3//SEC Filing
UNITED RESOURCES INC 3
Accession 0001140361-10-015155
CIK 0000101473other
Filed
Apr 1, 8:00 PM ET
Accepted
Apr 2, 6:04 PM ET
Size
17.8 KB
Accession
0001140361-10-015155
Insider Transaction Report
Form 3
Kohlberg Management V, LLC
10% OwnerOther
Holdings
- 12,653,165(indirect: See Footnotes)
Common Stock (par value $0.0001 per share)
- (indirect: See Footnotes)
Common Stock Warrants (right to buy)
Exercise: $10.00From: 2010-03-25Exp: 2015-03-25→ Common Stock (3,004,887 underlying)
Kohlberg Partners V, L.P.
10% Owner
Holdings
- (indirect: See Footnotes)
Common Stock Warrants (right to buy)
Exercise: $10.00From: 2010-03-25Exp: 2015-03-25→ Common Stock (3,004,887 underlying) - 12,653,165(indirect: See Footnotes)
Common Stock (par value $0.0001 per share)
KOHLBERG OFFSHORE INVESTORS V L P
10% Owner
Holdings
- 12,653,165(indirect: See Footnotes)
Common Stock (par value $0.0001 per share)
- (indirect: See Footnotes)
Common Stock Warrants (right to buy)
Exercise: $10.00From: 2010-03-25Exp: 2015-03-25→ Common Stock (3,004,887 underlying)
KOCO Investors V, L.P.
10% Owner
Holdings
- (indirect: See Footnotes)
Common Stock Warrants (right to buy)
Exercise: $10.00From: 2010-03-25Exp: 2015-03-25→ Common Stock (3,004,887 underlying) - 12,653,165(indirect: See Footnotes)
Common Stock (par value $0.0001 per share)
Kohlberg TE Investors V L P
10% Owner
Holdings
- (indirect: See Footnotes)
Common Stock Warrants (right to buy)
Exercise: $10.00From: 2010-03-25Exp: 2015-03-25→ Common Stock (3,004,887 underlying) - 12,653,165(indirect: See Footnotes)
Common Stock (par value $0.0001 per share)
Kohlberg Investors V L P
10% Owner
Holdings
- (indirect: See Footnotes)
Common Stock Warrants (right to buy)
Exercise: $10.00From: 2010-03-25Exp: 2015-03-25→ Common Stock (3,004,887 underlying) - 12,653,165(indirect: See Footnotes)
Common Stock (par value $0.0001 per share)
Footnotes (5)
- [F1]The 12,653,165 shares of Common Stock of the Issuer, par value $0.0001 per share (the "Shares"), reported herein are directly beneficially owned as follows: (i) 6,678,026 Shares are owned by Kohlberg Investors V, L.P. ("Investors"), (ii) 376,037 Shares are owned by Kohlberg Partners V, L.P. ("Partners"), (iii) 447,328 Shares are owned by Kohlberg Offshore Investors V, L.P. ("Offshore"), (iv) 4,856,839 Shares are owned by Kohlberg TE Investors V, L.P. ("TE") and (v) 294,935 Shares are owned by KOCO Investors V, L.P. ("KOCO", and collectively with Investors, Partners, Offshore and TE, the "Funds").
- [F2]Pursuant to a Warrant Agreement with the Issuer, each of Investors, Partners, Offshore, TE and KOCO directly own warrants (collectively, the "Warrants") representing the right to purchase 1,585,904 Shares, 89,302 Shares, 106,232 Shares, 1,153,407 Shares and 70,042 Shares, respectively. The Warrants may be exercised at any time prior to March 25, 2015. The initial exercise price of the Warrants is equal to $10.00 per Share, subject to certain adjustments in accordance with the terms of the Warrant Agreement.
- [F3]The securities reported as directly beneficially owned by the Funds in footnotes 1 and 2 hereof may be deemed to be indirectly beneficially owned by Kohlberg Management V, L.L.C., which is the general partner of each of the Funds.
- [F4]The Funds acquired the Shares, the Warrants and other consideration from the Issuer in consideration for their interest in Critical Homecare Solutions Holdings, Inc. ("CHS"), pursuant to a merger of CHS into a wholly owned subsidiary of the Issuer on March 25, 2010. The merger agreement, which was entered into on January 24, 2010, valued the Share and the Shares to be acquired upon the exercise of the Warrants at $8.3441 per Share, which was calculated based on the volume weighted trading average price of the Shares over the 10-day period ended January 22, 2010. Of the 12,653,165 Shares issued to the Funds pursuant to the merger agreement, 2,601,415 Shares are currently being held in escrow and are subject to forfeiture to satisfy any indemnity or purchase price adjustment payments to be made to the Issuer.
- [F5]Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Documents
Issuer
UNITED RESOURCES INC
CIK 0000101473
Entity typeother
IncorporatedFL
Related Parties
1- filerCIK 0000101473
Filing Metadata
- Form type
- 3
- Filed
- Apr 1, 8:00 PM ET
- Accepted
- Apr 2, 6:04 PM ET
- Size
- 17.8 KB