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Published on 9/28/2005 in the Prospect News High Yield Daily.

ResCare set pricing in tender for 10 5/8% notes due 2008

New York, Sept. 28 - ResCare, Inc. announced pricing in its tender offer for its 10 5/8% senior notes due 2008.

The company will pay $1,060.85 per $1,000 principal amount for holders who tendered by the consent deadline, including a $20.00 per $1,000 consent payment.

At its previous announcement on Sept. 26, ResCare extended the tender to 5 p.m. ET on Sept. 30 from 5 p.m. ET on Sept. 27.

On Sept. 13, the company said it received consents from holders of $119,645,000 or 79.8% of its 10 5/8% notes, enough to amend the notes' indenture, eliminating all restrictive covenants and events of default.

The consent solicitation expired at 5 p.m. ET on Sept. 12.

For each $1,000 principal amount of notes, the company will pay the present value of $1,053.13 - the redemption price on the earliest redemption date of the notes on Nov. 15 - plus all future interest payments up to Nov. 15, discounted using the yield to Oct. 31 on the 1 5/8% Treasury due Oct. 31 plus 50 basis points.

Accrued interest up to but excluding the payment date will be subtracted from the total, which includes a $20.00 per $1,000 principal amount consent payment for those who tendered their holdings before the consent deadline.

The company announced the offer on Aug. 29.

The offer is conditioned upon the company's completion of refinancing transactions.

J.P. Morgan Securities Inc. (866 834-4666 or call collect 212 834-3424) and Goldman, Sachs & Co. (800 828-3182 or call collect 212 357-8664) are the dealer managers and solicitation agents. The depositary is Computershare Trust Co. of New York and the information agent is Georgeson Shareholder Communications, Inc. (866 328-5439).

ResCare is a Louisville, Ky.-based provider of services to people with developmental disabilities and youth with special needs.


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