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): August 12, 2015 (August 10, 2015)

 

 

AAC HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Nevada   001-36643   35-2496142

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

115 East Park Drive, Second Floor

Brentwood, Tennessee

(Address of Principal Executive Offices)

 

37027

(Zip Code)

(615) 732-1231

(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:

 

¨ 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 2.01. Completion of Acquisition or Disposition of Assets.

On August 10, 2015, AAC Holdings, Inc., a Nevada corporation (the “Company”), through American Addiction Centers, Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“AAC”), and Oxford Treatment Center, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of the Company (the “Buyer”), completed the acquisition of substantially all of the assets of The Oxford Centre, Inc., a Mississippi corporation (“The Oxford Centre”) and BHR Oxford Real Estate, LLC, a Delaware limited liability company (“BHR”), acquired certain real property from River Road Management, LLC, a Mississippi limited liability company (“RRM”) (collectively, “The Oxford Centre Acquisition”), in exchange for an aggregate of approximately $35,000,000 in cash, upon the terms and subject to the conditions contained in that certain Asset Purchase Agreement dated May 12, 2015, as amended, among AAC, Buyer, BHR, The Oxford Centre and RRM, which was previously announced and disclosed in the Company’s Current Report on Form 8-K that was filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2015. The Oxford Centre is a Mississippi-based provider of substance abuse treatment and rehabilitation services, including a 76-bed inpatient substance abuse treatment facility in Etta, Mississippi.

The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement. A copy of the Asset Purchase Agreement is incorporated herein by reference as Exhibit 2.1 .

The Company will file with the SEC the financial statements and pro forma financial information required to be filed as a result of The Oxford Centre Acquisition pursuant to Rule 3-05 of Regulation S-X and Article 11 of Regulation S-X within 71 days of the date on which this Current Report on Form 8-K was required to be filed with the SEC.

Item 7.01. Regulation FD Disclosure.

On August 10, 2015, the Company issued a press release announcing the acquisition of substantially all of the assets of The Oxford Centre and certain real property of RRM. A copy of the press release is furnished as  Exhibit 99.1  hereto.

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits .

 

  2.1*    Asset Purchase Agreement, dated May 12, 2015, by and among American Addiction Centers, Inc., Oxford Treatment Center, LLC, The Oxford Centre, Inc. and River Road Management, LLC (previously filed as Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-36643), filed on August 3, 2015 and incorporated herein by reference).
  2.2*    Amendment to the Asset Purchase Agreement, dated August 10, 2015, by and among American Addiction Centers, Inc., Oxford Treatment Center, LLC, BHR Oxford Real Estate, LLC, The Oxford Centre, Inc. and River Road Management, LLC.
99.1    Press Release dated August 10, 2015
*    Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. AAC Holdings, Inc. hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

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.

 

AAC HOLDINGS, INC.
By:  

 /s/ Michael T. Cartwright

  Michael T. Cartwright
  Chief Executive Officer and Chairman

Date: August 12, 2015

EXHIBIT INDEX

 

No.

  

Exhibit

  2.1*    Asset Purchase Agreement, dated May 12, 2015, by and among American Addiction Centers, Inc., Oxford Treatment Center, LLC, The Oxford Centre, Inc. and River Road Management, LLC (previously filed as Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-36643), filed on August 3, 2015 and incorporated herein by reference).
  2.2*    Amendment to the Asset Purchase Agreement, dated August 10, 2015, by and among American Addiction Centers, Inc., Oxford Treatment Center, LLC, BHR Oxford Real Estate, LLC, The Oxford Centre, Inc. and River Road Management, LLC.
99.1    Press Release dated August 10, 2015
*    Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. AAC Holdings, Inc. hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

Exhibit 2.2

AMENDMENT TO THE ASSET PURCHASE AGREEMENT

This AMENDMENT TO THE ASSET PURCHASE AGREEMENT (“Amendment”) is entered into this 10th day of August, 2015 (“Effective Date”), by and among AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (the “Parent”), OXFORD TREATMENT CENTER, LLC, a Delaware limited liability company (the “Company”), BHR OXFORD REAL ESTATE, LLC, a Delaware limited liability company (“BHR”), and THE OXFORD CENTRE, INC., a Mississippi corporation, and RIVER ROAD MANAGEMENT, LLC, a Mississippi limited liability company (collectively, the “Seller”). The Parent, Company, BHR and Seller are collectively referred to herein as the “Parties.”

