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): May 20, 2016
Acadia Healthcare Company, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-35331 | 45-2492228 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 6100 Tower Circle, Suite 1000 Franklin, Tennessee |
37067 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(615) 861-6000
(Registrant’s 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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
As previously reported, on February 16, 2016, Acadia Healthcare Company, Inc. (“Acadia”) completed its acquisition of Priory Group No. 1 Limited (“Priory”). The purpose of this Current Report on Form 8-K is to file the following pro forma and historical financial information about Acadia and Priory, all of which are incorporated by reference herein:
Unaudited Pro Forma Condensed Combined Financial Information of Acadia and its Subsidiaries
| • | Unaudited Pro Forma Condensed Combined Statement of Operations for the fiscal year ended December 31, 2015 |
| • | Unaudited Pro Forma Condensed Combined Statement of Operations for the three months ended March 31, 2016 |
| • | Unaudited Pro Forma Condensed Combined Statement of Operations for the three months ended March 31, 2015 |
| • | Notes to Unaudited Pro Forma Condensed Combined Financial Information |
Priory Group No. 1 Limited Audited Consolidated Historical Financial Information
| • | Independent Auditors’ Report |
| • | Consolidated Income Statement for the years ended December 31, 2015, 2014 and 2013 |
| • | Consolidated Statement of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013 |
| • | Consolidated Balance Sheet as of December 31, 2015, 2014 and 2013 |
| • | Consolidated Statement of Cash Flows for the years ended December 31, 2015, 2014 and 2013 |
| • | Consolidated Statement of Changes in Equity for the years ended December 31, 2015, 2014 and 2013 |
| • | Notes to Consolidated Historical Financial Information |
The audited consolidated historical financial statements of Priory have been prepared and audited in accordance with the International Financial Reporting Standards as issued by the International Account Standards Board (“IFRS”). IFRS differs in certain respects from generally accepted accounting principles in the United States (“U.S. GAAP”). Priory has not prepared or reconciled, and does not currently intend to prepare or reconcile, its financial information and the accompanying notes thereto in accordance with U.S. GAAP.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 23 | Consent of PricewaterhouseCoopers, LLP, an independent accountant, with respect to the audited consolidated historical financial information of Priory | |
| 99.1 | Unaudited Pro Forma Condensed Combined Financial Information of Acadia and its subsidiaries | |
| 99.2 | Audited Consolidated Historical Financial Information of Priory | |
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.
| ACADIA HEALTHCARE COMPANY, INC. | ||||||
| Date: May 20, 2016 | By: | /s/ Christopher L. Howard | ||||
| Christopher L. Howard | ||||||
| Executive Vice President, Secretary and General Counsel | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 23 | Consent of PricewaterhouseCoopers, LLP, an independent accountant, with respect to the audited consolidated historical financial information of Priory | |
| 99.1 | Unaudited Pro Forma Condensed Combined Financial Information of Acadia and its subsidiaries | |
| 99.2 | Audited Consolidated Historical Financial Information of Priory | |