LOUISVILLE, Ky., Dec. 23, 2010 (GLOBE NEWSWIRE) -- 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