Attached files
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8-K - FORM 8-K - NATIONAL MENTOR HOLDINGS, INC. | c11651e8vk.htm |
EX-10.1 - EXHIBIT 10.1 - NATIONAL MENTOR HOLDINGS, INC. | c11651exv10w1.htm |
EX-10.2 - EXHIBIT 10.2 - NATIONAL MENTOR HOLDINGS, INC. | c11651exv10w2.htm |
EX-99.2 - EXHIBIT 99.2 - NATIONAL MENTOR HOLDINGS, INC. | c11651exv99w2.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Press Release
NMH Holdings, Inc. and National Mentor Holdings, Inc.
Announce Receipt of Requisite Consents for Concurrent Tender Offers and Consent Solicitations
NMH Holdings, Inc. and National Mentor Holdings, Inc.
Announce Receipt of Requisite Consents for Concurrent Tender Offers and Consent Solicitations
Boston, MA January 27, 2011 NMH Holdings, Inc. (NMH Holdings), the indirect parent company
of National Mentor Holdings, Inc. (National Mentor) announced today that it has received,
pursuant to its previously announced tender offer and consent solicitation with respect to all of
its outstanding $224,400,924 aggregate principal amount of Senior Floating Rate Toggle Notes due
2014 (the Toggle Notes), the requisite consents to adopt proposed amendments to the indenture
governing the Toggle Notes that would, among other things, eliminate substantially all of the
restrictive covenants and certain events of default contained in that indenture. National Mentor
announced today that it has received, pursuant to its previously announced tender offer and consent
solicitation with respect to all of its outstanding $180,000,000 aggregate principal amount of 111/4%
Senior Subordinated Notes due 2014 (the Senior Subordinated Notes), the requisite consents to
adopt proposed amendments to the indenture governing the Senior Subordinated Notes that would,
among other things, eliminate substantially all of the restrictive covenants and certain events of
default contained in that indenture.
NMH Holdings announced that as of 5:00 p.m., New York City time, on January 27, 2011 (such date and
time, the Consent Date), tenders and consents had been delivered with respect to $210,886,717 of
the Toggle Notes, representing 99.97% of the outstanding principal amount of Toggle Notes
(excluding Toggle Notes held by National Mentor). National Mentor announced that as of the Consent
Date, tenders and consents had been delivered with respect to $171,924,000 of the Senior
Subordinated Notes, representing 95.51% of the outstanding principal amount of Senior Subordinated
Notes.
Upon receiving the requisite consents, NMH Holdings and U.S. Bank National Association, as trustee,
executed a supplemental indenture with respect to the indenture governing the Toggle Notes
implementing the proposed amendments described above, and National Mentor and U.S. Bank National
Association, as trustee, executed a supplemental indenture with respect to the indenture governing
the Senior Subordinated Notes implementing the proposed amendments described above. The
supplemental indentures became effective upon execution, but the amendments to the respective
indentures will not become operative until acceptance of the Toggle Notes by NMH Holdings pursuant
to the terms and conditions described in NMH Holdings Statement (as defined below) and acceptance
of the Senior Subordinated Notes by National Mentor pursuant to the terms and conditions described
in the National Mentor Statement (as defined below).
The tender offers and consent solicitations are being made upon the terms and subject to the
conditions set forth in NMH Holdings Offer to Purchase and Consent Solicitation Statement, dated
as of January 19, 2011 (the NMH Holdings Statement) and National Mentors Offer to
Purchase and Consent Solicitation Statement, dated as of January 19, 2011 (the National Mentor
Statement), as applicable.
The tender offers and consent solicitations are subject to customary conditions, including, among
others, the receipt of requisite consents to each supplemental indenture (which condition has been
satisfied) and a condition that NMH Holdings and National Mentor receive net proceeds from a
proposed refinancing in an amount sufficient to fund all of their obligations under the tender
offers and consent solicitations and to repay all of the obligations under National Mentors
existing senior secured credit facilities and term loan mortgage facility.
