|
RSC HOLDINGS INC.
|
|
(Name of Issuer)
|
|
Common Stock, no par value
|
|
(Title of Class of Securities)
|
|
74972L 102
|
|
(CUSIP Number)
|
|
December 31, 2010
|
|
(Date of Event which Requires Filing of this Statement)
|
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
|
|
|
o
|
Rule 13d-1(b)
|
|
o
|
Rule 13d-1(c)
|
|
x
|
Rule 13d-1(d)
|
|
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
|
|
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
|
|
CUSIP No. 74972L 102
|
SCHEDULE 13G |
Page 2 of 15 Pages
|
|
1
|
NAME OF REPORTING PERSON
OHCP II RSC, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
23,910,939(1)
|
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
8
|
SHARED DISPOSITIVE POWER
23,910,939(1)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,910,939(1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.1%(2)
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
See Item 4 below.
|
|
(2)
|
Based on 103,526,553 shares outstanding.
|
|
CUSIP No. 74972L 102
|
SCHEDULE 13G |
Page 3 of 15 Pages
|
|
1
|
NAME OF REPORTING PERSON
Oak Hill Capital Partners II, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
23,910,939(1)
|
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
8
|
SHARED DISPOSITIVE POWER
23,910,939(1)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,910,939(1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.1%(2)
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
See Item 4 below.
|
|
(2)
|
Based on 103,526,553 shares outstanding.
|
|
CUSIP No. 74972L 102
|
SCHEDULE 13G |
Page 4 of 15 Pages
|
|
1
|
NAME OF REPORTING PERSON
OHCP GenPar II, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
34,755,329(1)
|
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
8
|
SHARED DISPOSITIVE POWER
34,755,329(1)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,755,329(1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
33.6%(2)
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
See Item 4 below.
|
|
(2)
|
Based on 103,526,553 shares outstanding.
|
|
CUSIP No. 74972L 102
|
SCHEDULE 13G |
Page 5 of 15 Pages
|
|
1
|
NAME OF REPORTING PERSON
OHCP MGP II, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
34,755,329(1)
|
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
8
|
SHARED DISPOSITIVE POWER
34,755,329(1)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,755,329(1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
33.6%(2)
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
See Item 4 below.
|
|
(2)
|
Based on 103,526,553 shares outstanding.
|
|
CUSIP No. 74972L 102
|
SCHEDULE 13G |
Page 6 of 15 Pages
|
|
1
|
NAME OF REPORTING PERSON
OHCMP II RSC, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,155,540(1)
|
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
8
|
SHARED DISPOSITIVE POWER
2,155,540(1)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,155,540(1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%(2)
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
See Item 4 below.
|
|
(2)
|
Based on 103,526,553 shares outstanding.
|
|
CUSIP No. 74972L 102
|
SCHEDULE 13G |
Page 7 of 15 Pages
|
|
1
|
NAME OF REPORTING PERSON
Oak Hill Capital Management Partners II, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,155,540(1)
|
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
8
|
SHARED DISPOSITIVE POWER
2,155,540(1)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,155,540(1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%(2)
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
See Item 4 below.
|
|
(2)
|
Based on 103,526,553 shares outstanding.
|
|
CUSIP No. 74972L 102
|
SCHEDULE 13G |
Page 8 of 15 Pages
|
|
1
|
NAME OF REPORTING PERSON
OHCP II RSC COI, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
8,688,850(1)
|
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
8
|
SHARED DISPOSITIVE POWER
8,688,850(1)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,688,850(1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%(2)
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
See Item 4 below.
|
|
(2)
|
Based on 103,526,553 shares outstanding.
|
|
CUSIP No. 74972L 102
|
SCHEDULE 13G |
Page 9 of 15 Pages
|
|
ITEM 1.
|
(a)
|
Name of Issuer: RSC Holdings Inc. (the “Issuer”)
|
|
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
6929 E. Greenway Parkway
Scottsdale, AZ 85254
|
|
|
ITEM 2.
