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): March 7, 2012 (March 1, 2012)
Acadia Healthcare Company, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-35331 | 46-2492228 | ||
| (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)
(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 1.01. Entry into a Material Definitive Agreement.
On March 1, 2012, Acadia Healthcare Company, Inc. (“Acadia”) amended its senior secured credit facility, dated July 12, 2011, by and among Acadia, Bank of America, NA (as Administrative Agent, Swing Line Lender and L/C Issuer) and the lenders listed therein, as amended (the “Senior Credit Facility”). The amendment provides an incremental $25.0 million of term loans and increases the revolving credit facility by $45.0 million, from $30.0 million to $75.0 million. Acadia used the incremental term loans of $25.0 million and a $5.0 million borrowing under the revolving credit facility to partially fund the acquisition of three behavioral health care facilities (the “Haven Facilities”) from Haven Behavioral Healthcare Holdings, LLC (“Haven”) on March 1, 2012. As of March 6, 2012, Acadia has approximately $70 million of availability under its revolving line of credit. The amended term loans require quarterly principal payments of $2.0 million for March 31, 2012 to March 31, 2013, $4.0 million for June 30, 2013 to March 31, 2014, $5.0 million for June 30, 2014 to March 31, 2015, and $6.0 million for June 30, 2015 to December 31, 2015, with the remaining principal balance due on the maturity date of April 1, 2016.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 1, 2012, Acadia completed the acquisition of the Haven Facilities with a combined 166 licensed beds for $91.0 million of cash consideration using the net proceeds from the December 2011 sale of Acadia common stock and borrowings under the Senior Credit Facility. The parties consummated the acquisition pursuant to a Membership Interest Purchase Agreement, dated as of December 30, 2011, among Haven, Haven Behavioral Healthcare, Inc. and Hermitage Behavioral, LLC, a Delaware limited liability and wholly-owned subsidiary of Acadia. The Haven Facilities are located in Tucson, Arizona, Wichita Falls, Texas, and Ada, Oklahoma.
The press release dated March 5, 2012 is filed as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses Acquired |
To the extent required, Acadia will file by amendment to this Current Report on Form 8-K the historical financial information provided by this Item 9.01(a) within 71 calendar days of the date on which this Current Report on Form 8-K is required to be filed.
| (b) | Pro Forma Financial Information |
To the extent required, Acadia will file by amendment to this Current Report on Form 8-K the pro forma financial information provided by this Item 9.01(b) within 71 calendar days of the date on which this Current Report on Form 8-K is required to be filed.
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99 |
Press Release of Acadia Healthcare Company, Inc., dated March 5, 2012 | |
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: March 7, 2012 | By: | /s/ Christopher L. Howard | ||||
| Christopher L. Howard | ||||||
| Executive Vice President and General Counsel | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99 |
Press Release of Acadia Healthcare Company, Inc., dated March 5, 2012 | |
Exhibit 99
Contact:
Brent Turner
Co-President
(615) 861-6000
Acadia Healthcare Completes Previously Announced Acquisition of
Three Acute Inpatient Psychiatric Facilities with 166 Beds
Increases Senior Secured Credit Facility by $70 Million
FRANKLIN, Tennessee, March 5, 2012 — Acadia Healthcare Company, Inc. (NASDAQ: ACHC) today announced that it has completed the previously announced acquisition of three inpatient psychiatric hospitals from Haven Behavioral Healthcare for $91 million in cash. The facilities, with an aggregate of 166 acute inpatient psychiatric beds and total revenues of $43.4 million for the 12 months ended December 31, 2011, are located in Tucson, Arizona, Wichita Falls, Texas, and Ada, Oklahoma, which is our first facility in Oklahoma.
“This transaction is representative of continuing opportunities we see in the inpatient behavioral health industry, both to acquire selective, high quality facilities with outstanding teams that are leaders in their markets and to expand these facilities through the addition of new beds, enhanced marketing and a broader range of services,” remarked Joey Jacobs, Chairman and Chief Executive Officer of Acadia. “We expect these facilities to produce incremental annualized earnings for Acadia of approximately $0.20 to $0.22 per diluted share, while improving our payor mix through increased acute psychiatric revenue and increasing our geographic revenue diversification.”
Acadia also announced a $70 million expansion of its senior secured credit facility, which matures April 1, 2016. The increase consisted of a $25 million addition to facility’s term loan, which now has a principal balance of approximately $155 million, and a $45 million addition to the facility’s revolving line of credit to a total of $75 million. Availability under the revolving line of credit is now approximately $70 million.
Risk Factors
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. We do 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 and our future results could differ significantly from those expressed or implied by our forward-looking statements. Factors that may cause actual results to differ materially include, without limitation, (i) Acadia’s ability to complete acquisitions and successfully integrate the operations of the facilities to be acquired; (ii) potential reductions in payments received by Acadia from the government and third-party payors; (iii) the risk that Acadia may not generate sufficient cash from operations to service its debt and meet its working capital and
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ACHC Completes Previously Announced Acquisition
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March 5, 2012
capital expenditure requirements; and (iv) potential operating difficulties, client preferences, changes in competition and general economic or industry conditions that may prevent Acadia from realizing the expected benefits of the transaction. These factors and others are more fully described in Acadia’s periodic reports and other filings with the SEC.
About Acadia
Acadia is a provider of inpatient behavioral health care services. Acadia operates a network of 32 behavioral health facilities with over 2,100 licensed beds in 19 states. 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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