LOUISVILLE, Ky., Dec. 17, 2010 (GLOBE NEWSWIRE) -- ResCare, Inc. (Nasdaq:RSCR) today announced that it is extending the consent payment deadline for its previously announced cash tender offer for any and all of its outstanding 7 3/4% Senior Notes due 2013 (the "Notes") and the related consent solicitation (the "Offer") to 5:00 p.m., New York City time, on Tuesday, December 21, 2010, unless extended (the "Consent Payment Deadline"). The Offer is being made pursuant to the Offer to Purchase and Consent Solicitation Statement (the "Offer to Purchase") dated December 6, 2010.
ResCare also announced the expiration of the withdrawal deadline on Friday, December 17, 2010, at 5:00 p.m., New York City time (the "Withdrawal Deadline"). Any Notes tendered on or before the Withdrawal Deadline that were not validly withdrawn before the Withdrawal Deadline may not be withdrawn, and the related consents may not be revoked. As previously announced, the expiration date of the Offer will take place at 11:59 p.m., New York City time, on January 4, 2011, unless extended (the "Expiration Time").
Based on information provided by Computershare Trust Company, N.A., the depositary for the Tender Offer, as of 5:00 p.m., New York City time, on December 17, 2010, a total of $120,046,000 of Notes, representing approximately 80.0% of the outstanding Notes, had been tendered and not withdrawn. Holders of Notes who have already tendered their Notes do not have to re-tender their Notes or take any other action as a result of the extension of the Consent Payment Deadline. Given the receipt of the consent of the holders of at least a majority in aggregate principal amount of the outstanding Notes, ResCare will execute a supplemental indenture effecting the proposed amendments described in the Offer to Purchase, which will become operative when the tendered Notes are accepted for purchase.
Holders who tender their Notes before the Consent Payment Deadline are eligible to receive the Total Consideration (as defined in the Offer to Purchase). Holders must tender by the Expiration Time in order to receive the Tender Consideration (as defined in the Offer to Purchase). ResCare may, at any time, extend the Consent Payment Deadline or the Expiration Time or terminate, withdraw or amend the Offer.
J.P. Morgan Securities LLC and BofA Merrill Lynch are the Dealer Managers for the Offer. The depositary is Computershare Trust Company, N.A., and the information agent is Georgeson Inc. Questions or requests for assistance may be directed to J.P. Morgan Securities LLC at (212) 270-1200 (collect) or (800) 245-8812 (toll free), or to BofA Merrill Lynch at (980) 388-9217 (collect) or (888) 292-0070 (toll free), or to Georgeson Inc. at (866) 203-9357.
This release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The offer to buy the 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 Notes. The tender offer and consent solicitation is not being made to holders of 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 or consent solicitation is required to be made by a licensed broker or dealer, they shall be deemed to be made by J.P. Morgan Securities LLC and BofA Merrill Lynch on behalf of ResCare.
About ResCare
ResCare, founded in 1974, offers services to over 60,000 individuals with special needs each day in 41 states, Washington, DC, Puerto Rico and certain international locations. ResCare is a human service company that provides residential, therapeutic, job training and educational support 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. ResCare is based in Louisville, Kentucky. More information about ResCare is available on its web site at http://www.rescare.com.
ResCare 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. In ResCare's filings under the federal securities laws, including its annual, periodic and current reports, ResCare identifies important factors that could cause ResCare's results to differ materially from those contained in such forward-looking statements. Please refer to those disclosures.
CONTACT: ResCare, Inc. David W. Miles, Chief Financial Officer 502-394-2137