Attached files
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8-K - NATIONAL MENTOR HOLDINGS, INC. - NATIONAL MENTOR HOLDINGS, INC. | b84801e8vk.htm |
EX-4.1 - EX-4.1 - NATIONAL MENTOR HOLDINGS, INC. | b84801exv4w1.htm |
EX-10.3 - EX-10.3 - NATIONAL MENTOR HOLDINGS, INC. | b84801exv10w3.htm |
EX-10.2 - EX-10.2 - NATIONAL MENTOR HOLDINGS, INC. | b84801exv10w2.htm |
EX-10.1 - EX-10.1 - NATIONAL MENTOR HOLDINGS, INC. | b84801exv10w1.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Press Release
National Mentor Holdings, Inc. Announces
Closing of Refinancing Transactions
Closing of Refinancing Transactions
and
Early Settlement of Concurrent Tender Offers
and Consent Solicitations
and Consent Solicitations
Boston, MA February 9, 2011 National Mentor Holdings, Inc. (the Company or National
Mentor) announced today that it has closed its previously announced offering of $250 million in
aggregate principal amount of 12.50% senior notes due 2018 (the Notes) through a private offering
that was exempt from registration under the Securities Act of 1933, as amended. The Company also
announced that it entered into new senior secured credit facilities (the New Senior Secured Credit
Facilities) with UBS AG, Stamford Branch, as administrative agent, and a syndicate of banks. The
New Senior Secured Credit Facilities consist of a six-year $530.0 million term loan facility, of
which $50.0 million was deposited in a cash collateral account in support of issuance of letters of
credit under an institutional letter of credit facility, and a five-year $75.0 million revolving
credit facility. Borrowings under the New Senior Secured Credit Facilities bear interest at the
Eurodollar rate plus 5.25%, subject to a minimum Eurodollar rate floor of 1.75%, or an ABR rate
plus 4.25%, subject to a minimum ABR rate floor of the one-month Eurodollar rate plus 1.0%. On
February 9, 2011, the Company borrowed $0.9 million and had $74.1 million of availability under the
new revolving credit facility, and had $36.4 million of letters of credit issued under the
institutional letter of credit facility.
The Company used the net proceeds from the offering of the Notes, together with borrowings under
the New Senior Secured Credit Facilities and cash on hand, to (i) repay all amounts owing under the
Companys existing senior secured credit facilities and the Companys mortgage facility; (ii) fund
the repurchase of $171.9 million of the Companys 11 1/4% Senior Subordinated Notes due 2014 (the
Senior Subordinated Notes) on the early settlement date of the previously announced tender offer
and consent solicitation for the Senior Subordinated Notes as described below; (iii) fund the
repurchase of $210.9 million of NMH Holdings, Inc.s Senior Floating Rate Toggle Notes due 2014
(the Toggle Notes) on the early settlement date of the previously announced tender offer and
consent solicitation for the Toggle Notes as described below; and (iv) pay related fees and
expenses. NMH Holdings, Inc. (NMH Holdings), the indirect parent company of the Company, also
repurchased $13.5 million of Toggle Notes held by the Company.
NMH Holdings announced today the early settlement of its previously announced tender offer and
consent solicitation with respect to its Toggle Notes. The Company also announced today the early
settlement of its previously announced tender offer and consent solicitation with respect to its
Senior Subordinated Notes.
The tender offers and consent solicitations were subject to conditions, including, among
others, the receipt of requisite consents to each supplemental indenture and a condition that NMH
Holdings and the Company 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 the Companys existing senior secured credit facilities and mortgage
facility. As of February 9, 2011, these conditions were satisfied, and NMH Holdings accepted for
purchase the $210.9 million principal amount of Toggle Notes (approximately 99.97% of outstanding
Toggle Notes excluding Toggle Notes held by the Company) that had been tendered prior to 5:00 p.m.,
New York City time, on January 27, 2011 (such date and time, the Consent Date), and the Company
accepted for purchase the $171.9 million aggregate principal amount of Senior Subordinated Notes
(approximately 95.51% of outstanding Senior Subordinated Notes) that had been tendered prior to the
Consent Date.
The amendments to the indenture governing the Toggle Notes contained in the supplemental indenture,
dated as of January 27, 2011, became operative upon acceptance of the Toggle Notes by NMH Holdings,
and the amendments to the indenture governing the Senior Subordinated Notes contained in the
supplemental indenture, dated as of January 27, 2011, became operative upon acceptance of the
Senior Subordinated Notes by the Company. NMH Holdings paid the total consideration, plus accrued
and unpaid interest up to but not including the early settlement date, for the purchased Toggle
Notes, and the Company paid the total consideration, plus accrued and unpaid interest up to but not
including the early settlement date, for the purchased Senior Subordinated Notes.
The tender offers will expire at 5:00 p.m., New York City time, on February 16, 2011 (such date and
time, the Expiration Date). Holders of any remaining Toggle Notes and Senior Subordinated Notes
who validly tender their notes after the Consent Date, but prior to the Expiration Date, 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. |
NMH Holdings and the Company 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.
The complete terms and conditions of the tender offers and consent solicitations are described in
the Offer to Purchase and Consent Solicitation Statement, dated January 19, 2011, of NMH Holdings
(the NMH Holdings Statement) and the Offer to Purchase and Consent Solicitation Statement, dated
January 19, 2011, of the Company (the National Mentor Statement).
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).
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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 are only being made pursuant to the terms of the NMH Holdings Statement and the
National Mentor Statement, as applicable. The tender offers 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, Inc. the Company, 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.
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
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