- Amended tender offer statement by Third Party (SC TO-T/A)
16 Novembro 2010 - 12:55PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement
under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
(Amendment No. 6)
RES-CARE, INC.
(Name of Subject Company)
ONEX RESCARE ACQUISITION, LLC
(Name of Filing Persons - (Offeror))
ONEX PARTNERS III LP
(Name of Filing Persons - (Offeror))
The persons listed on Schedule I hereto
(Name of Filing Persons - (Other Persons))
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
760943100
(CUSIP Number of Class of Securities)
Joel I. Greenberg, Esq.
Kaye Scholer LLP
425 Park Avenue
New York, New York 10022
(212) 836-8000
(Name, address, and telephone numbers of person
authorized to receive
notices and communications on behalf of filing persons)
Calculation of Filing Fee
Transaction Valuation*
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Amount of Filing Fee**
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$340,732,402
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$24,294.22
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*
Estimated for purposes of calculating the filing fee only. Calculated by multiplying
(i) 25,715,653, which is the difference between 29,415,653, the number of
shares of common stock, no par value (Shares), of Res-Care, Inc. (the Company)
outstanding as of September 30, 2010, and 3,700,000, which is the number
of Shares beneficially owned by Onex Corporation and its affiliates by (ii) $13.25,
which is the per Share tender offer price.
The number of outstanding Shares was obtained by the Company.
**
The filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #4 for
fiscal year 2010, issued December 17, 2009, is calculated by multiplying
the Transaction Valuation by .0000713.
x
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid
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$24,294.22
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Form or
Registration No.:
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Schedule TO-T
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Filing Party:
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Onex
Rescare
Acquisition, LLC
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Date
Filed:
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October 7, 2010
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o
Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check
the appropriate boxes below to designate any transactions to which the
statement relates:
x
third-party tender offer subject to Rule 14d-1.
o
issuer tender offer subject to Rule 13e-4.
x
going-private transaction subject to Rule 13e-3.
o
amendment to Schedule 13D under Rule 13d-2.
Check
the following box if the filing is a final amendment reporting the results of
the tender offer:
x
Schedule I
Onex Partners LP
Onex American Holdings II
LLC
Onex US Principals LP
Rescare Executive Investco
LLC
Onex Partners III GP LP
Onex Corporation
Onex American Holdings GP
LLC
Onex Partners GP LP
Onex Partners GP Inc.
This Amendment No. 6 (this Amendment No. 6)
to the Tender Offer Statement and Rule 13e-3 Transaction Statement on
Schedule TO originally filed with the Securities and Exchange Commission on October 7,
2010, as amended by Amendment No. 1 thereto filed on October 13,
2010, by Amendment No. 2 thereto filed on October 25, 2010, by
Amendment No. 3 thereto filed on November 2, 2010, by Amendment No. 4
thereto filed on November 8, 2010 and by Amendment No. 5 thereto
filed on November 12, 2010 (as amended, the Schedule TO) by Onex Rescare
Acquisition, LLC, a Delaware limited liability company (the Purchaser), is
filed by Purchaser and Onex Partners III LP and amends the Schedule TO relating
to the offer by Purchaser to purchase all of the outstanding shares of common
stock, no par value (the Shares) of Res-Care, Inc., a Kentucky
corporation (the Company), other than Shares owned by the Purchaser and its
affiliates, at a purchase price of $13.25 per Share, net to the seller in cash,
without interest and less any applicable withholding of taxes, upon the terms
and subject to the conditions set forth in the Amended and Restated Offer to
Purchase, dated October 25, 2010 (the Offer to Purchase) (which as
amended or supplemented from time to time, together constitute the Offer).
As permitted by General Instruction F to Schedule
TO, the information set forth by this Amendment No. 6, including all
appendices, schedules, exhibits and annexes hereto and thereto, is hereby
expressly incorporated by reference herein in response to Items 1 through 13 of
the Schedule TO. You should read this
Amendment No. 6 to Schedule TO together with the Schedule TO.
