Definition of Good Reason For purposes hereof, “Good Reason” shall mean:
Eligibility to Use Automatic Shelf Registration Form The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to use of the automatic shelf registration statement form. If at any time when Offered Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Offered Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable, and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Offered Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Notice of Inability to Use Automatic Shelf Registration Statement Form If at any time when Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Additional Time of Sale Information 1. Term sheet containing the terms of the securities, substantially in the form of Annex B. ANNEX B Pricing Supplement Strictly Confidential Res-Care, Inc.$200,000,000 10.75% Senior Notes due 2019 Pricing Supplement dated December 16, 2010 to the Preliminary Offering Memorandum dated December 8, 2010 of Res-Care, Inc. This Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum, which is hereby incorporated by reference. The information in this Pricing Supplement updates and supersedes any information in the Preliminary Offering Memorandum which is inconsistent, or prepared based on assumptions that are inconsistent, with the information below. Unless otherwise indicated, terms used but not defined herein have the meanings assigned to such terms in the Preliminary Offering Memorandum. The notes (and the related guarantees) have not been registered under the Securities Act or any other securities laws. Unless they are registered, the notes may be offered only in transactions that are exempt from registration under the Securities Act and applicable state securities laws. We and the initial purchasers are offering the notes only to qualified institutional buyers under Rule 144A and to persons outside the United States in reliance on Regulation S under the Securities Act. For further details about eligible offerees and resale restrictions, see “Transfer restrictions” in the Preliminary Offering Memorandum. See “Risk factors” beginning on page 19 of the Preliminary Offering Memorandum for a discussion of certain risks that you should consider in connection with an investment in the notes. Other information (including financial information) presented in the Preliminary Offering Memorandum is deemed to have changed to the extent effected by the changes described herein. Issuer: Res-Care, Inc. (the “Issuer”) Security Description: 10.75% Senior Notes due 2019 Distribution: Rule 144A / Regulation S with Registration Rights Principal Amount: $200,000,000 Gross Proceeds: $200,000,000 Maturity: January 15, 2019 Coupon: 10.75% Issue Price: 100.000% of face amount Yield to Maturity: 10.75% Spread to Benchmark Treasury: +762 bps Benchmark Treasury: UST 2.75% due 2/15/2019 Interest Payment Dates: January 15 and July 15, commencing July 15, 2011 Record Dates: January 1 and July 1 Equity clawback: Up to 35% at 110.75%, on or prior to January 15, 2014 Optional redemption: Make-whole call @ T+50 bps prior to January 15, 2015, then On or after At the redemption price of January 15, 2015 105.375 % January 15, 2016 102.688 % January 15, 2017 and thereafter 100.000 % Change of control: Putable at 101% of principal plus accrued interest Trade date: December 16, 2010 Settlement date: December 22, 2010 (T+4). CUSIP Numbers: 144A Regulation S CUSIP: 760943 AK6 CUSIP: U76090 AD8 ISIN: US760943AK62 ISIN: USU76090AD82 Ratings: B3 (Xxxxx’x) / B- (S&P)(1) Joint Book-Running Managers: X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co-Managers: Fifth Third Securities, Inc. U.S. Bancorp Investments, Inc. Changes to the Preliminary Offering Memorandum: In addition, the following changes will be made to the Preliminary Offering Memorandum as well as additional conforming changes consistent with the changes described herein: Preamble On page iii of the Preliminary Offering Memorandum, the last paragraph relating to the settlement date is replaced in its entirety with the following: “It is expected that delivery of the notes will be made against payment there for on or about December 22, 2010, which is the fourth business day following the date hereof (such settlement cycle being referred to as “T+4”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing will be required, by virtue of the fact that the notes initially will settle in T+4, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who wish to trade the notes on the date of pricing should consult their own advisors.” Description of other indebtedness The Issuer’s new senior secured credit facilities on which the notes offering is conditioned may vary in principal amount or maturity from the description under the caption “Description of other indebtedness” as follows:
Regulation M Notice Unless the exceptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are satisfied with respect to the Shares, the Company shall give the Manager at least one Business Day’s prior notice of its intent to sell any Shares in order to allow the Manager time to comply with Regulation M.
Effectiveness of Registration Statement; Rule 430A Information The Registration Statement has become effective not later than 5:00 p.m., Eastern time, on the date of this Agreement or such later date and time as shall be consented to in writing by you, and, at each of the Closing Date and any Option Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. The Prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) (without reliance on Rule 424(b)(8)) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A.
Effectiveness Definitions (a) The rights and obligations of the parties set forth in this Agreement shall become effective and shall be binding upon the parties in accordance with its terms immediately upon the closing of the transactions contemplated by the Transfer Agreement and the Prior Agreement shall be terminated at such time. The Prior Agreement shall remain in full force and effect in accordance with its terms unless and until the occurrence of the closing of the transactions contemplated by the Transfer Agreement.
