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): December 26, 2012 (December 24, 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 8.01. Other Events.
As previously reported, Acadia Healthcare Company, Inc., a Delaware corporation (“Acadia”), entered into an underwriting agreement, dated December 6, 2012 (the “Underwriting Agreement”), with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Jefferies & Company, Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), and the selling stockholders named therein (collectively, the “Selling Stockholders”) in connection with the sale by Acadia and the Selling Stockholders (the “Offering”) of an aggregate of 10,576,623 shares (the “Firm Shares”) of Acadia’s common stock, par value $0.01 per share (“Common Stock”), at a public offering price of $22.50 per share (the “Public Offering Price”). Pursuant to the Underwriting Agreement, Acadia and certain of the Selling Stockholders granted the Underwriters a 30-day option to purchase an aggregate of up to an additional 1,583,153 shares of Common Stock (the “Option Shares”), which includes up to 1,050,000 additional shares from Acadia and up to 533,153 additional shares from certain of the Selling Stockholders, at the Public Offering Price. The sale of the Firm Shares was completed on December 12, 2012.
On December 19, 2012, the Underwriters exercised their option to purchase all of the Option Shares, and the sale of the Option Shares was completed on December 24, 2012. The total net proceeds from the offering to Acadia, after underwriting discounts and commissions and estimated offering expenses, were approximately $173.0 million, including approximately $22.7 million from the exercise of the Underwriters’ option. Acadia intends to use the net proceeds principally to fund its acquisition strategy, particularly the planned acquisitions of Behavioral Centers of America, LLC and AmiCare Behavioral Centers, LLC, and otherwise for general corporate purposes, which may include the repayment of debt under Acadia’s senior secured credit facility. Acadia did not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders.
On December 26, 2012, Acadia issued a press release announcing the closing of the sale of the Option Shares. A copy of the press release is attached hereto as Exhibit 99 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit |
Description | |
| 99 | Press release of Acadia Healthcare Company, Inc., dated December 26, 2012 | |
SIGNATURE
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: December 26, 2012 | By: | /s/ Christopher L. Howard | ||||
| Christopher L. Howard | ||||||
| Executive Vice President, Secretary and General Counsel | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99 | Press release of Acadia Healthcare Company, Inc., dated December 26, 2012 | |
Exhibit 99
Contact:
Brent Turner
President
(615) 861-6000
Acadia Healthcare Announces Underwriters’ Exercise of Option to
Purchase Additional Shares
FRANKLIN, Tenn., - December 26, 2012 — Acadia Healthcare Company, Inc. (“Acadia” or the “Company”) (NASDAQ: ACHC) today announced the sale of additional shares of common stock pursuant to the underwriters’ exercise in full of their option to purchase additional shares related to the Company’s previously announced registered public offering of 10,576,623 shares that closed December 12, 2012. In exercising this option, the underwriters purchased an additional 1,050,000 shares of common stock from the Company and an additional 533,153 shares of common stock from certain of the selling stockholders, collectively, all at the public offering price less underwriting discounts and commissions.
Acadia received approximately $173.0 million in net proceeds from the offering, after deducting underwriting discounts and commissions and estimated expenses of the offering, including approximately $22.7 million from the exercise of the underwriters’ option. Acadia expects to use the net proceeds from the offering principally to fund its acquisition strategy, particularly the planned acquisitions of Behavioral Centers of America, LLC and AmiCare Behavioral Centers, LLC, and otherwise for general corporate purposes, which may include the repayment of debt under its senior secured credit facility. Acadia did not receive any proceeds from the sale of shares by the selling stockholders.
BofA Merrill Lynch, Citigroup and Jefferies & Company, Inc. acted as joint book-running managers for the offering, and RBC Capital Markets, Raymond James & Associates, Inc. and Avondale Partners, LLC acted as co-managers. The offering was made only by means of a written prospectus, copies of which may be obtained by contacting: BofA Merrill Lynch, 222 Broadway, New York, New York 10038, Attn: Prospectus Department or email: dg.prospectus_requests@baml.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (tel: 800-831-9146) or email: BATProspectusdept@citi.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. The shares of common stock were sold pursuant to the Company’s existing effective shelf registration statement on file with the Securities and Exchange Commission. The final prospectus may also be obtained on the Securities and Exchange Commission’s website at http://www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such 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 Underwriters’ Exercise of Option to Purchase Additional Shares
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December 26, 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 34 behavioral health facilities with approximately 2,500 licensed beds in 20 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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