Item 8.01 Other Events.
On September 29, 2020, Acadia Healthcare Company, Inc., a Delaware corporation
(the "Company"), announced the pricing of its previously announced offering (the
"Offering") of $475 million aggregate principal amount of 5.000% senior notes
due 2029 (the "Notes") in a private offering (the "Offering") to qualified
institutional buyers in the United States, as defined in Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and to certain
non-U.S. persons outside the United States in offshore transactions pursuant to
Regulation S under the Securities Act.
The Company intends to use the net proceeds from the Offering to prepay
outstanding borrowings under its existing Term Loan B facility Tranche B-3 and
for general corporate purposes, which may include additional debt repayment, and
to pay related fees and expenses in connection therewith.
On September 29, 2020, the Company also provided an update on the sale process
for its U.K. business, which was previously suspended due to the market dynamics
related to the COVID-19 pandemic. The Company announced that it has notified
potential buyers that it will shortly relaunch the formal sale process of its
U.K. business.
On September 29, 2020, the Company issued a press release to announce the launch
of the Offering. A copy of the press release is filed hereto as Exhibit 99.1 and
is incorporated by reference herein.
On September 29, 2020, the Company issued a press release to announce the
pricing of the Notes. A copy of the press release is filed hereto as
Exhibit 99.2 and is incorporated by reference herein.
On September 29, 2020, the Company issued a press release to announce an update
regarding the sale of its U.K. business. A copy of the press release is filed
hereto as Exhibit 99.3 and is incorporated by reference herein.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K and the exhibits hereto contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. 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 press 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. The forward-looking statements contained in this Current Report on
Form 8-K include statements related to the Offering and the use of proceeds
therefrom. Factors that may cause actual results to differ materially include,
without limitation, (i) the impact of the COVID-19 pandemic, including, without
limitation, disruption to the U.S. and U.K. economies and financial markets;
reduced admissions and patient volumes; increased costs relating to labor,
supply chain and other expenditures; and difficulty in collecting patient
accounts receivable due to increases in the unemployment rate and the number of
underinsured and uninsured patients; (ii) potential difficulties operating our
business in light of political and economic instability in the U.K. and globally
relating to the U.K.'s departure from the European Union; (iii) the impact of
fluctuations in foreign exchange rates, including the devaluation of the British
Pound Sterling (GBP) relative to the U.S. Dollar (USD); (iv) the Company's
efforts to sell its U.K. operations may not result in any definitive transaction
or enhance stockholder value; (v) potential difficulties in successfully
integrating the operations of acquired facilities or realizing the expected
benefits and synergies of our acquisitions, joint ventures and de novo
transactions; (vi) the Company's ability to add beds, expand services, enhance
marketing programs and improve efficiencies at its facilities; (vii) potential
reductions in payments received by the Company from government and third-party
payors; (viii) the occurrence of patient incidents, governmental investigations
and adverse regulatory actions, which could adversely affect the price of our
common stock and result in substantial payments and incremental regulatory
burdens; (ix) the risk that the Company may not generate sufficient cash from
operations to service its debt and meet its working capital and capital
expenditure requirements; and (x) potential operating difficulties, labor costs,
client preferences, , changes in competition and general economic or industry
conditions that may prevent the Company from realizing the expected benefits of
its business strategies. These factors and others are more fully described in
the Company's Annual Report on Form 10-K for the year ended December 31, 2019,
its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020
and subsequent periodic reports and other filings with the SEC.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release of Acadia Healthcare Company, Inc., dated
September 29, 2020
99.2 Press Release of Acadia Healthcare Company, Inc., dated
September 29, 2020
99.3 Press Release of Acadia Healthcare Company, Inc., dated September
29, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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ACADIA HEALTHCARE COMPANY, INC. 
