Jan 29 2011
National Mentor Holdings, Inc. 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 Company's 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 Company's and each guarantor's 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 11¼% Senior Subordinated Notes due 2014, and a concurrent tender offer and consent solicitation the Company's 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.