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): May 11, 2015
Acadia Healthcare Company, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-35331 | 45-2492228 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 830 Crescent Centre Drive, Suite 610 Franklin, Tennessee |
37067 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(615) 861-6000
(Registrant’s Telephone Number, including Area Code)
Not Applicable
(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 (see General Instruction A.2. below):
| ¨ | 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 8.01. | Other Events. |
As previously reported, Acadia entered into an underwriting agreement, dated May 5, 2015 (the “Underwriting Agreement”), with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Jefferies LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters), in connection with the sale by Acadia of an aggregate of 4,500,000 shares (the “Firm Shares”) of Acadia’s common stock, par value $0.01 per share (“Common Stock”), at a public offering price of $66.50 per share (the “Public Offering Price”). Pursuant to the Underwriting Agreement, Acadia granted the Underwriters a 30-day option to purchase an aggregate of up to an additional 675,000 shares of Common Stock (the “Option Shares”) at the Public Offering Price.
On May 7, 2015, the Underwriters exercised their option to purchase all of the Option Shares.
The sale of the Firm Shares and the Option Shares was completed on May 11, 2015. The net proceeds to Acadia, after underwriting discounts and commissions and estimated offering expenses, was approximately $331.1 million. Acadia intends to use the net proceeds to repay the outstanding indebtedness on the senior secured revolving line of credit under its amended and restated senior credit agreement, to fund its acquisition activity and for general corporate purposes.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99 | Press release, dated May 11, 2015. | |
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.
| ACADIA HEALTHCARE COMPANY, INC. | ||||||
| Date: May 11, 2015 | By: | /s/ Christopher L. Howard | ||||
| Christopher L. Howard | ||||||
| Executive Vice President, Secretary and General Counsel | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99 | Press release, dated May 11, 2015. | |
Exhibit 99
Contact:
Brent Turner
President
(615) 861-6000
Acadia Healthcare Announces Closing of Equity Offering and
Underwriters’ Exercise of Option to Purchase Additional Shares
FRANKLIN, Tenn. – May 11, 2015 – Acadia Healthcare Company, Inc. (“Acadia” or the “Company”) (NASDAQ: ACHC) today announced the completion of an underwritten public offering of 5,175,000 shares of Acadia’s common stock. Included in the shares are 675,000 shares sold by Acadia pursuant to the underwriters’ exercise in full of their option to purchase additional shares of common stock.
The shares of common stock were sold at a public offering price of $66.50 per share, for net proceeds to Acadia of approximately $331.1 million, after underwriting discounts and commissions and estimated offering expenses. Acadia intends to use the proceeds from the offering to repay outstanding indebtedness on the revolving line of credit under its existing amended and restated senior credit agreement, to fund its acquisition activity and for general corporate purposes.
BofA Merrill Lynch, Jefferies and UBS Investment Bank acted as joint book-running managers for the offering, and Citigroup, Raymond James, RBC Capital Markets, Avondale Partners, Baird and Craig-Hallum Capital Group acted as co-managers. The shares of common stock were offered pursuant to the Company’s shelf registration statement on file with the Securities and Exchange Commission. The offering was made solely by means of a prospectus supplement and accompanying prospectus, copies of which may be obtained by contacting: (i) BofA Merrill Lynch, 222 Broadway, New York, New York 10038, Attn: Prospectus Department or by e-mail at dg.prospectus_requests@baml.com; (ii) Jefferies, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, by telephone at (877) 547-6340 or by e-mail at prospectus_department@jefferies.com; or (iii) UBS Investment Bank, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, or by telephone at (888) 827-7275.
This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
Forward-Looking Statements
This news release contains forward-looking statements. Generally words such as “may,” “will,” “should,” “could,” “anticipate,” “expect,” “intend,” “estimate,” “plan,” “continue,” and “believe” or the negative of or other variation on these and other similar expressions identify forward-looking statements. These forward-looking statements are made only as of the date of this news release. The Company does not undertake to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements are based on current expectations and involve risks and uncertainties.
About Acadia
Acadia is a provider of inpatient behavioral healthcare services. Acadia operates a network of 208 behavioral healthcare facilities with approximately 8,600 beds in 37 states, the United Kingdom and Puerto Rico. Acadia provides psychiatric and chemical dependency services to its patients in a variety of settings, including inpatient psychiatric hospitals, residential treatment centers, outpatient clinics and therapeutic school-based programs.
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