8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 30, 2013

Gentiva Health Services, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-15669	36-4335801
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3350 Riverwood Parkway, Suite 1400 Atlanta, Georgia	30339-3314
(Address of principal executive offices)	(Zip Code)

(770) 951-6450

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 Regulation FD Disclosure.

As previously reported, on September 18, 2013, Gentiva Health Services, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger, pursuant to which it has agreed to acquire Harden Healthcare Holdings, Inc., a Delaware corporation (the “Proposed Acquisition”). Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01 is selected information contained in a confidential information memorandum that the Company expects to provide to certain banks and other financing sources in connection with the Proposed Acquisition. The information contained in this Current Report on Form 8-K, including the information contained in Exhibit 99.1, does not constitute an offer to sell, or the solicitation of an offer to buy, any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements relating to our business and our financing plans. Words such as “intends”, “planning” or “expects” are used to identify these forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements.

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Selected information contained in a confidential information memorandum.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GENTIVA HEALTH SERVICES, INC.
Date: September 30, 2013	By:	/s/ John N. Camperlengo
		John N. Camperlengo
		Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Selected information contained in a confidential information memorandum.

EX-99.1

Exhibit 99.1

SELECTED INFORMATION CONTAINED IN

CONFIDENTIAL INFORMATION MEMORANDUM

Target Overview – Harden Healthcare Holdings, Inc.

Founded in 2001, Harden is a leading provider of a continuum of healthcare services in 13 states. Harden is majority owned by Capstar Partners, LLC, a private investment firm based in Austin, Texas, founded by R. Steven Hicks in 2000. Harden serves over 35,000 patients and operates in four main business segments, which include: Community Care, Home Health, Hospice, and Long-Term Care.

Gentiva’s acquisition of Harden is focused on the Community Care, Home Health, and Hospice business segments. Gentiva will not be acquiring the Long-Term Care segment.

Community Care

Community Care provides support services to patients who have chronic care needs or long-term disabilities that require assistance with routine personal care in the home. Harden’s Community Care services are primarily funded through Medicaid and serve as a low cost alternative to inpatient care.

Home Health

Home Health offers a range of skilled nursing services for home-based patients in a lower cost setting versus facility-based care. Harden’s Home Health services are primarily funded through Medicare Fee-For-Service as well as Medicare Advantage.

Hospice

Hospice provides end-of-life care focused on enhancing the quality of life for patients and their families. Care may occur in private home or community facility settings. The business is almost exclusively Medicare reimbursed.

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Community Care

Community Care segment provides support services to patients who have chronic care needs or long-term disabilities that require assistance with routine personal care in the home. Harden has 34 locations in 4 states with Texas being the largest. The ongoing shift from Medicaid Fee-For-Service to Managed Medicaid as well as the 2014 Medicaid expansion under PPACA pose significant opportunities for the segment. Community Care offers significant cost advantages as opposed to traditional facility-based care, which creates a compelling selling point in the current healthcare environment focused on using low-cost, high quality care. Furthermore, the ability to remain and receive care in the home is attractive to patients.

Smaller competitors include Texas Home Health, Jordan Health Services (Texas) and HCI (Oklahoma).

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Home Health

Home Health offers a range of skilled nursing services for home-based patients in a lower cost setting. Individual care plans range from the management of complex diseases to physical, occupational and speech therapy and personal care services. Harden’s Home Health services are primarily funded through Medicare Fee-For-Service with an increasing importance of Medicare Advantage. The Home Health segment serves 8,600 patients across 59 locations in 12 states.

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Hospice

Hospice provides end-of-life care focused on enhancing the quality of life for patients and their families. Hospice care teams may consist of consulting physicians, skilled nurses, Home Health aides, pastoral caregivers, social work services and more. Care may occur in private home or community facility settings. The business is almost exclusively Medicare reimbursed. The Hospice segment serves 2,100 patients across 67 locations in 7 states.

Harden’s historical growth in Hospice was spurred by its acquisition of Voyager, which occurred in 2010 and fully contributed to revenues in 2011.

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Historical Financials – Harden Healthcare Holdings, Inc.

