Press

AccentCare and Oak Hill Capital Partners Announce Acquisition of Guardian Home Health Care

For Immediate Release

12/23/2010

New York, NY and Menlo Park, CA – December 23, 2010– Oak Hill Capital Partners announced today that following the closing of their acquisition of AccentCare, Inc. (“AccentCare”), a premier provider of home healthcare services, including nursing and attendant care services, they intend to combine it with Guardian Home Care Holdings, Inc. (“Guardian”), a leading homecare and hospice service provider in the Tennessee, Georgia and Texas markets. The terms of the transaction were not disclosed.

The combination of AccentCare and Guardian creates one of the largest operators in the industry, with an expanded geographical footprint and highly diversified service offerings. The new company will operate over 130 branches across 10 states, serving more than 30,000 patients.

“The new AccentCare provides a strong platform from which to build a national leader in home healthcare services. The combination will allow us to incorporate best practices of each company and improve operational efficiencies. Above all, the culture of compassionate care and clinical excellence that exists at both companies will remain our top priority,” said William “Biff” Comte, AccentCare’s CEO. “We look forward to working closely with our partners at Oak Hill Capital, who have a history of successful investing in the healthcare sector, to achieve our strategic goals.”

“This transaction will unite two established home healthcare service providers that are uniquely positioned to build upon each other’s strengths in both service offerings and geographic reach. These companies have highly complementary business models, and importantly, both have a “patient-centric” culture which puts quality of care first. We are very excited about partnering with the combined company and look forward to supporting its continued growth,” said Charles Patton, Partner at Oak Hill Capital.

“We are delighted to become a part of AccentCare. Through this transaction, Guardian will gain new potential as part of a larger network that offers a full array of services to our patients. The combined company will gain a scale of operations that will fuel growth and expansion opportunities which will benefit both our patients and employees. I am 100% committed to supporting the AccentCare management team to ensure a seamless integration,” said Judith Bishop, CEO of Guardian.

Cain Brothers & Company acted as financial advisor to AccentCare, and Harris Williams & Co. acted as financial advisor to Guardian. Paul Weiss, Rifkind, Wharton & Garrison LLP served as legal counsel on the transaction to AccentCare, and Bingham McCutchen LLP served as legal counsel to Guardian.

Financing for the transaction was joint lead arranged and underwritten by affiliates of GE Capital Corporation, Bank of Ireland and CIT.

About AccentCare
AccentCare, Inc., headquartered in Irvine, California, is one of the nation’s leaders in home healthcare. Highly trained, dedicated, professional caregivers provide comprehensive services that range from personal, non-medical care to skilled nursing, rehabilitation and hospice services. Recognized as one of the fastest growing home healthcare companies in the country, AccentCare has numerous locations in California, Arizona, New York, Ohio, Colorado, Oregon and Washington. For more information please visit www.accentcare.com.

About Guardian Home Care Holdings, Inc.
Guardian Home Care Holdings, Inc., founded in 1969 and headquartered in Brentwood, Tennessee, is a leading provider of comprehensive homecare and hospice services, serving more than 12,000 patients and clients in Tennessee, Georgia and Texas.

Doing business as Texas Home Health, the Company operates 31 home care agencies in Texas providing skilled nursing services and attendant care to patients, primarily under Medicare and Medicaid funding programs. The Company is one of the largest providers of home care services to the indigent population of Texas, providing 600,000 hours of care per month to more than 8,000 patients on the Texas State Waiver program. More information on Texas Home Health is available at: www.txhha.com.

Doing business as Guardian Home Care, the Company operates eight home care agencies in Tennessee and six in Georgia, both Certificate of Need (“CON”) states. The Company provides skilled nursing services in these states, primarily under Medicare. More information on Guardian Home Care is available at: www.guardianhomecare.us. In addition, the Company provides hospice services in Texas, Georgia and Tennessee, primarily under Medicare and Medicaid, through Texas Home Health Hospice and Guardian Hospice.

About Oak Hill Capital Partners
Oak Hill Capital Partners is a private equity firm with more than $8.2 billion of committed capital from leading entrepreneurs, endowments, foundations, corporations, pension funds and global financial institutions. Robert M. Bass is the lead investor. Over a period of more than 24 years, the professionals at Oak Hill Capital Partners and its predecessors have invested in more than 60 significant private equity transactions. Oak Hill Capital Partners is one of several Oak Hill partnerships, each of which has a dedicated and independent management team. These Oak Hill partnerships comprise over $30 billion of investment capital across multiple asset classes. For more information about Oak Hill Capital Partners, please visit www.oakhillcapital.com.

Media Contacts:

For AccentCare:
Lisa Seif
Tel: (305) 785 3742
lseif@accentcare.com

For Oak Hill Capital Partners:
Lin-Hua Wu
Tel: (415) 684 9418
Lin-wu@kekst.com

or

Donald C. Cutler
Tel: (212) 521 4800
Donald-ccutler@kekst.com