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): January 27, 2016 (January 25, 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 1.01. Entry into a Material Definitive Agreement.

On January 25, 2016, Acadia Healthcare Company, Inc., a Delaware corporation (the “Company”), entered into a Ninth Amendment (the “Ninth Amendment”) to its Amended and Restated Credit Agreement, dated as of December 31, 2012 (as amended, restated or otherwise modified to date, the “Amended and Restated Credit Agreement”).

As of the execution date thereof, the Ninth Amendment, (i) added lenders subject to a Bail-in Action of a public administrative authority of any European Economic Area member country (an “EEA Resolution Authority”) to the definition of “Defaulting Lenders,” (ii) acknowledged lender liability may be subject to write-down from an EEA Resolution Authority, (iii) increased baskets for “Excluded Property” not required to be subject to a lien to include personal property of less than $500,000 located in a mortgaged building in a special flood hazard area, (iv) removed conditions on reallocating a Defaulting Lender’s participation obligations in letters of credit and swing line loans, subject to an EEA Resolution Authority, and (v) removed some restrictions on the terms of future Tranche A incremental facilities as they relate to Tranche B facilities.

Effective upon consummation of the previously announced acquisition of Priory Group No. 1 Limited, a leading provider of behavioral healthcare services in the United Kingdom (the “Acquisition”), the Ninth Amendment will also (i) loosen financial covenants to those levels further detailed below, (ii) further increase baskets for “Excluded Property” not required to be subject to a lien to include real property acquired after the Ninth Amendment date with a fair market value of $5.0 million or less and (iii) expand and loosen the permitted investment baskets to provide increased flexibility for the Company to invest in non-wholly owned subsidiaries, joint ventures and foreign subsidiaries, as further detailed below. The Company may now invest in foreign subsidiaries necessary to consummate permitted acquisitions. The Company may also invest in non-wholly owned subsidiaries and joint ventures up to 10.0% of the Company’s and the Company’s subsidiaries’ total assets in any consecutive four fiscal quarter period, and up to 12.5% of the Company’s and the Company’s subsidiaries’ total assets during the term of the Amended and Restated Credit Agreement. The Company may also invest in foreign subsidiaries that are not loan parties up to 10.0% of the Company’s and the Company’s subsidiaries’ total assets in any consecutive four fiscal quarter period, and up to 15.0% of the Company’s and the Company’s subsidiaries’ total assets during the term of the Amended and Restated Credit Agreement. The foregoing permitted investments are subject to an aggregate cap of 25.0% of the Company’s and the Company’s subsidiaries’ total assets in any consecutive four fiscal quarter period. Lastly, the catch-all basket for permitted investments was changed to 1.0% of the Company’s and the Company’s subsidiaries’ total assets as of the end of the most recently ended fiscal quarter.

If the Acquisition is consummated, the Company’s consolidated leverage ratio may not be greater than the following levels as of the end of each fiscal quarter listed below:

 

     March 31      June 30      September 30      December 31  

2015

     N/A         N/A         6.50x         6.00x   

2016

     6.75x         6.75x         6.75x         6.25x   

2017

     6.00x         6.00x         6.00x         5.50x   

2018

     5.50x         5.50x         5.50x         5.00x   


If the Acquisition is consummated, the secured leverage ratio may not be greater than the following levels as of the end of each fiscal quarter listed below:

 

September 30, 2015—September 30, 2016

     3.75x   

December 31, 2016 and each fiscal quarter thereafter

     3.50x   

The foregoing is only a summary of the material terms of the Ninth Amendment and does not purport to be complete, and is qualified in its entirety by reference to the Ninth Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10 and incorporated herein by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent required, the information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit
Number

  

Description

10    Ninth Amendment, dated January 25, 2016, to the Amended and Restated Credit Agreement, dated December 31, 2012 (as amended, restated or otherwise modified to date), by and among Bank of America, NA (Administrative Agent, Swing Line Lender and L/C Issuer) and the Company (f/k/a Acadia Healthcare Company, LLC), the guarantors listed on the signature pages thereto, and the lenders listed on the signature pages thereto.


