Saturday, July 26, 2014

Advice for Gentiva's Senior Management


How many people will Gentiva's senior leaders need to track down to restrain or rehabilitate?  Glassdoor has a long list of advice for top brass.  Consider the voice of Gentiva's voiceless from 2014:

Everyone in branch is so over worked, they are stretched beyond capacity and it leads to burn out and frustration of everyone. Have to allow people the PTO they request... Ridiculous to have to fight for requested time off. (7-21-14)

Please become more involved in what is happening at the branch level...Several of the branch managers are nothing more than warlords who hold an employees family and livelihood in their hands like its a toy....Constant threats ,constant profanity,constant belittlement of clinicians...if they want to fire you they will fabricate a reason to do so and there is nothing that can be done about it..In my clinic alone the MCPs have changed over 4 times this year alone and it has become common place to see the office staff in tears ..16 fantastic clinicians have quit in the last 24 months..that should tell you all you need to know..the branch manager is very unprofessional and will even post demeaning comments on his Facebook page about his staff. (7-18-14)

Grow up, take stock of your "management" employees and clean house. This could be a great company if it stopped the head in the sand approach to problems. (7-15-14)

Invest in training staff properly. Un-freeze raises. (7-7-14)

It's hard to listen to your employees when you're doing all the talking. (7-6-14)

Doesn't matter unless you are friends of theirs they don't listen anyway. We are just expendable, interchangeable, low ranking peons. Our opinions don't matter. (7-21-14)

Let your employees know they are appreciated by being a little more generous with pay and perks. Don't just end all you emails with " Thanks for all you do" . Prove you appreciate your employees! (6-7-14)

You cannot run a hospice like a home health if you want to be successful. The businesses are similar only because the patients are cared for in their own home. The goals of care are different. The regulatory expectations are different. You also need to work at identifying the wolves in sheep's clothing. There are MANY who talk the talk - and do an excellent job at it. I was unable to locate anyone in upper management (regional level and above) who could actually walk the walk. But I guess you don't really need to worry about it because all of the hospice patients will be dead anyway. They and their families are the ones being hurt!! Lastly, I do believe my work is my calling. That is why I left - caring is my calling - not providing minimal care so the stakeholders (and management) can make money!!! (On a personal level, as a PCM, I couldn't even enjoy the incentive package - the money I got was on the backs of hard working employees (who have all left!) - they got nothing, I was left with guilt! (5-23-14)

I would offer some advice, but they do not care to have it. We all know they are just about the $$$! (5-13-14)

Listen to the staff about their concerns. Treat us like you want to be treated. Walk in our shoes for a day. We're out there making a difference. To many write up's for nonsense. Look at the staff that are not providing good care. Poor orientation, lack of leadership. Don't demand us to recert a patient if their goals have been met. It's all about $$$. Compensate us for going above and beyond. Make it known to other employees and cooperate. HR needs to make on site visits to branches and stop redirecting the complaint back to the branch management. Who do we go to with a problem with management bullying staff. Very mean people that only care about themselves. They're all in the wrong profession!!!! (5-6-14)

One hand does not know what the other hand is doing: Get organized! Treat your nurses with the respect they deserve. Recognize and acknowledge the employees achievements/accomplishments regularly instead of focusing on the negatives all the time. (4-18-14)

Please select leadership team members with hospice experience and especially those who will demonstrate the hospice philosophy in their management style. Willful deception, gossip and reactionary behaviors have no place within Hospice management. Experienced Hospice professionals will look for other opportunities where they will be treated respectfully, with integrity and where they will be challenged professionally. (2-22-14)

Please get some management and supervisory staff in here who knows what is going on and how to run a business. You have excellent field staff but you are losing them because of the brutality of management (1-14-14)

Poor Leadership, unqualified managers that belittle you. Lack of support. Constant turnover and no one in upper management cares. A lot of work is done at home that you are not compensated for. (5-2-14)
These Gentiva voices are from across the company.  They ring a consistent theme.  What do numbers obsessed top leaders think about the drop in Gentiva's overall Glassdoor rating from 2.6 to 2.5?  That's not in the direction of goodness.

Other business surveys show the risk of bully managers: 

38% said supervisors in their organizations display attitudes or behaviors not reflective of a commitment to ethics and compliance

Gentiva can deal with bully managers by listening to the voice of their employees or they can shoot the messenger.  I've seen the latter reactions numerous times.  Fire!, Ready, aim?
More than 42% of executive leaders were frustrated with their employees, blaming complacency.   47% of executives blamed culture as the biggest roadblock to innovation.

Culture is created and modeled at the top. Corporate Boards of Directors see reputation as their softest spot for ethics failures:

72% of respondents identified reputational risk as their primary concern
Welcome to Gentiva, where image triumphs over substance on a daily basis.  

Monday, July 21, 2014

Kindred Looks Increasingly Desperate


Kindred's CEO Paul Diaz raised the offer for Gentiva to $17.25 per share.  A week ago Kindred said $16 but no higher without a date where Kindred gets to look at the goods.  Value, like beauty, is in the eye of the beholder.

