8-K 1 a51991918.htm ACADIA HEALTHCARE COMPANY 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 30, 2019

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, including 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))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol |  | Name of each exchange on which registered
Common Stock, $0.01 par value |  | ACHC |  | NASDAQ Global Select Market

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 7.01. | Regulation FD Disclosure.

Acadia Healthcare Company, Inc. (the “Company”) intends to use the presentation, furnished as Exhibit 99.1 to this report, to present the results of its strategic review to investors and other interested parties on May 30, 2019.
The information in this Item 7.01, including the information in Exhibit 99.1 attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

Item 8.01. | Other Events.

On May 30, 2019, the Company will present the results of its strategic review of its business portfolio.
The strategic business review, which was conducted with the assistance of a third-party strategy consulting firm, included a detailed analysis of all business lines in the US and UK, with a focus on quality, growth and capital return.
The Company does not intend to comment further on the progress or status of the items identified by the strategic review unless the Company determines that further disclosure is appropriate or required by law.
The Company affirms the financial guidance for 2019 detailed in its April 30, 2019 earnings release.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K and related presentation contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statements that address future events, occurrences or results. In some cases, forward-looking statements can be identified by terminology such as “may,” “might,” “will,” “would,” “should,” “could” or the negative thereof. Generally, the words “anticipate,” “believe,” “continue,” “expect,” “intend,” “estimate,” “project,” “plan,” “guidance” and similar expressions identify forward-looking statements. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results could differ materially and adversely from these forward-looking statements.
The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. Although the Company believes that such expectations, assumptions, estimates and projections are reasonable, forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, many of which are outside of the Company’s control and could cause the Company’s actual results, performance or achievements to differ materially and adversely from any results, performance or achievements expressed or implied by such forward-looking statements.
Given these risks and uncertainties, undue reliance should not be placed on these forward-looking statements. These forward-looking statements are made only as of the date of this Current Report on Form 8-K. The Company does not undertake, and expressly disclaims, any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01. | Exhibits.

(d) Exhibits

| Exhibit No. | Description
| 99.1 | Update on Strategic Priorities and Initiatives — Conference Call

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 30, 2019 | By: | /s/ Christopher L. Howard
| Name: | Christopher L. Howard
| Title: | Executive Vice President, General Counsel and Secretary