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: January 27, 2016     By:  

/s/ Christopher L. Howard

      Christopher L. Howard
      Executive Vice President, Secretary and
      General Counsel


EXHIBIT INDEX

 

Exhibit
Number

  

Description

10    Ninth Amendment, dated January 25, 2016, to the Amended and Restated Credit Agreement, dated December 31, 2012 (as amended, restated or otherwise modified to date), by and among Bank of America, NA (Administrative Agent, Swing Line Lender and L/C Issuer) and the Company (f/k/a Acadia Healthcare Company, LLC), the guarantors listed on the signature pages thereto, and the lenders listed on the signature pages thereto.

Exhibit 10

NINTH AMENDMENT

THIS NINTH AMENDMENT (this “ Amendment ”) dated as of January 25, 2016 to the Credit Agreement referenced below is by and among ACADIA HEALTHCARE COMPANY, INC., a Delaware corporation (the “ Borrower ”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “ Administrative Agent ”).

W I T N E S S E T H

WHEREAS, revolving credit and term loan facilities have been extended to the Borrower pursuant to that certain Amended and Restated Credit Agreement dated as of December 31, 2012 (as amended, modified, supplemented, increased and extended from time to time, the “ Credit Agreement ”) by and among the Borrower, the Guarantors identified therein, the Lenders identified therein and the Administrative Agent; and

WHEREAS, the Borrower has requested certain modifications to the Credit Agreement and the Required Lenders, the Required Pro Rata Facilities Lenders and the Required Revolving Lenders have agreed to such modifications to the Credit Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms . Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.

2. Amendments to the Credit Agreement effective as of the date hereof . The following amendments shall become effective on the date hereof.

2.1. The following definitions are added to Section 1.01 in the appropriate alphabetical order:

Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

2.2. In clause (d) of the definition of Defaulting Lender in Section 1.01 the “or” between clauses (i) and (ii) is replaced with a comma and a new clause (iii) is inserted to read as follows:

or (iii) become the subject of Bail-in Action

2.3. In the definition of Excluded Property in Section 1.01 existing clause (k) is renumbered (l) and a new clause (k) is inserted to read as follows:

(k) personal property with an aggregate fair market value (as reasonably determined by the Borrower) of less than $500,000 located in a building (i) on a Mortgaged Property and (ii) in a special flood hazard area,

2.4. Section 2.15(b) is amended and restated to read as follows:

(b) Reallocation of Applicable Percentages to Reduce Fronting Exposure . All or any part of such Defaulting Lender’s participation in LIC Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject to Section 11.20 , no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation

2.5. In Section 2.16(i)(i) the phrase “and shall not be later than the earliest maturity date of any Tranche B Term Facility” is deleted.

2.6. In Section 2.16(i)(ii) the phrase “and shall not be longer than the remaining Weighted Average Life of any Tranche B Term Facility” is deleted.

2.7. A new Section 6.27 is inserted to read as follows:

6.27 EEA Financial Institution .

Neither the Borrower nor any of its Subsidiaries are an EEA Financial Institution.

2.8. Section 8.02(g) is amended in its entirety to read as follows:

(g) Permitted Acquisitions and investments in Foreign Subsidiaries consisting of the acquisition consideration necessary to consummate such Permitted Acquisition;

 

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2.9. A new Section 11.20 is inserted in the Credit Agreement to read as follows:

11.20. Acknowledgement and Consent to Bail-In of EEA Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

3. Amendments to the Credit Agreement effective on the Ninth Amendment Effective Date . The following amendments shall become effective only upon the occurrence of the Ninth Amendment Effective Date (defined below).

3.1. The following definition is added to Section 1.01 in the appropriate alphabetical order:

Ninth Amendment Effective Date ” means the date the “Closing Date” occurs as defined in that Certain Sale and Purchase Deed, dated as of December 31, 2015 among Whitewell UK Investments 1 Limited, as purchaser, the Borrower, as purchaser guarantor and the sellers identified on schedule 1 thereto and Appleby Trust (Jersey) Limited, as trustee of the Priory Equity Plan Employee Trust.