Holders of notes who validly tendered their notes prior to the Consent Date are eligible to receive
the following total consideration upon acceptance of the notes by the Company:
| $1,010 for each $1,000 principal amount of Toggle Notes, which includes a consent payment of $30 per $1,000 principal amount of Toggle Notes, and |
| $1,060 for each $1,000 principal amount of Senior Subordinated Notes, which includes a consent payment of $30 per $1,000 principal amount of Senior Subordinated Notes. |
If the notes tendered prior to the Consent Date are accepted for purchase, NMH Holdings and
National Mentor will pay the applicable total consideration, plus accrued and unpaid interest up
to, but not including, the date of payment, on an early settlement date, which is expected to occur
promptly after the satisfaction or waiver of the conditions to the tender offers. A holders right
to validly withdraw tendered notes and validly revoke delivered consents expired on the Consent
Date.
Holders of notes who validly tender their notes after the Consent Date, but on or prior to 5:00
p.m., New York City time, on February 16, 2011 (the Expiration Date), and whose notes are
accepted for purchase, will receive the following tender offer consideration:
| $980 for each $1,000 principal amount of Toggle Notes, and |
| $1,030 for each $1,000 principal amount of Senior Subordinated Notes. |
If the notes tendered after to the Consent Date are accepted for purchase, NMH Holdings and
National Mentor will pay the applicable tender offer consideration, plus accrued and unpaid
interest up to, but not including the date of payment, promptly after the Expiration Date. Notes
tendered after the Consent Date, but prior to the Expiration Date, may not be withdrawn, except in
limited circumstances where withdrawal rights are required by law.
UBS Investment Bank is acting as the dealer manager and solicitation agent and D.F. King & Co.,
Inc. is the information agent and tender agent for the tender offers and consent solicitations.
Requests for documents may be directed to D.F. King & Co., Inc. at (800) 549-6746 (toll free) or
(212) 269-5550 (collect). Questions regarding each tender offer or consent solicitation may be
directed to UBS Investment Bank at (888) 719-4210 (toll free) or (203) 719-4210 (collect).
This press release is for informational purposes only and is not an offer to buy or the
solicitation of an offer to sell or a solicitation of consents with respect to any securities. The
tender offers
and consent solicitations are only being made pursuant to the terms of the NMH Holdings Statement
and the National Mentor Statement, as applicable. The tender offers and consent solicitations are
not being made 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. None of NMH Holdings,
National Mentor, the dealer manager and solicitation agent, the information and tender agent, the
trustee or their respective affiliates is making any recommendation as to whether or not holders
should tender all or any portion of their notes in the tender offers or deliver their consent to
the proposed amendments.
Forward-Looking Statements
This press release contains certain forward-looking statements that are subject to known and
unknown risks and uncertainties that could cause actual results to differ materially from those
expressed or implied by such statements. Such risks and uncertainties include, but are not limited
to, conditions in the capital markets generally, the availability of financing for National Mentor
and those factors and conditions described under Risk Factors and other cautionary statements in
National Mentors filings with the Securities and Exchange Commission at www.sec.gov.
Important assumptions and other important factors could cause actual results to differ materially
from those expected. Except to the extent required by applicable federal securities laws, neither
the Company nor any of its affiliates undertakes any obligation to release any revisions to any
forward-looking statements, to report events or to report the occurrence of unanticipated events.
About NMH Holdings, Inc. and National Mentor Holdings, Inc.
National Mentor, which markets its services under the name The MENTOR Network, is a leading
provider of home and community-based health and human services to adults and children with
intellectual and/or developmental disabilities, acquired brain injury and other catastrophic
injuries and illnesses, and to youth with emotional, behavior and medically complex challenges.
The MENTOR Networks customized services offer its clients, as well as the payors for these
services, an attractive, cost-effective alternative to health and human services provided in large,
institutional settings. The MENTOR Network provides services to clients in 36 states.
Contact:
Dwight Robson
National Mentor Holdings, Inc.
(617) 790-4293