National Mentor tenders for 11¼% notes, parent for toggle floaters

New York, Jan. 19 - National Mentor Holdings, Inc. said it has begun a tender offer and consent solicitation for its $180 million of 11¼% senior subordinated notes due 2014 while indirect parent company NMH Holdings, Inc. has begun a tender offer and consent solicitation for its $224,400,924 principal amount of senior floating-rate toggle notes due 2014.

In each case, the consent solicitation is to eliminate substantially all of the restrictive covenants and certain events of default contained in the respective indentures. NMH needs consents from holders of 75% of the notes while National Mentor needs a majority. Holders who tender will be deemed to consent and consents may not be delivered without tendering.

National Mentor will pay $1,060 per $1,000 principal amount of its notes, which includes a $30 consent payment that will only be made to holders who tender by the consent date of 5 p.m. ET on Jan .27.

NMH is offering $1,010 per $1,000 principal amount, again including a $30 consent payment that will only be made to holders who tender by the consent date of 5 p.m. ET on Jan .27.

In each case, holders will also receive accrued interest.

The offers end at 5 p.m. ET on Feb. 16.

Completion of the tender offers and consent solicitations is subject to conditions including the receipt of the necessary consents and the raising of sufficient funds from a refinancing to pay for the tender offers and to repay National Mentor's existing senior secured credit facilities and term loan mortgage facility.

UBS Investment Bank is dealer manager Questions regarding each tender offer or consent solicitation may be directed to UBS Investment Bank at (888 719-4210 or call collect 203 719-4210) and D.F. King & Co., Inc. is the information agent and tender agent (800 549-6746 or call collect 212 269-5550).

National Mentor is a Boston-based provider of home and community-based health and human services to adults and children with intellectual and/or developmental disabilities, acquired brain injury and other catastrophic injuries and illnesses, and to youth with emotional, behavior and medically complex challenges.

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