|
(a)
|
Name of Person Filing:
|
|
|
Name of Person Filing
|
Address
|
Citizenship
|
|
|
OHCP II RSC, LLC
|
201 Main Street, Suite 1620
|
Delaware
|
|
|
Fort Worth, TX 76102
|
|||
|
Oak Hill Capital Partners II, L.P.
|
201 Main Street, Suite 1620
|
Delaware
|
|
|
Fort Worth, TX 76102
|
|||
|
OHCP GenPar II, L.P.
|
201 Main Street, Suite 1620
|
Delaware
|
|
|
Fort Worth, TX 76102
|
|||
|
OHCP MGP II, LLC
|
201 Main Street, Suite 1620
|
Delaware
|
|
|
Fort Worth, TX 76102
|
|||
|
OHCMP II RSC, LLC
|
201 Main Street, Suite 1620
|
Delaware
|
|
|
Fort Worth, TX 76102
|
|||
|
Oak Hill Capital Management
|
201 Main Street, Suite 1620
|
Delaware
|
|
|
Partners II, L.P.
|
Fort Worth, TX 76102
|
||
|
OHCP II RSC COI, LLC
|
201 Main Street, Suite 1620
|
Delaware
|
|
|
Fort Worth, TX 76102
|
|
(b)
|
Address or Principal Business Office or, if None, Residence: See Item 2(a) above.
|
|
|
(c)
|
Citizenship: See Item 2(a) above.
|
|
|
(d)
|
Title of Class of Securities: Common Stock, no par value per share, of the Issuer (“Common Stock”).
|
|
| (e) |
CUSIP Number: 74972L 102
|
|
CUSIP No. 74972L 102
|
SCHEDULE 13G |
Page 10 of 15 Pages
|
|
ITEM 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
|
||||
|
(a)
|
[__] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
|
||||
|
(b)
|
[__] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
|
||||
|
(c)
|
[__] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
|
||||
|
(d)
|
[__] Investment company registered under Section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8)
|
||||
|
(e)
|
[__] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)
|
||||
|
(f)
|
[__] An employee benefit plan or endowment fund in accordance with ss.240.
13d-1(b)(1)(ii)(F);
|
||||
|
(g)
|
[__] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
|
||||
|
(h)
|
[__] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813)
|
||
|
(i)
|
[__] A church plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
|
||
|
(j)
|
[__] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
|
||
|
N/A
|
|||
|
ITEM 4.
|
OWNERSHIP
|
||
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|||
|
(a)
|
Amount beneficially owned: See below.
|
||
|
(b)
|
Percent of class: See below.
|
||
|
(c)
|
Number of shares as to which the person has:
|
||
|
(i)
|
Sole power to vote or to direct the vote: See below.
|
||
|
(ii)
|
Shared power to vote or to direct the vote: See below.
|
||
|
(iii)
|
Sole power to dispose or to direct the disposition of: See below.
|
||
|
(iv)
|
Shared power to dispose or to direct the disposition of: See below.
|
||
|
Reporting Person
|
Amount Beneficially Owned
|
Percent of Class(a)
|
||
|
OHCP II RSC, LLC
|
23,910,939
|
23.1%
|
||
|
Oak Hill Capital Partners II, L.P.
|
0(b)
|
0%
|
||
|
OHCP GenPar II, L.P.
|
0(b)(c)(d)
|
0%
|
||
|
OHCP MGP II, LLC
|
0(b)(c)(d)
|
0%
|
||
|
OHCMP II RSC, LLC
|
2,155,540
|
2.1%
|
||
|
Oak Hill Capital Management
|
0(c)
|
0%
|
||
|
Partners II, L.P.
|
||||
|
OHCP II RSC COI, LLC
|
8,688,850
|
8.4%
|
||
|
(a)
|
Based on 103,526,553 shares outstanding.