Kindred's desperate offer matches that of a mysterious white knight, likely a leveraged buyout organization (LBO).  Firms mentioned as possible bidders include GTCR, Cressey & Co,, Formation Capital and KKR. 

Emergence of the mystery bidder left Kindred with a difficult choice: either walk away from Gentiva and watch a possible competitor buy a company it wanted and outflank it in the healthcare marketplace or swallow hard and raise its bid
The testosterone meter is dinging like an alarm clock.  Kindred punch thrown.  And the LBO/White Knight response?

Anonymous (from Gentiva)

Thursday, July 17, 2014

Gentiva's White Knight an LBO?


Gentiva's board leaked news of a White Knight offer:

The Board said it has received today a proposal from a recognized owner, operator and investor in the sector to acquire all of the outstanding shares of Gentiva common stock for $17.25 per share in cash (the "Alternative Proposal"). The Alternative Proposal is based on publicly available information and is subject to financing and due diligence, as well as final internal approvals and the execution of a definitive transaction agreement. The Board will review the Alternative Proposal carefully, in consultation with its financial and legal advisors, in due course. The Alternative Proposal was accompanied by support letters from major financial institutions, subject to customary conditions.
Is the sector as broad as healthcare or as specific as home health and hospice?  Gentiva purchased Harden from Capstar Partners, a leveraged buyout organization (LBO).  Will Capstar open wide and swallow Gentiva?

LBO's have a huge presence in healthcare.  KKR owned, operated and invested in HCA.  They also are the largest holder of Amedisys, recently rumored to be in merger talks with Gentiva.

Welsh, Carson, Anderson and Stowe consider healthcare their specialty niche.  The Carlyle Group owned two post acute care providers, ManorCare and LifeCare.  LifeCare sank under the stress of government reimbursement changes.

Mario Gabelli's hedge fund loaded up on Gentiva stock, but Gabelli does not promote himself as a health care operator.  He won't complain about a big payday courtesy of a leveraged deal.

Gentiva's board is yet to reveal the man or firm behind the White Knight offer but KKR would seem to be most likely candidate, based on what little information is available.

It's important to know which LBO firm is interested in order to assess the likelihood of their closing any deal.  Financing has been plentiful and dirt cheap for corporate deals.

Recall how cheap money caused homeowners to overbuy before the financial crisis.  It may result in a LBO firm overpaying for Gentiva.  The Gentiva board moved their knight, hinting that he's a greedy SOB. 

The testosterone meter read correctly.  It's Kindred's move in the brawl for control of Gentiva.  Doesn't this just warm the hospice heart?  

Anonymous (from Gentiva)

Monday, July 14, 2014

Kindred Offers $16 per share for 14.9% of Gentiva


Kindred Healthcare upped their offer to $16 a share for the maximum amount of Gentiva stock under a board adopted poison pill.  Kindred started with a $14 offer, bumped it up to $14.50 before their latest raise.  This plays into Gentiva's meme of Kindred taking advantage of their undervalued status.

Kindred tried to frame this issue in their favor by asking Gentiva's board to explain why they deserve more.  Gentiva consistently refused to come to the negotiating table and I expect that to continue.

Neither party has revealed the extent to which they have Wall Street's support.  Both sides employ an army of supporters to work behind the scenes on the deal.  Kindred remains on offense with Gentiva playing defense. 

As for value creating or destroying, both companies employ management practices that tear people down and destroy quality.  Both cheated employees of fair pay and government payors in the provision of care.

Management language has little true meaning at Gentiva, in that it is not lived.  Leaders' words are used to double bind people into robotic, reflexive responses.  A mind is a terrible thing to waste, but a heart is an awful thing to break.  Gentiva leaders use fear and intimidation to do both.

I expect Kindred offers a slightly different version of management manipulation, especially given their behavior in pursuing of Gentiva.  "We will not be deterred..."

Gentiva will eventually implode under its obscene debt load and management ineptness.  I've seen from the inside Gentiva's sorry employee relations and declining customer service.  Develeraging by overpaying for companies and destroying their value is not a winning strategy.  Yet Gentiva may punch this losing lottery ticket yet again with Amedisys.

Will Kindred take the hint and walk?  The testosterone meter says no.

Anonymous (from Gentiva)

Tuesday, July 8, 2014

Who Am I?


You likely noticed comments in late June that made a number of points:

Why is the senior management group actually spending money to investigate who owns this blog and who you are when they should be running the company? 

Apparently you've gotten under the skin of someone or several someones at Gentiva. 

The truth hurts I guess or the truth will set you free...

Who am I?  I am the nurse who knows deep in their heart that hospice is the best work I can do.  I am the chaplain who ministers to patients and staff because God called me to serve.  I am the nurse aide who shares love and laughter with my patients.  I am the bereavement counselor who holds a shattered heart in my hand until it starts beating again.  I am the volunteer coordinator who knows how a friend eases pain, physical or emotional.  I am the secretary who mobilizes resources that doctors, nurses and patients need.  I am the receptionist who cares for people I see and voices I hear.  I am the doctor who answers calls in the middle of the night because pain doesn't sleep.  I am the employee Gentiva CEO Tony Strange thanks at the end of each investor presentation.

