SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 4, 2013
NATIONAL MENTOR HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
313 Congress Street, 6th Floor
Boston, Massachusetts 02210
(Address of Principal Executive Offices) (Zip Code)
(Registrants telephone number, including area code)
(Former Name or Former Address, if Changed Since
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
On February 4, 2013, National Mentor Holdings, Inc. (the Company) entered into an Incremental Amendment No. 1 (the Incremental Amendment No. 1) to the Amended and Restated Credit Agreement, dated as of February 9, 2011 and amended and restated as of October 15, 2012 (as amended and restated from time to time, the Senior Credit Agreement), among the Company, NMH Holdings, LLC, the subsidiary guarantors party thereto, UBS AG, Stamford Branch, as Administrative Agent, UBS Loan Finance LLC, as swingline lender, and the other lenders from time to time party thereto. The Incremental Amendment No. 1 provides for an additional $30.0 million term loan (the Incremental Term Loan) under the Companys tranche B-1 term loan facility (the Term Loan) pursuant to the terms of the Senior Credit Agreement that permit up to $125.0 million of incremental borrowings, subject to the conditions set forth in the Senior Credit Agreement. While the Incremental Amendment No. 1 provides for funding of the Incremental Term Loan within four business days of signing, the Company anticipates that funding will occur on February 5, 2013. The Company is required to repay the Incremental Term Loan in quarterly principal installments of 0.25% of its principal amount, with the balance payable at maturity. All of the other terms of the Incremental Term Loan are identical to the Term Loan, which are described in the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission (the SEC) on February 10, 2011 and the Companys Current Report on Form 8-K filed with the SEC on October 17, 2012, both of which are incorporated by reference herein.
The net proceeds of the Incremental Term Loan will be used to repay outstanding borrowings under the Companys revolving credit facility (the Senior Revolver), and, to the extent there are any net proceeds remaining after repayment of the Senior Revolver, to fund cash on hand for general corporate purposes. The voluntary repayment of the Senior Revolver will not reduce the commitments under the Senior Revolver and the Company may reborrow under the Senior Revolver at any time, subject to the terms and conditions of the Senior Credit Agreement.
A copy of the Incremental Amendment No. 1 is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
This Current Report on Form 8-K contains certain forward-looking statements, including statements about anticipated funding and access to capital, that are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, conditions in the capital markets generally, the availability of financing for the Company and those factors and conditions described under Risk Factors and other cautionary statements in the Companys filings with the SEC at www.sec.gov. Important assumptions and other important factors could cause actual results to differ materially from those expected. Except to the extent required by applicable federal securities laws, neither the Company nor any of its affiliates undertakes any obligation to release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.
The information set forth under Item 1.01 Entry Into a Material Definitive Agreement is incorporated into this Item 2.03 by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 4, 2013