|
|||
|
(b)
|
23,910,939 shares held by OHCP II RSC, LLC, whose sole member is Oak Hill Capital Partners II, L.P., whose general partner is OHCP GenPar II, L.P., whose general partner is OHCP MGP II, LLC. Oak Hill Capital Partners II, L.P., OHCP GenPar II, L.P. and OHCP MGP II, LLC expressly disclaim beneficial ownership of the shares held by OHCP II RSC, LLC, as well as the shares held by OHCMP II RSC, LLC and OHCP II RSC COI, LLC. J. Taylor Crandall, John Fant, Steve Gruber, Greg Kent, Kevin G. Levy, Denis J. Nayden, Ray Pinson and Mark A. Wolfson, as managers of OHCP MGP II, LLC, may be deemed to share beneficial ownership of the shares shown as beneficially owned by OHCP II RSC, LLC. Such persons expressly disclaim beneficial ownership of the shares held by OHCP II RSC, LLC, as well as the shares held by OHCMP II RSC, LLC and OHCP II RSC COI, LLC.
|
|||
|
CUSIP No. 74972L 102
|
SCHEDULE 13G |
Page 11 of 15 Pages
|
|
(c)
|
2,155,540 shares held by OHCMP II RSC, LLC, whose managing member is Oak Hill Capital Management Partners II, L.P., whose general partner is OHCP GenPar II, L.P., whose general partner is OHCP MGP II, LLC. Oak Hill Capital Management Partners II, L.P., OHCP GenPar II, L.P. and OHCP MGP II, LLC expressly disclaim beneficial ownership of the shares held by OHCMP II RSC, LLC, as well as the shares held by OHCP II RSC, LLC and OHCP II RSC COI, LLC. J. Taylor Crandall, John Fant, Steve Gruber, Greg Kent, Kevin G. Levy, Denis J. Nayden, Ray Pinson and Mark A. Wolfson, as managers of OHCP MGP II, LLC, may be deemed to share beneficial ownership of the shares shown as beneficially owned by OHCMP II RSC, LLC. Such persons expressly disclaim beneficial ownership of the shares held by OHCMP II RSC, LLC, as well as the shares held by OHCP II RSC, LLC and OHCP II RSC COI, LLC.
|
|
|
(d)
|
8,688,850 shares held by OHCP II RSC COI, LLC, whose managing member is OHCP GenPar II, L.P., whose general partner is OHCP MGP II, LLC. OHCP GenPar II, L.P. and OHCP MGP II, LLC expressly disclaim beneficial ownership of the shares held by OHCP II RSC COI, LLC, as well as the shares held by OHCP II RSC, LLC and OHCMP II RSC, LLC. J. Taylor Crandall, John Fant, Steve Gruber, Greg Kent, Kevin G. Levy, Denis J. Nayden, Ray Pinson and Mark A. Wolfson, as managers of OHCP MGP II, LLC, may be deemed to share beneficial ownership of the shares shown as beneficially owned by OHCP II RSC COI, LLC. Such persons expressly disclaim beneficial ownership of the shares held by OHCP II RSC COI, LLC, as well as the shares held by OHCP II RSC, LLC and OHCMP II RSC, LLC.
|
|
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
|
|
|
N/A
|
||
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|
|
|
See Item 4 above.
|
||
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
|
|
|
N/A
|
||
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
|
|
|
Each of OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC (collectively, the “Oak Hill Funds”) is a party to an Amended and Restated Stockholders Agreement, dated as of May 29, 2007 (as amended, the “Stockholders Agreement”), among RSC Acquisition LLC, RSC Acquisition II LLC (collectively, the “Ripplewood Funds”), Atlas Copco Finance S.à.r.l. (“ACF”), the Issuer and certain members of the Issuer’s management. Subject to certain conditions, the Stockholders Agreement requires the parties to vote their shares of Common Stock for directors that are designated in accordance with the provisions of the Stockholders Agreement and places certain restrictions on transfers by the parties thereto. On August 24, 2009, the parties to the Stockholders Agreement entered into an amendment to the Stockholders Agreement to, among other things, remove certain transfer restrictions and make various changes to the board composition provisions of the Stockholders Agreement, as more fully described in the Issuer’s Current Report on Form 8-K, dated August 24, 2009.
