Item 1.01 Entry into a Material Definitive Agreement.
On January 7, 2021, Acadia Healthcare Company, Inc., a Delaware corporation (the
"Company"), entered into a Share Purchase Agreement (the "SPA") with RemedcoUK
Limited, a company organized under the laws of England and Wales and owned by
funds managed or advised by Waterland Private Equity Fund VII (the "Purchaser"),
relating to the acquisition by the Purchaser from the Company of all of the
securities (the "Shares") issued by AHC-WW Jersey Limited, a private limited
liability company incorporated in Jersey and a subsidiary of the Company, which
constitutes the entirety of the Company's U.K. business operations, operated
under the Company's Priory Group business. The SPA provides that completion will
take place on January 19, 2021 (provided that the Company and the Purchaser may
mutually agree to set a different date for completion). The Company anticipates
that the sale will close in January 2021.
Pursuant to General Instruction B.3 of Form 8-K, the description of the SPA and
the sale included in the Company's Current Report on Form 8-K filed by the
Company on December 30, 2020 is hereby incorporated by reference into this Item
1.01. The description of the SPA is a summary only and is qualified in its
entirety by the full and complete terms of the SPA. The Company expects to file
the SPA as an exhibit to its Annual Report on Form 10-K for the year ended
December 31, 2020.
Cautionary Statement Regarding Forward-Looking Statements
Statements in this Current Report on Form 8-K and in any exhibits furnished or
filed herewith that relate to the Company's future plans, objectives,
expectations, performance, events and the like may constitute "forward-looking
statements" within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and
Section 21E of the Exchange Act. Forward-looking statements are statements that
are not historical facts and can be identified by the use of forward-looking
terminology such as "believe," "expect," "may," "will," "likely," "could,"
"should," "project," "could," "plan," "goal," "potential," "pro forma," "seek,"
"estimate," "intend" or "anticipate" or the negative thereof, and may include
statements regarding expected timing, purchase price, net proceeds, costs,
effects, plans, objectives, expectations or consequences of entry into the SPA,
the completion of the sale under the SPA and the use of proceeds therefrom and
statements about the expected benefits of the proposed sale and the impact of
the proposed sale on the Company's business, financial results, opportunities
and future plans. Such forward-looking statements are subject to a number of
risks and uncertainties that could cause actual results to differ materially
from those anticipated, including uncertainties regarding the completion of the
sale pursuant to the SPA, the Purchase Price, the Company's ability to achieve
intended benefits of the sale, the expected costs of the transaction and other
risks and uncertainties detailed in the Company's filings with the Securities
and Exchange Commission (the "SEC"), including under "Item 1A. Risk Factors" in
the Company's Annual Report on Form 10-K for the year ended December 31, 2019,
"Item 1A. Risk Factors" in the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2020 and the Company's subsequent filings with the
SEC. All forward-looking statements speak only as of the date hereof and are
based on current information, expectations and estimates and involve risks,
uncertainties, assumptions and other factors that are difficult to predict and
that could cause actual results and events to vary materially from what is
expressed in or indicated by the forward-looking statements. The Company assumes
no obligation to update any forward-looking statements to reflect events that
occur or circumstances that exist after the date on which they were made.
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