Item 1.
Summary Term Sheet
.
(1)
The information incorporated by reference into Item 1 of the Schedule TO
is amended by adding the following thereto:
The Offer expired at 5:00 P.M., New York City
time, on November 15, 2010, and was not further extended. Based on information provided by the
Depositary, a total of 20,678,039 Shares, representing approximately 81.6% of
the Shares not owned by the Purchaser Group and the Rollover Shareholders, were
validly tendered and not withdrawn in the Offer, together with an additional 548,707
Shares tendered by guaranteed delivery.
All Shares that were validly tendered and not withdrawn have been
accepted for payment. Onex does not
intend to offer a subsequent offering period in connection with the Offer. As a
result of the successful completion of the Offer, the Purchaser Group holds an
85.3% interest in the Company, on an as-converted basis (excluding Shares
tendered via guaranteed delivery).
As contemplated by the terms of the Share Exchange
Agreement, Purchaser and Target will, subject to the satisfaction of certain conditions,
cause the Share Exchange to occur as promptly as reasonably practicable
hereafter in which all remaining shareholders other than the Purchaser Group
and the Rollover Shareholders would receive the same price per share as was
paid in the Offer, without interest and less any applicable withholding of
taxes. The Share Exchange will be
completed following approval thereof at a meeting of Targets shareholders to
be held as soon as practicable after the date hereof. As a result of the purchase of shares in the
Offer, the Purchaser Group has sufficient voting power to approve the Share
Exchange at such meeting without regard to the vote of any other Target
shareholder.
The full text of the press release announcing the
completion of the Offer is attached as Exhibit (a)(5)(iv) hereto and
is incorporated herein by reference.
Item 4.
Terms of the Transaction
.
(1)
The information incorporated by reference into Item 4 of the Schedule TO
is amended by adding the amendment contained in Item 1, which is hereby
incorporated by reference into this Item 4 of the Schedule TO.
Item 8.
Interest in the Securities of the Subject
Company
.
(1)
The information incorporated by reference into Item 8 of the Schedule TO
is amended by adding the amendment contained in Item 1, which is hereby
incorporated by reference into this Item 8 of the Schedule TO.
4
Item 11.
Additional Information.
(1)
The information incorporated by reference into Item 11 of the Schedule
TO is amended by adding the amendment contained in Item 1, which is hereby
incorporated by reference into this Item 11 of the Schedule TO.
Item 12.
Exhibits
Item 12 of the Schedule TO is hereby amended and
supplemented with the following:
(a)(5)(iv)
Text of Press Release issued by Onex Corporation on November 16,
2010 announcing the completion of the Offer.
5
SIGNATURES
After due inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: November 16, 2010
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ONEX RESCARE ACQUISITION, LLC
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By:
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/s/ Robert M. Le Blanc
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Name: Robert M. Le Blanc
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Title: Director
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ONEX PARTNERS III LP
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By:
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ONEX PARTNERS III GP LP, its General Partner
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By:
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ONEX PARTNERS MANAGER LP, its Agent
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By:
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ONEX PARTNERS MANAGER GP ULC.,
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its General Partner
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By:
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/s/ Robert M. Le Blanc
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Name: Robert M. Le Blanc
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Title: Managing Director
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By:
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/s/ Joshua Hausman
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Name: Joshua Hausman
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Title: Vice President
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ONEX PARTNERS III GP LP
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By:
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ONEX PARTNERS GP INC., its General Partner
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By:
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/s/ Robert M. Le Blanc
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Name: Robert M. Le Blanc
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Title: President
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ONEX PARTNERS GP INC.
