Equity Rollover Agreement between Onex Partners III LP and Res-Care, Inc. Shareholder

Contract Categories: Business Finance › Exchange Agreements
Summary

This agreement is between a shareholder of Res-Care, Inc. and Onex Partners III LP, confirming the shareholder's commitment to exchange their current equity in Res-Care, Inc. for an equivalent equity investment in a new holding company formed by Onex and its affiliates. The rollover will occur at the same price and in the same type of securities as Onex's investment, and the shareholder agrees not to tender their shares in the upcoming tender offer. The agreement will be formalized in more detailed documents before the acquisition closes and will terminate if the acquisition agreement is not completed.

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EX-10.2 5 a10-17157_1ex10d2.htm EX-10.2

Exhibit 10.2

 

September     , 2010

 

Onex Partners III LP

712 Fifth Avenue

New York, New York 10019

Attention: Robert M. Le Blanc

 

Dear Mr. Le Blanc:

 

I understand that a new holding company (“Purchaser”) to be formed by you and your affiliates proposes to enter into an agreement and plan of share exchange (as it may be amended from time to time, the “Agreement”) with Res-Care, Inc. (the “Company”) providing for the acquisition of all of the shares of the Company’s common stock not held by you and your affiliates.  This will confirm my agreement to “roll over” into an equity investment in Purchaser 100% of my existing equity investment in the Company.  I understand that my equity investment in Purchaser will be in the same type of securities as your investment and at the same price per share; for purposes of the “roll over”, my existing equity investment in the Company will be valued at the price paid to public shareholders in the acquisition.  In order to effect the rollover, I will not tender my existing equity investment in the Company in the tender offer that Purchaser will be making pursuant to the Agreement.

 

I understand that this agreement, while legally binding, will be embodied in more formal documentation (including shareholder agreements similar to those in place at other companies in which Onex has invested) before the closing of the acquisition.

 

This letter and my agreements herein shall terminate if the Agreement is terminated for any reason.

 

 

Very truly yours,