A. On May 12, 2015, Seller, the Parent and the Company entered into that certain asset purchase agreement (“Agreement”) for the purchase and sale of certain assets by the Seller, including that certain real property and those certain improvements thereon located at 297 County Road 244, Etta, Mississippi 38627 (“Real Property”), which is more particularly described in Exhibit A attached hereto and incorporated herein by this reference;

B. The Parties now desire that BHR be the purchaser of the Real Property and the Real Property only;

C. Pursuant to Section 11.1 of the Agreement, the provisions of the Agreement may not be changed, modified, waived or altered except by an agreement in writing signed by the party entitled to the benefit of the provision(s) to be waived; and

D. The Parties desire to amend the Agreement as set forth in this Amendment.

For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree to the following terms and conditions.

1. Purchaser . The Parties hereby agree that the Real Property shall be transferred to BHR at Closing. Further, as of the Effective Date, BHR shall have all of the right, title and interest of the Company in and to the Agreement as it relates to the Real Property, but shall have no obligations of the Company under the Agreement. The Partiers further acknowledge and agree that nothing contained in this Amendment shall release the Parent or the Company from any of their respective obligations under the Agreement with respect to the Real Property or otherwise.

2. Capitalized Terms . Any capitalized terms that are not otherwise defined herein shall have the meaning set forth in the Agreement.

3. Full Force and Effect . Except as modified herein, the Agreement shall remain in full force and effect.

4. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. Facsimiles or electronic copies shall be deemed originals.

[SIGNATURES ON FOLLOWING PAGE.]

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the Effective Date.

 

PARENT:     COMPANY:
AMERICAN ADDICTION CENTERS, INC.,     OXFORD TREATMENT CENTER, LLC,
a Nevada corporation     a Delaware limited liability company
By:  

 /s/ Michael T. Cartwright

    By:  

 /s/ Michael T. Cartwright

  Michael Cartwright, Chairman and CEO       Michael Cartwright, Chairman
BHR:     SELLER:
BHR OXFORD REAL ESTATE, LLC,     THE OXFORD CENTRE, INC.,
a Delaware limited liability company     a Mississippi corporation
By:  

 /s/ Michael T. Cartwright

    By:  

 /s/ Billy Young

  Michael Cartwright, Chairman       Billy Young, President and CEO
      RIVER ROAD MANAGEMENT, LLC,
      a Mississippi limited liability company
      By:  

 /s/ Billy Young

        Billy Young, Member

EXHIBIT A

TO THE AMENDMENT

LEGAL DESCRIPTION OF REAL PROPERTY

THIS PROPERTY IS A FRACTION OF THE SOUTH HALF OF SECTION 10, TOWNSHIP 7 SOUTH, RANGE 1 WEST, LAFAYETTE COUNTY, MISSISSIPPI. THIS FRACTION CONTAINS 106.360 ACRES , MORE OR LESS AND IS DESCRIBED IN MORE DETAIL AS FOLLOWS:

BEGINNING AT AN EXISTING 1/2” IRON PIN, SAID PIN BEING NORTH 88°48’11” EAST A DISTANCE OF 985.76 FEET FROM AN EXISTING 1/2” IRON PIN BEING ACCEPTED AS THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 10, RUN THENCE NORTH 00°44’58” WEST A DISTANCE OF 3197.76 FEET TO AN EXISTING 1/2” IRON PIN ON THE SOUTH RIGHT OF WAY OF COUNTY ROAD #244; THENCE SOUTH 60°18’08” EAST ALONG SAID RIGHT OF WAY A RADIUS CURVE TO THE LEFT; THENCE ALONG SAID RIGHT OF WAY CURVE AN ARC LENGTH OF 482.22 FEET WITH A CHORD BEARING OF SOUTH 69°13’12” EAST WITH A CHORD LENGTH OF 480.28 FEET, TO A POINT; THENCE SOUTH 78°08’16” EAST ALONG SAID RIGHT OF WAY A DISTANCE OF 698.20 FEET TO A 1/2” IRON PIN SET; THENCE SOUTH 00°44’58” EAST LEAVING SAID RIGHT OF WAY A DISTANCE OF 2562.60 FEET TO A 1/2” IRON PIN SET; THENCE SOUTH 89°15’40” WEST A DISTANCE OF 1650.00 FEET TO THE POINT OF BEGINNING.

