Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum The Preliminary Offering Memorandum, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, in the form first used by the Initial Purchasers to confirm sales of the Securities and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum.
Time of Sale Information The Time of Sale Information, at the Time of Sale did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Time of Sale Information. No statement of material fact included in the Prospectus has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom.
Offering Memorandum The Company, as promptly as possible, will furnish to each Initial Purchaser, without charge, such number of copies of the Preliminary Offering Memorandum, the Final Offering Memorandum and any amendments and supplements thereto and documents incorporated by reference therein as such Initial Purchaser may reasonably request.
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:
General Disclosure Package As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated May 27, 2009, including the base prospectus, dated November 6, 2007, (which is the most recent Statutory Prospectus distributed to investors generally),and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
Amendment to General Disclosure Package If the General Disclosure Package is being used to solicit offers to buy the Stock at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the General Disclosure Package in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, or to make the statements therein not conflict with the information contained or incorporated by reference in the Registration Statement then on file and not superseded or modified, or if it is necessary at any time to amend or supplement the General Disclosure Package to comply with any law, the Company promptly will either (i) prepare, file with the Commission (if required) and furnish to the Underwriters and any dealers an appropriate amendment or supplement to the General Disclosure Package or (ii) prepare and file with the Commission an appropriate filing under the Exchange Act which shall be incorporated by reference in the General Disclosure Package so that the General Disclosure Package as so amended or supplemented will not, in the light of the circumstances then prevailing, be misleading or conflict with the Registration Statement then on file, or so that the General Disclosure Package will comply with law.
No Offering Memorandum The Subscriber acknowledges that the offering is being conducted without delivery of an offering memorandum and that it has not relied on any oral representation, warranty or information in connection with the offering of the Subscribed for Units by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company.
Pricing Disclosure Package The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.
Copies of the Offering Memorandum The Company agrees to furnish the Initial Purchasers, without charge, as many copies of the Pricing Disclosure Package and the Final Offering Memorandum and any amendments and supplements thereto as they shall reasonably request.
