UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~February 212, ~~2014~~2015

NATIONAL MENTOR HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-129179	31-1757086
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

313 Congress Street, 6^th Floor

Boston, Massachusetts 02210

(Address of Principal executive offices, including Zip Code)

(617) 790-4800

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 12.0104. ~~Entering~~Triggering ~~into~~Events That Accelerate or Increase a ~~Material~~Direct ~~Definitive~~Financial ~~Agreement~~Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On ~~October~~February 212, ~~2014~~2015, National Mentor Holdings, Inc. (~~the~~ “~~Company~~NMHI”), ~~NMH~~issued ~~Holdings,~~a ~~LLC~~conditional notice ~~(“Parent”)~~of ~~and~~redemption ~~certain~~to ~~subsidiaries~~holders of ~~the~~its ~~Company,~~12.50% asSenior ~~guarantors,~~Notes ~~entered~~due ~~into~~2018 ~~Amendment No. 2~~ (the “~~Amendment~~Notes”) todeclaring ~~the~~that ~~Credit~~NMHI ~~Agreement~~will ~~dated~~redeem as$50.0 ~~of January 31,~~million ~~2014~~in ~~(as~~aggregate ~~amended~~principal ~~from~~amount ~~time~~of tothe ~~time~~Notes, ~~the~~representing ~~“Senior~~all ~~Credit~~of ~~Agreement”)~~the byNotes ~~and~~currently ~~among the Company~~outstanding, ~~Parent~~on March 4, ~~certain~~2015 ~~subsidiaries of~~ (the ~~Company,~~“Redemption asDate”). ~~guarantors,~~The ~~Barclays~~redemption ~~Bank~~price ~~PLC,~~of ~~as administrative agent, and~~ the ~~other~~Notes ~~agents~~is ~~and lenders~~103.125% ~~named~~of ~~therein (~~the ~~“Senior~~principal ~~Secured~~amount ~~Credit~~redeemed, ~~Facilities”).~~plus ~~The~~accrued ~~Amendment~~and ~~increases~~unpaid ~~the~~interest ~~revolving~~to, ~~commitment~~but ~~under~~not including, the ~~senior~~Redemption ~~secured~~Date ~~revolving credit facility~~ (the “~~Senior~~Redemption ~~Revolver~~Price”) ~~by $20.0 million~~, ~~on terms identical to~~in ~~those~~accordance ~~applicable~~with to the ~~existing~~provisions ~~Senior~~of ~~Revolver~~the ~~(including~~indenture asgoverning tothe ~~pricing,~~Notes. ~~tenor,~~The ~~rights~~notice of ~~payment~~redemption ~~and~~was ~~prepayment~~conditioned ~~and~~upon ~~right~~the funding of ~~security).~~an ~~The~~incremental ~~aggregate~~term ~~amount~~loan ofunder the ~~revolving~~NMHI’s ~~commitment~~existing ~~under~~senior ~~the~~secured ~~Senior~~credit ~~Revolver~~facility isand ~~now~~the ~~$120.0~~availability ~~million. As~~ of funds ~~October 21,~~thereunder ~~2014,~~to satisfy the ~~Company~~payment ~~had~~of ~~no borrowings under~~ the ~~Senior~~Redemption ~~Revolver~~Price.

~~Although~~SIGNATURES the Company’s availability under the Senior Revolver increased as a result of the Amendment, the covenants in the indenture governing the 12.50% Senior Notes due 2018 issued by the Company will continue to effectively limit the amount of borrowings that the Company may incur under the Senior Revolver.

~~The~~Pursuant ~~foregoing~~to ~~summary~~the requirements of the ~~Amendment~~Securities isExchange ~~qualified~~Act inof ~~its~~1934, ~~entirety~~the byregistrant ~~reference~~has toduly ~~the~~caused ~~Amendment,~~this ~~which~~report isto ~~attached~~be ~~hereto~~signed ~~as Exhibit~~on ~~10.1~~its ~~and~~behalf isby the ~~incorporated~~undersigned ~~herein~~hereunto byduly ~~reference~~authorized.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
10.1		Amendment No. 2 to the Credit Agreement, dated as of October 21, 2014, among NMH Holdings, LLC, as parent guarantor, National Mentor Holdings, Inc., as borrower, certain subsidiaries of National Mentor Holdings, Inc. party thereto, as guarantors, the lender party thereto and Barclays Bank PLC, as administrative agent, swingline lender and issuing bank.

SIGNATURES

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.

EXHIBIT INDEX

ExhibitNo.		Description
10.1		Amendment No. 2 to the Credit Agreement, dated as of October 21, 2014, among NMH Holdings, LLC, as parent guarantor, National Mentor Holdings, Inc., as borrower, certain subsidiaries of National Mentor Holdings, Inc. party thereto, as guarantors, the lender party thereto and Barclays Bank PLC, as administrative agent, swingline lender and issuing bank.

NATIONAL MENTOR HOLDINGS, INC.

/s/ Denis M. Holler

Date: February 4, 2015

Denis M. Holler

Chief Financial Officer

Filing Compare · NATIONAL MENTOR HOLDINGS, INC.