 

A-1

Exhibit 99.1

 

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Investor Contact:

Tripp Sullivan

SCR Partners

(615) 760-1104

IR@contactAAC.com

 

 

AAC Holdings Completes Acquisition of The Oxford Centre for $35 Million

BRENTWOOD, Tenn. – (August 10, 2015) AAC Holdings, Inc. (NYSE: AAC), completed the previously announced acquisition of The Oxford Centre, Inc. and its affiliates, for $35.0 million in cash. The acquisition, which required AAC receiving licensure in Mississippi, was funded with cash on hand and borrowings pursuant to the Company’s $125.0 million credit facility.

“The Oxford Centre’s approach to treatment and passion for delivering quality clinical care aligns perfectly with our corporate values and desire for creating a premium national brand in this industry,” noted Michael Cartwright, Chairman and Chief Executive Officer of AAC Holdings. “With the addition of 24 new beds earlier this year at Oxford’s residential campus and the three outpatient centers expanding our outpatient platform into a new state, we expect this added capacity and treatment options to help us meet the growing demand for care. We are excited to have Billy Young, Dr. Tom Fowlkes and all the good people at Oxford join our team.”

The Oxford Centre operates a 76-bed residential facility located on a secluded, 110-acre campus in Etta, Miss., which is 65 miles southwest of Memphis, Tenn., and three outpatient treatment locations in Oxford, Tupelo and Olive Branch, Mississippi. The Oxford Centre generated revenue of approximately $12.2 million and adjusted EBITDA of approximately $5.6 million for the year ended December 31, 2014.

“We have now increased our national footprint from 487 beds at the end of the third quarter of 2014 to 663 active beds today and over 500 beds in our pipeline,” added Cartwright. “We are committed to clinical excellence that includes effective programming, experienced and caring staff, premium facilities, exceptional service and outcome studies.”

 

  

 

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About American Addiction Centers

American Addiction Centers is a leading provider of inpatient substance abuse treatment services. We treat adults as well as adolescents who are struggling with drug addiction, alcohol addiction, and co-occurring mental/behavioral health issues. We operate 16 substance abuse treatment facilities and one mental health facility specializing in binge eating disorders. Located throughout the United States, these facilities are focused on delivering effective clinical care and treatment solutions. For more information, please find us at AmericanAddictionCenters.com or follow us on Twitter @AAC_Tweet .

Forward Looking Statements

This release 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 release. 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 AAC Holdings, Inc.’s (collectively with its subsidiaries; “Holdings” or the “Company”) possible or assumed future results of operations, including descriptions of Holdings’ revenues, 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) our inability to operate our facilities; (ii) our reliance on our sales and marketing program to continuously attract and enroll clients; (iii) a reduction in reimbursement rates by certain third-party payors for inpatient and outpatient services and point of care and definitive lab testing; (iv) our failure to successfully achieve growth through acquisitions and de novo expansions; (v) uncertainties regarding the timing of the closing of pending acquisitions; (vi) our failure to achieve anticipated financial results from contemplated acquisitions; (vii) the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the acquisitions; (viii) a disruption in our ability to perform diagnostic drug testing services; (ix) maintaining compliance with applicable regulatory authorities, licensure and permits to operate our facilities and lab; (x) a disruption in our business related to the recent indictment of certain of our subsidiaries and current and former employees; (xi) our inability to integrate newly acquired facilities; and (xii) general economic conditions, as well as other risks discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K, and other filings with the Securities and Exchange Commission. As a result of these factors, we cannot assure you that the forward-looking statements in this release will prove to be accurate. Investors should not place undue reliance upon forward looking statements.

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