On June 10, 2020, Acadia Healthcare Company, Inc., a Delaware corporation (the “Company”), announced the pricing of its previously announced offering (the “Offering”) of $450 million aggregate principal amount of 5.500% senior notes due 2028 (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, together with cash on hand, to redeem in full its outstanding 6.125% Senior Notes due 2021 (the “2021 Notes”) and 5.125% Senior Notes due 2022 (the “2022 Notes” and together with the 2021 Notes, the “Existing Notes”) and to pay related fees and expenses in connection therewith.
On June 10, 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 June 10, 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 June 10, 2020, the Company issued (i) a notice of conditional full redemption providing for the redemption in full of the Company’s outstanding 2021 Notes at a redemption price equal to 100.000% of the principal amount of the 2021 Notes, plus accrued and unpaid interest, if any, to, but not including, July 10, 2020 (the “Redemption Date”), and (ii) a notice of conditional full redemption providing for the redemption in full of the Company’s outstanding 2022 Notes at a redemption price equal to 100.000% of the principal amount of the 2022 Notes, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date. The redemption of the Existing Notes is conditioned upon the Company having received on or prior to the redemption date gross proceeds from the Offering of at least $450 million.
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 press release include statements related to the Offering, the use of proceeds therefrom and the redemption of the Existing Notes. Factors that may cause actual results to differ materially include, without limitation, (i) the impact of the COVID-19 pandemic; (ii) the Company’s ability to implement its business strategies in the U.S. and the U.K.; (iii) 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; (iv) the impact of fluctuations in foreign exchange rates, including the devaluation of the British Pound Sterling (GBP) relative to the U.S. Dollar (USD); (v) the Company’s efforts to sell its U.K. operations may not result in any definitive transaction or enhance stockholder value, if the Company decides to pursue such a transaction in the future; (vi) 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; (vii) the Company’s ability to add beds, expand services, enhance marketing programs and improve efficiencies at its facilities; (viii) potential reductions in payments received by the Company from government and commercial payors; (ix) 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; (x) the Company’s significant debt and the restrictive covenants contained therein and otherwise in its agreements, which may restrict its business and financing activities; (xi) 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; (xii) potential operating difficulties, labor costs, client preferences, laws and regulations, interpretations of accounting principles or recent tax legislation, changes in competition and general economic or industry conditions