ResCare Announces Pricing Information for $200 Million Senior Note Private Placement
December 16 2010 - 8:00PM
ResCare, Inc. (Nasdaq:RSCR) announced today that it had entered
into an agreement to sell $200 million principal amount of 10.75%
Senior Notes due 2019 (the "Notes") through a private placement,
subject to market and other customary conditions.
The Company intends to use the net proceeds from the proposed
placement to repurchase and retire the $150 million aggregate
outstanding principal amount of its 7.75% Senior Notes Due 2013
(the "Existing Notes"), to fund the second-step share exchange
transaction through which an affiliate of Onex Partners III LP will
complete the previously announced acquisition of all of the
publicly held shares of ResCare, and for general corporate
purposes.
The Notes have not been registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United
States without registration or an applicable exemption from the
registration requirements of the Securities Act and will be offered
only to qualified institutional buyers under Rule 144A under the
Securities Act and to persons outside the United States pursuant to
Regulation S under the Securities Act.
This news release is neither an offer to sell nor a solicitation
of an offer to buy any of these securities and shall not constitute
an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful.
About ResCare
ResCare, founded in 1974, offers services to some 60,000 people
in 41 states, Washington, DC, Puerto Rico and certain international
locations. ResCare is a human services company that provides
residential, therapeutic, job training and educational supports to
people with developmental or other disabilities, to elderly people
who need in-home care, to youths with special needs and to adults
who are experiencing barriers to employment. The Company is
based in Louisville, Kentucky.
The Company from time to time makes forward-looking statements
in its public disclosures, including statements relating to
revenues that might be expected from new or acquired programs and
facilities, other statements regarding development and acquisition
activities, statements regarding reimbursement under federal and
state programs and statements regarding various trends favoring
downsizing, deinstitutionalization and privatization of government
programs. These statements include, but are not limited to,
statements relating to the offering of the Notes and the
anticipated use of proceeds therefrom. In the Company's
filings under the federal securities laws, including its annual,
periodic and current reports, the Company identifies important
factors that could cause the Company's results to differ materially
from those contained in such forward-looking
statements. Please refer to those disclosures.
This press release is not a proxy statement or a solicitation of
proxies from the holders of ResCare's securities, or an offer to
purchase or a solicitation of an offer to sell securities,
including the Existing Notes. Any solicitation of proxies will
be made only pursuant to the definitive proxy statement mailed by
ResCare to its shareholders who hold such securities as of the
record date.
CONTACT: ResCare, Inc.
David W. Miles, Chief Financial Officer
502-394-2137
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