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): January 12, 2016 (January 8, 2016)
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.) |
6100 Tower Circle, Suite 1000, Franklin, Tennessee 37067
(Address of Principal Executive Offices)
(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 Healthcare Company, Inc. (“Acadia”) entered into an underwriting agreement, dated January 6, 2016 (the “Underwriting Agreement”), with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Jefferies LLC, as underwriters (together, the “Underwriters”), in connection with the sale by Acadia (the “Offering”) of an aggregate of 10,000,000 shares of Acadia’s common stock, par value $0.01 per share (“Common Stock”), at a public offering price of $61.00 per share. Pursuant to the Underwriting Agreement, Acadia granted the Underwriters a 30-day option to purchase an aggregate of up to an additional 1,500,000 shares of Common Stock (the “Underwriters’ Option”). On January 8, 2016, the Underwriters exercised in full the Underwriters’ Option.
The sale of 11,500,000 shares of Common Stock was completed on January 12, 2016. The total net proceeds from the Offering, after underwriting discounts and commissions and estimated offering expenses, was approximately $683.5 million. Acadia intends to use the net proceeds from the Offering to fund its acquisition strategy, particularly to fund a portion of the purchase price for its planned acquisition of the Priory Group and the fees and expenses related to the transaction. Of the net proceeds, approximately $89.2 million resulting from the Underwriters’ exercise in full of the Underwriters’ Option will be paid to certain shareholders of the Priory Group at closing of the acquisition and will reduce the number of shares of Common Stock to be issued to such shareholders from 5,533,561 shares to 4,033,561 shares.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99 | Press release, dated January 12, 2016 | |
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: January 12, 2016 | By: | /s/ Christopher L. Howard | ||||
| Christopher L. Howard | ||||||
| Executive Vice President, Secretary and General Counsel | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99 | Press release, dated January 12, 2016 | |
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. - January 12, 2016 — Acadia Healthcare Company, Inc. (NASDAQ: ACHC) (“Acadia” or the “Company”) today announced the completion of an underwritten public offering of 11,500,000 shares of Acadia’s common stock. Included in the shares are 1,500,000 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 $61.00 per share, for net proceeds to Acadia of approximately $683.5 million, after underwriting discounts and commissions and estimated offering expenses. Acadia intends to use the net proceeds from the offering to fund its acquisition strategy, particularly to fund a portion of the purchase price for its planned acquisition of the Priory Group and the fees and expenses related to the transaction. Of the net proceeds, approximately $89.2 million resulting from the underwriters’ exercise in full of their option to purchase additional shares will be paid to certain shareholders of the Priory Group at closing of the acquisition and will reduce the number of shares of Acadia common stock to be issued to such shareholders from 5,533,561 shares to 4,033,561 shares.
BofA Merrill Lynch and Jefferies LLC acted as joint book-running managers for the offering. 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 or (ii) Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by e-mail at Prospectus_Department@Jefferies.com or by telephone at (877) 821-7388.
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
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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 258 behavioral healthcare facilities with more than 9,900 beds in 39 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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