Onex Completes Acquisition of ResCare
December 23 2010 - 12:34PM
Res-Care, Inc. ("ResCare") (Nasdaq:RSCR) announced today that an
entity sponsored by Onex Partners III, L.P. ("Onex"), an affiliate
of Onex Corporation (TSX:OCX), has completed the previously
announced acquisition of all of the publicly held shares of ResCare
through a second-step share exchange transaction that became
effective December 22, 2010. In the share exchange transaction,
each outstanding share of ResCare common stock not currently held
by Onex and its affiliates has been converted into the right to
receive $13.25 in cash, without interest.
ResCare also announced today that it has issued $200 million of
10.75% Senior Notes due 2019 (the "Senior Notes") in a private
placement under the Securities Act of 1933, as amended (the
"Securities Act"). The Senior Notes are unsecured obligations
ranking equal to existing and future senior debt and will be
effectively subordinated to existing and future secured debt.
ResCare stated that a portion of the proceeds from the offering
of the Senior Notes has been used to repurchase $120,046,000
(approximately 80.0%) aggregate principal amount of its 7 3/4%
Senior Notes due 2013 (the "7 3/4% Notes"), which had been validly
tendered and accepted for purchase in its previously announced cash
tender offer at the expiration of the consent payment deadline at
5:00 p.m., New York City time, on December 21,
2010. ResCare intends to use the balance of the proceeds from
the offering of the Senior Notes to repurchase any 7 3/4% Notes
validly tendered after the consent payment deadline and prior to
the expiration of the tender offer at 11:59 p.m., New York City
time, on January 4, 2011, to redeem any 7 3/4% Notes not purchased
in the tender offer, to fund the share exchange transaction, and
for general corporate purposes.
The Senior Notes have not been registered under the Securities
Act 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 the Senior
Notes and shall not constitute an offer, solicitation or sale in
any jurisdiction in which such offer, solicitation or sale is
unlawful.
This release is for informational purposes only and is neither
an offer to purchase nor a solicitation of an offer to sell the 7
3/4% Notes. The offer to buy the 7 3/4% Notes is only being
made pursuant to the tender offer and consent solicitation
documents, including the Offer to Purchase and Consent Solicitation
Statement that ResCare distributed to holders of the 7 3/4%
Notes. The tender offer is not being made to holders of 7 3/4%
Notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other
laws of such jurisdiction. In any jurisdiction in which the
tender offer is required to be made by a licensed broker or dealer,
they shall be deemed to be made by one or more registered brokers
or dealers on behalf of ResCare.
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 anticipated use of proceeds from the
offering of the Notes. 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.
CONTACT: Res-Care, Inc.
David W. Miles, Chief Financial Officer
502-394-2137
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