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By:
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/s/ Robert M. Le Blanc
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Name: Robert M. Le Blanc
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Title: President
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ONEX PARTNERS LP
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By:
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ONEX PARTNERS GP LP, its General Partner,
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By:
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ONEX PARTNERS MANAGER LP, its Agent
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By:
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ONEX PARTNERS MANAGER GP ULC.,
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its General Partner
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By:
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/s/ Robert M. Le Blanc
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Name: Robert M. Le Blanc
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Title: Managing Director
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6
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By:
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/s/ Joshua Hausman
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Name: Joshua Hausman
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Title: Vice President
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ONEX PARTNERS GP LP
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By:
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ONEX PARTNERS GP INC., its General Partner
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By:
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/s/ Robert M. Le Blanc
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Name: Robert M. Le Blanc
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Title: President
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ONEX US PRINCIPALS LP
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By:
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ONEX AMERICAN HOLDINGS GP LLC,
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its General Partner
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By:
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/s/ Robert M. Le Blanc
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Name: Robert M. Le Blanc
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Title: Director
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ONEX AMERICAN HOLDINGS GP LLC
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By:
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/s/ Robert M. Le Blanc
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Name: Robert M. Le Blanc
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Title: Director
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RESCARE EXECUTIVE INVESTCO LLC
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By:
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/s/ Robert M. Le Blanc
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Name: Robert M. Le Blanc
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Title: Director
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By:
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/s/ Donald F. West
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Name: Donald F. West
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Title: Director
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ONEX AMERICAN HOLDINGS II LLC
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By:
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/s/ Robert M. Le Blanc
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Name: Robert M. Le Blanc
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Title: Director
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By:
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/s/ Donald F. West
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Name: Donald F. West
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Title: Director
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ONEX CORPORATION
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By:
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/s/ Andrea E. Daly
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Name: Andrea E. Daly
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Title: Vice President
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7
EXHIBIT INDEX
Exhibit No.
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Description
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(a)(1)(i)
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Offer to Purchase, dated October 7, 2010.*
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(a)(1)(ii)
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Amended and Restated Offer to Purchase, dated
October 25, 2010.*
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(a)(1)(iii)
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Letter of Transmittal, dated October 7,
2010.*
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(a)(1)(iv)
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Notice of Guaranteed Delivery.*
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(a)(1)(v)
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Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
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(a)(1)(vi)
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Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(vi)(A)
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Corrected Letter to Clients for Use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(vii)
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Text of Press Release issued by the Purchaser on
September 7, 2010 (incorporated by reference to the pre-commencement
Schedule TO-C filed on September 8, 2010).*
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(a)(5)(i)
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Complaint filed in Jefferson Circuit Court of the
Commonwealth of Kentucky, captioned Margolis v. Gronefeld, et al., case
No. 10CI06597.*
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(a)(5)(ii)
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Text of Press Release issued by Onex Corporation
on October 7, 2010 announcing the commencement of the Offer.*
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(a)(5)(iii)
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Text of Press Release issued by Onex Corporation
on November 5, 2010 announcing the extension of the Offer.*
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(a)(5)(iv)
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Text of Press Release issued by Onex Corporation
on November 16, 2010 announcing the completion of the Offer.
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(b)
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None.
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(d)(1)
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Agreement and Plan of Share Exchange, dated as of
September 6, 2010, between Purchaser and the Company (incorporated by
reference to Exhibit 2.01 to the Form SC 13D/A filed by Onex
Corporation on September 8, 2010).*
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(d)(2)
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Voting Agreement, dated as of September 6,
2010, by and between certain of the Companys shareholders and the Company
(incorporated by reference to Exhibit 4.1 to the Form 8-K filed by
the Company on September 10, 2010).*
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(d)(3)
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Guarantee of Onex Partners III LP dated as of
September 6, 2010 (incorporated by reference to Exhibit 10.1 to the
Form 8-K filed by the Company on September 10, 2010).*
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(d)(4)
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Form of Commitment Letter made by certain
Company management shareholders in favor of Onex Partners III LP
(incorporated by reference to Exhibit 10.2 to the Form 8-K filed by
the Company on September 10, 2010).*
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(f)
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Subtitle 13 of the Kentucky Business Corporation
Act (included as Schedule D of the Offer to Purchase filed herewith as
Exhibit (a)(1)(i)).*
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(g)
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None.
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(h)
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None.
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* Previously
filed.
8
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