According to the amendment to the Schedule 13G filed by the Ripplewood Funds on January 27, 2011, the Ripplewood Funds are no longer a party to the Stockholders Agreement because they own less than 4,000,000 shares of Common Stock. Based on the amendment to the Schedule 13G filed by ACF on February 7, 2011, ACF owns 7,607,759 shares of Common Stock. Accordingly, the aggregate number of shares of Common Stock beneficially owned by the Oak Hill Funds and ACF is approximately 42,363,088, which represents approximately 40.9% of the outstanding shares of Common Stock.
The stock ownership reported for each of the Oak Hill Funds and the other reporting persons does not include any shares owned by other parties to the Stockholders Agreement. Each of the Oak Hill Funds and the other reporting persons disclaims beneficial ownership of any shares of Common Stock owned by the other parties to the Stockholders Agreement.
|
||
|
CUSIP No. 74972L 102
|
SCHEDULE 13G |
Page 12 of 15 Pages
|
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP
|
|
|
N/A
|
||
|
ITEM 10.
|
CERTIFICATIONS.
|
|
N/A
|
|
CUSIP No. 74972L 102
|
SCHEDULE 13G |
Page 13 of 15 Pages
|
|
OHCP II RSC, LLC
|
||||
|
By:
|
Oak Hill Capital Partners II, L.P.
|
|||
|
its Sole Member
|
||||
|
By:
|
OHCP GenPar II, L.P.
|
|||
|
its General Partner
|
||||
|
By:
|
OHCP MGP II, LLC
|
|||
|
its General Partner
|
||||
|
Date: February 14, 2011
|
By:
|
/s/ John R. Monsky
|
||
|
Name: John R. Monsky
Title: Vice President
|
||||
|
OAK HILL CAPITAL PARTNERS II, L.P.
|
||||
|
By:
|
OHCP GenPar II, L.P.
|
|||
|
its General Partner
|
||||
|
By:
|
OHCP MGP II, LLC
|
|||
|
its General Partner
|
||||
|
Date: February 14, 2011
|
By:
|
/s/ John R. Monsky
|
||
|
Name: John R. Monsky
Title: Vice President
|
||||
|
CUSIP No. 74972L 102
|
SCHEDULE 13G |
Page 14 of 15 Pages
|
|
OHCP GENPAR II, L.P.
|
||||
|
By:
|
OHCP MGP II, LLC
|
|||
|
its General Partner
|
||||
|
Date: February 14, 2011
|
By:
|
/s/ John R. Monsky
|
||
|
Name: John R. Monsky
Title: Vice President
|
||||
|
OHCP MGP II, LLC
|
||||
|
Date: February 14, 2011
|
By:
|
/s/ John R. Monsky
|
||
|
Name: John R. Monsky
Title: Vice President
|
||||
|
OHCMP II RSC, LLC
|
||||
|
By:
|
Oak Hill Capital Management Partners II, L.P.
|
|||
|
its Managing Member
|
||||
|
By:
|
OHCP GenPar II, L.P.
|
|||
|
its General Partner
|
||||
|
By:
|
OHCP MGP II, LLC
|
|||
|
its General Partner
|
||||
|
Date: February 14, 2011
|
By:
|
/s/ John R. Monsky
|
||
|
Name: John R. Monsky
Title: Vice President
|
||||
|
OAK HILL CAPITAL MANAGEMENT
|
||||
|
PARTNERS II, L.P.
|
||||
|
By:
|
OHCP GenPar II, L.P.