Why not just solve the problems in the company? 

Those who can hear hear.  Those who can't, well, they seek identity and retribution.

Anonymous (from Gentiva)

Saturday, July 5, 2014

Kindred-Gentiva War Continues


Kindred's pursuit of Gentiva continued with two recent SEC filings.  The first was a response to Gentiva's board declining Kindred's enhanced $14.50 offer.  In the letter Kindred's President stated:

In order to send a strong signal to the Gentiva board, Kindred continues to urge all Gentiva shareholders to tender their shares in support of its value enhancing offer. If a majority of the outstanding Gentiva shares are tendered prior to July 16, 2014, Kindred intends to amend the offer to seek to purchase 14.9% of Gentiva’s outstanding shares, positioning Kindred as Gentiva’s largest shareholder. 

Two days later Kindred extended the tender to July 23, 2014.   They did so to give the FTC time to review the proposed deal for antitrust purposes. 

Kindred labels their offer "value enhancing," while characterizing Gentiva's possible deal with Amedisys as "value destroying."  Both companies, and their legions of hired guns, are selling Wall Street hard on their perspective.  Wall Street values greed, so this development is hardly inspiring.

Huge resources and leadership attention are going to fight off Kindred and pursue other postacute care companies, like Amedisys.  The war has a month to go, maybe more.  Power, control, growth at all costs and greed have not made hospice better.  I'd hate to think what squaring it might do.

Anonymous (from Gentiva)

Friday, June 27, 2014

Will Kindred Be Deterred by Gentiva-Amedisys Combination?


The machinations continue.  See letter below.

Anonymous (from Gentiva)

June 27, 2014

Rodney Windley
Executive Chairman
Gentiva Health Services, Inc.
3350 Riverwood Parkway, Suite 1400
Atlanta, GA 30339

Tony Strange
Chief Executive Officer, President and Director
Gentiva Health Services, Inc.
3350 Riverwood Parkway, Suite 1400
Atlanta, GA 30339

Dear Rod and Tony:

We are writing to you, and the entire board of directors of Gentiva, regarding the reports in the marketplace that Gentiva may be pursuing an acquisition of Amedisys (NASDAQ:AMED). We are concerned that, while refusing to discuss Kindred’s highly attractive cash offer, the Gentiva board may be pursuing a course that would disenfranchise its shareholders through a value-destroying and highly levered transaction with Amedisys.

We believe it is incumbent on the Gentiva board, in fulfilling its fiduciary duty to its shareholders, to sit down with Kindred immediately and explore our value-enhancing proposal before entering into any agreement that could impair the value of, or preclude, a Kindred-Gentiva combination. As you know, our all-cash offer of $14.50 per share represents a 70% premium to Gentiva’s closing share price on May 14, 2014 (the day prior to Kindred making its proposal public), and would deliver immediate and certain value to Gentiva shareholders. In addition, we have expressed a willingness to offer cash and stock in a structure that would allow Gentiva shareholders to participate further in the synergies and upside potential of the proposed combination (which many Gentiva shareholders have told us they would prefer).

We have also indicated that we would be prepared to consider increasing the value of our offer if Gentiva were to commence discussions and demonstrate additional value. Even before the Amedisys reports were brought to our attention, we listened with interest to the remarks of Gentiva’s Chief Financial Officer, Eric Slusser, at the Wells Fargo Healthcare Conference, particularly his statements indicating that a vertically integrated post-acute care provider would be best positioned to deliver effective care in the long run. This is one of the many reasons why we believe the proposed combination of Kindred and Gentiva makes so much sense.

A Kindred-Gentiva combination would offer the benefits of vertical integration and position our combined company to provide integrated post-acute care at lower cost to a much broader range of patients. As both Gentiva and Amedisys focus exclusively on home health and hospice care, such a combination would not similarly advance the interests of patients or position Gentiva at the forefront of changes to the U.S. healthcare delivery system. We note that Kindred has an outstanding track record of successfully integrating acquisitions, including most recently RehabCare and Senior Home Care.

In contrast to Kindred, both Gentiva and Amedisys have experienced integration challenges in the past. We believe the combination of Kindred and Gentiva would have minimal execution risk and a high likelihood of swift and seamless integration. Kindred remains firmly committed to the proposed combination with Gentiva, but we take our responsibilities to our shareholders very seriously.

If Gentiva were to move forward with any other transaction, Kindred would review the outstanding $14.50 cash offer and consider revising or withdrawing it. As we have stated repeatedly over the last six weeks, we would strongly prefer to work with the Gentiva board to reach a negotiated agreement. We have repeatedly requested meetings with you, and are prepared to meet with you and your advisors as soon as is practicable.

We once again call upon your board to immediately commence good-faith discussions with Kindred, so that our companies can move forward with a combination that serves the interests of all our stakeholders.

Sincerely, Paul J. Diaz
Chief Executive Officer
Kindred Healthcare, Inc.

cc: Phyllis R. Yale, Chair of the Board