Current Report Filing (8-k)
April 02 2018 - 5:03PM
Edgar (US Regulatory)
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 29, 2018
Acadia Healthcare Company, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-35331
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45-2492228
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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6100 Tower Circle, Suite 1000
Franklin, Tennessee
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37067
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(Address of Principal Executive Offices)
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(Zip Code)
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(615)
861-6000
(Registrants 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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01.
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Entry into a Material Definitive Agreement.
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On March 29, 2018, Acadia Healthcare
Company, Inc., a Delaware corporation (the Company), entered into a Third Refinancing Facilities
Amendment (the Amendment) to its Amended and Restated Credit Agreement, dated as of December 31, 2012 (as amended,
restated or otherwise modified to date, the Amended and Restated Credit Agreement). As of the execution date thereof, the Amendment replaces the existing Revolving Facility and Tranche A Term Loan with a new Revolving Facility and
Tranche A Term Loan, respectively. The Companys line of credit on its Revolving Facility remains at $500.0 million and the Amendment reduces the size of the Tranche A Term Loan from $400.0 million to $380.0 million to reflect
the current outstanding principal.
The Amendment reduces the Applicable Rate for the Revolving Facility and the Tranche A Term Loan by
amending the definition of Applicable Rate in the Amended and Restated Credit Agreement and replacing the table therein with:
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Pricing Tier
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Consolidated Leverage Ratio
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Eurodollar
Rate Loans
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Base Rate
Loans
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Commitment
Fee
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1
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< 3.50:1.0
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1.50
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%
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0.50
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%
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0.20
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%
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2
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> 3.50:1.0 but < 4.00:1.0
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1.75
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%
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0.75
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%
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0.25
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%
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3
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> 4.00:1.0 but < 4.50:1.0
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2.00
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%
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1.00
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%
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0.30
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%
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4
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> 4.50:1.0 but < 5.25:1.0
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2.25
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%
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1.25
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%
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0.35
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%
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5
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> 5.25:1.0
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2.50
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%
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1.50
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%
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0.40
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%
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The foregoing is only a summary of the material terms of the Amendment and does not purport to be complete,
and is qualified in its entirety by reference to the Amendment, a copy of which is attached to this Current Report on Form
8-K
as
Exhibit 10
and incorporated herein by reference.
Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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To the extent required, the information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
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10
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Third Refinancing Facilities
Amendment, dated March 29, 2018, to the Amended and Restated Credit Agreement, dated December
31, 2012 (as amended, restated or otherwise modified to date), by and among Bank of America, NA (Administrative Agent, Swing Line Lender and L/C Issuer) and the Company, the guarantors listed on the signature pages thereto, and the lenders listed on the
signature pages thereto.
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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.
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ACADIA HEALTHCARE COMPANY, INC.
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Date: April 2, 2018
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By:
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/s/ Christopher L. Howard
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Christopher L. Howard
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Executive Vice President, Secretary and General Counsel
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