|
|||
|
its General Partner
|
||||
|
By:
|
OHCP MGP II, LLC
|
|||
|
its General Partner
|
||||
|
Date: February 14, 2011
|
By:
|
/s/ John R. Monsky
|
||
|
Name: John R. Monsky
Title: Vice President
|
||||
|
CUSIP No. 74972L 102
|
SCHEDULE 13G |
Page 15 of 15 Pages
|
|
OHCP II RSC COI, LLC
|
||||
|
By:
|
OHCP GenPar II, L.P.
|
|||
|
its Managing Member
|
||||
|
By:
|
OHCP MGP II, LLC
|
|||
|
its General Partner
|
||||
|
Date: February 14, 2011
|
By:
|
/s/ John R. Monsky
|
||
|
Name: John R. Monsky
Title: Vice President
|
||||
|
(i)
|
Each of them is individually eligible to use the Schedule 13G, as amended, to which this Exhibit is attached, and such Schedule 13G, as amended, is filed on behalf of each of them; and
|
|
|
(ii)
|
Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
|
|
OHCP II RSC, LLC
|
||||
|
By:
|
Oak Hill Capital Partners II, L.P.
|
|||
|
its Sole Member
|
||||
|
By:
|
OHCP GenPar II, L.P.
|
|||
|
its General Partner
|
||||
|
By:
|
OHCP MGP II, LLC
|
|||
|
its General Partner
|
||||
|
Date: February 14, 2011
|
By:
|
/s/ John R. Monsky
|
||
|
Name: John R. Monsky
Title: Vice President
|
||||
|
OAK HILL CAPITAL PARTNERS II, L.P.
|
||||
|
By:
|
OHCP GenPar II, L.P.
|
|||
|
its General Partner
|
||||
|
By:
|
OHCP MGP II, LLC
|
|||
|
its General Partner
|
||||
|
Date: February 14, 2011
|
By:
|
/s/ John R. Monsky
|
||
|
Name: John R. Monsky
Title: Vice President
|
||||
|
OHCP GENPAR II, L.P.
|
||||
|
By:
|
OHCP MGP II, LLC
|
|||
|
its General Partner
|
||||
|
Date: February 14, 2011
|
By:
|
/s/ John R. Monsky
|
||
|
Name: John R. Monsky
Title: Vice President
|
||||
|
OHCP MGP II, LLC
|
||||
|
Date: February 14, 2011
|
By:
|
/s/ John R. Monsky
|
||
|
Name: John R. Monsky
Title: Vice President
|
||||
|
OHCMP II RSC, LLC
|
||||
|
By:
|
Oak Hill Capital Management Partners II, L.P.
|
|||
|
its Managing Member
|
||||
|
By:
|
OHCP GenPar II, L.P.
|
|||
|
its General Partner
|
||||
|
By:
|
OHCP MGP II, LLC
|
|||
|
its General Partner
|
||||
|
Date: February 14, 2011
|
By:
|
/s/ John R. Monsky
|
||
|
Name: John R. Monsky
Title: Vice President
|
||||
|
OAK HILL CAPITAL MANAGEMENT
|
||||
|
PARTNERS II, L.P.
|
||||
|
By:
|
OHCP GenPar II, L.P.
|
|||
|
its General Partner
|
||||
|
By:
|
OHCP MGP II, LLC
|
|||
|
its General Partner
|
||||
|
Date: February 14, 2011
|
By:
|
/s/ John R. Monsky
|
||
|
Name: John R. Monsky
Title: Vice President
|
||||
|
OHCP II RSC COI, LLC
|
||||
|
By:
|
OHCP GenPar II, L.P.
|
|||
|
its Managing Member
|
||||
|
By:
|
OHCP MGP II, LLC
|
|||
|
its General Partner
|
||||
|
Date: February 14, 2011
|
By:
|
/s/ John R. Monsky
|
||
|
Name: John R. Monsky
Title: Vice President
|
||||