losses. Kindred believes it can sublease 12 of these facilities without Ventas' consent, and that Ventas' consent can't be unreasonably withheld on the remaining three facilities. A spokeswoman for Ventas wasn't immediately available for comment. In October, Ventas said it believed Kindred would need its consent for such a plan. Ventas said its rent from Kindred's Florida nursing home portfolio is less than $8.5 million a year, or about 4.5% of the $187 million annualized rent paid by Kindred. Shares of Kindred Healthcare were trading recently at $19.70, up $1.71, or 9.5%, on Nasdaq volume of 219,050 shares. Average daily volume is 353,661 shares. -Jenny Park; Dow Jones Newswires; 201-938-5388 Dow Jones Newswires 12-11-02 1229ET