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 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, including Zip Code)
615-861-6000
(Registrant’s telephone number, including area code)
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:
| ¨ | 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 7.01. Regulation FD Disclosure.
On April 30, 2012, Acadia Healthcare Company, Inc. (the “Company”) issued a press release announcing the offering of 8,261,509 shares of its common stock, of which 8,250,000 shares of common stock will be offered by the Company and 11,509 shares of common stock will be offered by a selling stockholder. In addition, the Company has granted the underwriters of the offering an option to purchase an additional 1,237,500 shares of common stock to cover over-allotments. The press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.l | Press Release of Acadia Healthcare Company, Inc., dated April 30, 2012. | |
2
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. | ||||||
| By: | /s/ Christopher L. Howard | |||||
| Christopher L. Howard | ||||||
| Executive Vice President, General Counsel | ||||||
Date: May 1, 2012
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Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press Release of Acadia Healthcare Company, Inc., dated April 30, 2012. | |
1
Exhibit 99.1
Contact:
Brent Turner
Co-President
(615) 861-6000
Acadia Healthcare Announces Follow-On Offering of 8,261,509 Shares
of Common Stock Date
FRANKLIN, Tenn. – April 30, 2012 – Acadia Healthcare Company, Inc. (NASDAQ: ACHC) today announced a follow-on offering of 8,261,509 shares of its common stock. The Company will be offering 8,250,000 shares of common stock and a selling stockholder will be offering 11,509 shares of common stock. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 1,237,500 shares of common stock.
Acadia intends to use the proceeds from this offering principally to fund its acquisition strategy. To the extent not used for acquisitions, the Company plans to use the proceeds for general corporate purposes and in addition, may use the proceeds to repay debt under its senior secured credit facility and senior notes. Acadia will not receive any proceeds from the sale of shares by the selling stockholder.
Citigroup, BofA Merrill Lynch and Jefferies & Company, Inc. are acting as joint bookrunners for the offering, and Raymond James & Associates, Inc., RBC Capital Markets, LLC and Avondale Partners, LLC are acting as co-managers. The offering will be made only by means of a written prospectus, copies of which may be obtained by contacting: Citigroup, Attention: Prospectus Department, Brooklyn Army Terminal, 140 East 58th Street, 8th Floor, Brooklyn, NY 11220 or telephone: (800) 831-9146 or email: BATProspectusdept@citi.com; BofA Merrill Lynch, Attn: Prospectus Department, 4 World Financial Center, New York, NY 10080 or email: dg.prospectus_requests@baml.com; or from Jefferies & Company, Inc., 520 Madison Ave., 12th Floor, New York, NY 10022, Attn: Equity Syndicate Prospectus Department or telephone (877) 547-6340 or email Prospectus_Department@Jefferies.com.
A registration statement relating to shares of the common stock of Acadia Healthcare Company, Inc. has been filed with the Securities and Exchange Commission, but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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ACHC Announces Follow-On Offering of 8,261,509 Shares of Common Stock Date
Page 2
April 30, 2012
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 and Acadia’s future results could differ significantly from those expressed or implied by the forward-looking statements.
About Acadia
Acadia is a provider of inpatient behavioral health care services. Acadia operates a network of 33 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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