Attached files
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8-K - FORM 8-K - NATIONAL MENTOR HOLDINGS, INC. | c11651e8vk.htm |
EX-99.1 - EXHIBIT 99.1 - NATIONAL MENTOR HOLDINGS, INC. | c11651exv99w1.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 |
Exhibit 99.2
FOR IMMEDIATE RELEASE
Press Release
National Mentor Holdings, Inc. Announces
Pricing of 12.50% Senior Notes due 2018
Pricing of 12.50% Senior Notes due 2018
Boston, MA January 28, 2011 National Mentor Holdings, Inc. (the Company) announced today
that it has priced an offering of $250 million in aggregate principal amount of 12.50% senior notes
due 2018 (the Notes) through a private offering that is exempt from registration under the
Securities Act of 1933, as amended (the Securities Act). The Notes will be sold at a price equal
to 97.737% of their face value. The sale of the Notes is expected to be completed on or about
February 9, 2011, subject to customary closing conditions.
The Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior
unsecured basis by certain of the Companys existing subsidiaries and certain of its future
restricted subsidiaries. The Notes and the related guarantees will be senior unsecured obligations
of the Company and the guarantors, ranked equally with all of the Companys and each guarantors
existing and future senior unsecured obligations. The Company intends to use the net proceeds from
this offering and a refinancing of its senior secured credit facilities, together with cash on
hand, if necessary, to pay the consideration in a concurrent tender offer and consent solicitation
the Company has undertaken in respect of its existing 111/4% Senior Subordinated Notes due 2014, and
a concurrent tender offer and consent solicitation the Companys indirect parent company, NMH
Holdings, Inc., has undertaken in respect of its existing Senior Floating Rate Toggle Notes due
2014, and to pay all related fees and expenses.
The Notes and related guarantees will be offered only to qualified institutional buyers in
reliance on the exemption from registration pursuant to Rule 144A under the Securities Act and to
persons outside of the United States in compliance with Regulation S under the Securities Act. The
Notes and the related guarantees have not been registered under the Securities Act, or the
securities laws of any state or other jurisdiction, and may not be offered or sold in the United
States without registration or an applicable exemption from the Securities Act and applicable state
securities or blue sky laws and foreign securities laws.
This press release is for informational purposes only and shall not constitute an offer to sell nor
the solicitation of an offer to buy the Notes or any other securities. The Notes offering is not
being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful.
Any offers of the Notes will be made only by means of a private offering memorandum.
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 the Company and
those factors and conditions described under Risk Factors and other cautionary statements in the
Companys 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 National Mentor Holdings, Inc.
The Company, 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
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