Historical Financial Information (Excluding Long-Term Care)

							6 Months Ended			6 Months Ended			LTM
($ in millions)	12/31/2011			12/31/2012			6/30/2012			6/30/2013			6/30/2013
Revenue
Community Care		217.2			224.8			111.5			109.6			222.9
Home Health		121.2			125.3			61.9			68.5			131.9
Hospice		118.4			120.1			60.4			54.6			114.2
Clinical Services		1.7			3.3			1.3			2.2			4.2
Private Pay		0.0			2.6			1.2			1.7			3.1
Consolidated Revenues	$	458.5		$	476.0		$	236.2		$	236.5		$	476.3
EBITDAM(1)
Community Care		34.2			32.8			16.8			15.1			31.1
Home Health		20.7			19.6			10.9			9.8			18.5
Hospice		16.5			15.2			8.9			4.0			10.3
Clinical Services		(0.1	)		0.3			0.2			0.5			0.7
Private Pay		(0.0	)		(0.2	)		0.0			(0.1	)		(0.3	)
Consolidated EBITDAM	$	71.3		$	67.8		$	36.7		$	29.3		$	60.3
% Margin		15.5	%		14.2	%		15.6	%		12.4	%		12.7	%

Note: Does not include the New York Home Health business.

Source: Harden financials.

1. EBITDAM represents EBITDA before corporate overhead allocation.

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	Fiscal Year			Fiscal Year			Six Months Ended			Six Months Ended			LTM
($ in millions)	2011			2012			6/30/2012			6/30/2013			6/30/2013
Revenue
Community Care	$	217.2		$	224.8		$	111.5		$	109.6		$	222.9
Home Health		121.2			125.3			61.9			68.5			131.9
Hospice		118.4			120.1			60.4			54.6			114.2
Private Pay		0.0			2.6			1.2			1.7			3.1
Clinical Services		1.7			3.3			1.3			2.2			4.2
Total (Excluding Long-Term Care & Other(2))	$	458.5		$	476.0		$	236.2		$	236.5		$	476.3
Long-Term Care & Other		347.0			320.9			165.5			155.8			311.2
Consolidated Revenues	$	805.5		$	796.9		$	401.7		$	392.3		$	787.5
Consolidated Net Income (Loss)	($	0.0	)	($	6.3	)	$	3.5		($	12.5	)	($	22.3	)
Depreciation and Amortization		10.7			12.0			5.7			6.4			12.6
Interest Expense		41.1			41.6			20.8			21.0			41.8
Tax Expense (Benefit)		(1.8	)		(2.4	)		1.6			0.3			(3.7	)
Corporate Overhead		31.9			34.1			16.1			18.4			36.4
Other Adjustments(3)		8.5			7.1			(1.5	)		3.8			12.4
Consolidated EBITDAM	$	90.4		$	86.2		$	46.3		$	37.4		$	77.3
Community Care		34.2			32.8			16.8			15.1			31.1
Home Health		20.7			19.6			10.9			9.8			18.5
Hospice		16.5			15.2			8.9			4.0			10.3
Private Pay		(0.0	)		(0.2	)		0.0			(0.1	)		(0.3	)
Clinical Services		(0.1	)		0.3			0.2			0.5			0.7
Total (Excluding Long-Term Care & Other)	$	71.3		$	67.8		$	36.7		$	29.3		$	60.3
Long-Term Care & Other		19.1			18.4			9.6			8.2			17.0
Consolidated EBITDAM	$	90.4		$	86.2		$	46.3		$	37.4		$	77.3
EBITDAM Margins
Community Care		15.7	%		14.6	%		15.0	%		13.8	%		14.0	%
Home Health		17.1	%		15.7	%		17.6	%		14.3	%		14.0	%
Hospice		13.9	%		12.6	%		14.7	%		7.3	%		9.0	%
Private Pay		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Clinical Services		(8.4	%)		10.6	%		15.9	%		24.4	%		16.3	%
Total (Excluding Long-Term Care & Other)		15.5	%		14.2	%		15.6	%		12.4	%		12.7	%
Long-Term Care & Other		5.5	%		5.7	%		5.8	%		5.2	%		5.5	%
Consolidated EBITDAM		11.2	%		10.8	%		11.5	%		9.5	%		9.8	%

1. EBITDAM represents EBITDA before corporate overhead.

2. Other includes Private Pay, Clinical Services and New York Home Health business.

3. Other adjustments includes non-cash, non-recurring and other adjustments.

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