PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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☒
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be
filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
AAC Holdings, Inc. (the
Company
) has determined that it is not able to
file its Quarterly Report on Form 10-Q for the second quarter ended June 30, 2019 (the
Form 10-
Q
) by the prescribed due date without unreasonable effort or expense for the following reasons:
As previously disclosed, the Company
has been focused on operational improvements and running a strategic transaction process through
Cantor Fitzgerald & Co. (
Cantor
) to raise capital through sales of real estate and other assets through recapitalization and refinancing transactions, in order to improve its financial position and liquidity. Through the
Cantor process, the Company is engaged in discussions with numerous private equity funds, real estate investors and other third parties that have expressed interest in investing in the Company, its real estate and/or other assets.
The Company expects to report sequential improvements in revenue and adjusted EBITDA for the quarter ended June 30, 2019 and is engaged in
discussions with numerous interested capital sources, as described in more detail in the Current Report on Form 8-K and press release filed and furnished concurrently with this Form 12b-25. (Adjusted EBITDA is a non-GAAP financial measure and a
table reconciling this non-GAAP measure to the most directly comparable GAAP measure will be provided with the Companys reports on results of operations for Q2 2019.) The Company is also finalizing its goodwill analysis for purposes of its
quarterly report.
The Companys management has been, and continues to be, focused on ensuring compliance with the Companys
Credit Agreement, dated March 8, 2019, with Credit Suisse AG, as administrative agent and collateral agent, and the lenders party thereto (the
2019 Credit Facility
), and the Companys Amendment and Waiver No. 1 to Credit
Agreement, dated March 8, 2019, by and among the Company, Credit Suisse AG, as administrative agent and collateral agent, the required lenders party thereto and the other loan parties party thereto which amended that certain Credit Agreement, dated
June 30, 2017, as previously amended, by and among the Company, Credit Suisse AG, as administrative agent and collateral agent, and the lenders party thereto (collectively, the
2017 Credit Facility
and, together with the 2019
Credit Facility, the
Credit Facilities
). Certain events of default
have occurred under the Credit Facilities. The Companys management is currently engaged in discussions with its lenders regarding entrance into one or
more amendments to the Credit Facilities, forbearance agreements or both, which would address the Companys current liquidity, compliance with covenants and obligations and its strategic transaction process, among other matters.
Because these efforts have required a significant amount of managements time and attention that would otherwise be devoted to the
preparation of the Form 10-Q and because the Company believes that any amendments to the Credit Facilities, any forbearance agreements or both could materially affect the financial information and operational results presented in the Form 10-Q, the
Company is unable to file the Form 10-Q within the prescribed period of time without unreasonable effort or expense. The Company currently expects to file the Form 10-Q within the extension period of 5 calendar days as provided under Rule 12b-25
under the Securities Exchange Act of 1934, as amended.
Forward Looking Statements
This Form 12b-25 contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are
made only as of the date of this Form 12b-25. In some cases, you can identify forward-looking statements by terms such as anticipates, believes, could, estimates, expects, may,
potential, predicts, projects, should, will, would, and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain
these words. Forward-looking statements may include information concerning the Companys possible or assumed future results of operations, including descriptions of the Companys revenue, profitability, outlook and overall business
strategy. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results and performance to be materially different from the information contained in the forward-looking statements. These risks,
uncertainties and other factors include, without limitation: (i) the Companys inability to effectively operate its facilities; (ii) the Companys reliance on its sales and