Acadia Healthcare Announces Pricing of $450 Million Senior Notes Due 2028 and Intention to Redeem Its 2021 Notes and 2022 Notes
11 June 2020 - 5:40AM
Business Wire
Acadia Healthcare Company, Inc. (NASDAQ: ACHC) (the “Company” or
“Acadia”) announced today the pricing of its previously announced
private offering (the “Offering”) of $450 million in aggregate
principal amount of its 5.500% senior notes due 2028 (the “Notes”).
The Offering is expected to close on June 24, 2020. The closing of
the Offering is subject to the satisfaction of customary and market
conditions.
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.
The Notes will bear interest at the rate of 5.500% per year.
Interest on the Notes will be payable semi-annually in arrears on
January 1 and July 1 of each year, commencing January 1, 2021. The
Notes will mature on July 1, 2028. The Notes were offered at a
price of 100% of the principal amount.
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.
The Notes have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), any state securities laws
or the securities laws of any other jurisdiction, and may not be
offered or sold in the United States, or for the benefit of U.S.
persons, except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities or blue sky laws.
Accordingly, the Notes were offered only to persons reasonably
believed to be “qualified institutional buyers,” as that term is
defined under Rule 144A of the Securities Act, or outside the
United States to non-“U.S. persons” in accordance with Regulation S
under the Securities Act.
A confidential offering memorandum for the Offering of the Notes
has been made available to such eligible persons. The Offering is
being conducted in accordance with the terms and subject to the
conditions set forth in such confidential offering memorandum.
This press release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. Any offer, or solicitation to buy, if at all, will be
made only by means of a confidential offering memorandum. This
press release does not constitute a notice to redeem the Existing
Notes.
About Acadia
Acadia is a leading provider of behavioral healthcare services.
As of March 31, 2020, Acadia operated a network of 588 behavioral
healthcare facilities with approximately 18,200 beds in 40 states,
the United Kingdom and Puerto Rico. Acadia provides behavioral
health and addiction treatment services to its patients in a
variety of settings, including inpatient psychiatric hospitals,
specialty treatment facilities, residential treatment centers and
outpatient clinics. Acadia also offers anyone in need of mental
health or addiction services a free, national behavioral health
crisis line at 1-833-TREATBH (873-2824).
Forward-Looking Information
This press 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 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) Acadia’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) Acadia’s efforts to sell its U.K. operations may not
result in any definitive transaction or enhance stockholder value,
if Acadia 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) Acadia’s ability to add beds, expand services,
enhance marketing programs and improve efficiencies at its
facilities; (viii) potential reductions in payments received by
Acadia 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) Acadia’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 Acadia 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 that may prevent Acadia from realizing the
expected benefits of its business strategies; and (xiii) the impact
of governmental investigations, regulatory actions and
whistleblower lawsuits. These factors and others are more fully
described in Acadia’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 March 31, 2020 and subsequent periodic
reports and other filings with the SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20200610005817/en/
Gretchen Hommrich Director, Investor Relations (615)
861-6000
Acadia Healthcare (NASDAQ:ACHC)
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