3.2. In clause (a) of the definition of Excluded Property in Section 1.01 the “and” between clauses (i) and (ii) is replaced with a comma and a new clause (iii) is inserted to read as follows:

and (iii) with respect to any real property acquired by any Loan Party after the effective date of the Ninth Amendment to this Agreement, $5,000,000,

 

3


3.3. Sections 8.02(m), (n) and (o) are amended in their entirety to read as follows:

(m) Investments in non-Wholly Owned Subsidiaries and joint ventures, in each case which are not Loan Parties, in an aggregate amount (as of the date such Investment is made) not to exceed (i) in any period of four consecutive fiscal quarters, 10% of total assets of the Borrower and its Subsidiaries on a consolidated basis as of the end of the fiscal quarter most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b)  and (ii) during the term of this Agreement, 12.5% of total assets of the Borrower and its Subsidiaries on a consolidated basis as of the end of the fiscal quarter most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) , provided that the aggregate amount of Investments made pursuant to this Section 8.02(m) plus the aggregate amount of Investments made pursuant to Section 8.02(n) shall (as of the date such Investment is made) not exceed 25% of total assets of the Borrower and its Subsidiaries on a consolidated basis as of the end of the fiscal quarter most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b)  during the term of this Agreement;

(n) Investments by any Loan Party in any Foreign Subsidiary that is not a Loan Party, in an aggregate amount (as of the date such Investment is made) not to exceed (i) in any period of four consecutive fiscal quarters, 10% of total assets of the Borrower and its Subsidiaries on a consolidated basis as of the end of the fiscal quarter most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b)  and (ii) during the term of this Agreement, 15% of total assets of the Borrower and its Subsidiaries on a consolidated basis as of the end of the fiscal quarter most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) , provided that the aggregate amount of Investments made pursuant to this Section 8.02(n) plus the aggregate amount of Investments made pursuant to Section 8.02(m) shall (as of the date such Investment is made) not exceed 25% of total assets of the Borrower and its Subsidiaries on a consolidated basis as of the end of the fiscal quarter most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b)  during the term of this Agreement; and

(o) Investments of a nature not contemplated in the foregoing clauses in an aggregate amount (as of the date such Investment is made) not to exceed 1% of total assets of the Borrower and its Subsidiaries on a consolidated basis as of the end of the fiscal quarter most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) .

 

4


3.4. Sections 8.11(a) and (b) are amended in their entirety to read as follows:

(a) Consolidated Leverage Ratio . Solely for the benefit of the Pro Rata Facilities Lenders, permit, without the approval of the Required Pro Rata Facilities Lenders, the Consolidated Leverage Ratio determined as of the end of any fiscal quarter of the Borrower set forth below to be greater than the ratio set forth below:

 

Fiscal Quarter Ending

   Maximum Consolidated
Leverage Ratio

September 30, 2015

   6.50:1.0

December 31, 2015

   6.00:1.0

March 31, 2016

   6.75:1.0

June 30, 2016

   6.75:1.0

September 30, 2016

   6.75:1.0

December 31, 2016

   6.25:1.0

March 31, 2017

   6.00:1.0

June 30, 2017

   6.00:1.0

September 30, 2017

   6.00:1.0

December 31, 2017

   5.50:1.0

March 31, 2018

   5.50:1.0

June 30, 2018

   5.50:1.0

September 30, 2018

   5.50:1.0

December 31, 2018 and thereafter

   5.00:1.0

(b) Consolidated Senior Secured Leverage Ratio . Solely for the benefit of the Pro Rata Facilities Lenders, permit, without the approval of the Required Pro Rata Facilities Lenders, the Consolidated Senior Secured Leverage Ratio determined as of the end of any fiscal quarter of the Borrower set forth below to be greater than the ratio set forth below:

 

Fiscal Quarter Ending

   Maximum Consolidated
Senior Secured Leverage
Ratio

September 30, 2015

   3.75:1.0

December 31, 2015

   3.75:1.0

March, 31, 2016

   3.75:1.0

June 30, 2016

   3.75:1.0

September 30, 2016

   3.75:1.0

December 31, 2016 and thereafter

   3.50:1.0

4. Conditions Precedent . This Amendment shall become effective as of the date hereof upon receipt by the Administrative Agent of executed counterparts of this Amendment properly executed by a Responsible Officer of each Loan Party, the Required Lenders, the Required Pro Rata Facilities Lenders, the Required Revolving Lenders and the Administrative Agent.

5. Amendment is a “Loan Document” . This Amendment is a Loan Document and all references to a “Loan Document” in the Credit Agreement and the other Loan Documents (including, without limitation, all such references in the representations and warranties in the Credit Agreement and the other Loan Documents) shall be deemed to include this Amendment.

6. Representations and Warranties; No Default . Each Loan Party represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment (a) the representations and warranties of each Loan Party contained in the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection with the Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the date

 

5


hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, and (b) no Default exists.

7. Reaffirmation of Obligations . Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment does not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents.

8. Reaffirmation of Security Interests . Each Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that this Amendment does not in any manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents.

9. FATCA . Borrower hereby certifies to the Administrative Agent and the Lenders that the obligations of the Borrower set forth in the Credit Agreement, as modified by this Amendment, qualify as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). From and after the effective date of the Amendment, the Borrower shall indemnify the Administrative Agent, and hold it harmless from, any and all losses, claims, damages, liabilities and related interest, penalties and expenses, including, without limitation, Taxes and the fees, charges and disbursements of any counsel for any of the foregoing, arising in connection with the Administrative Agent’s treating, for purposes of determining withholding Taxes imposed under FATCA, the Loans as qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). Notwithstanding the foregoing, the Borrower and the Administrative Agent shall treat the Tranche B Term Loan as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). The Borrower’s obligations hereunder shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all of the Obligations.

10. No Other Changes . Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect.

11. Counterparts; Delivery . This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of this Amendment by facsimile or other electronic imaging means shall be effective as an original.

12. Governing Law . This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York.

[SIGNATURE PAGES FOLLOW]

 

6


IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Ninth Amendment to be duly executed and delivered as of the date first above written.

 

BORROWER:   ACADIA HEALTHCARE COMPANY, INC., a Delaware corporation
  By:  

/s/ Brent Turner

 
  Name:   Brent Turner  
  Title:   President  
GUARANTORS:   ABILENE BEHAVIORAL HEALTH, LLC,  
  a Delaware limited liability company  
  ABILENE HOLDING COMPANY, LLC,  
  a Delaware limited liability company  
  ACADIA MANAGEMENT COMPANY, LLC,  
  a Delaware limited liability company  
  ACADIA MERGER SUB, LLC,  
  a Delaware limited liability company  
  ACADIANA ADDICTION CENTER, LLC,  
  a Delaware limited liability company  
  ADVANCED TREATMENT SYSTEMS, LLC,  
  a Virginia limited liability company  
  ASCENT ACQUISITION, LLC,  
  an Arkansas limited liability company  
  ASCENT ACQUISITION - CYPDC, LLC,  
  an Arkansas limited liability company  
  ASCENT ACQUISITION - PSC, LLC,  
  an Arkansas limited liability company  
  ASPEN EDUCATION GROUP, INC.,  
  a California corporation  
  ASPEN YOUTH, INC.,  
  a California corporation  
  ATS OF CECIL COUNTY, LLC,  
  a Virginia limited liability company  
  ATS OF DELAWARE, LLC,  
  a Virginia limited liability company  
  ATS OF NORTH CAROLINA, LLC,  
  a Virginia limited liability company  
  AUSTIN BEHAVIORAL HOSPITAL, LLC,  
  a Delaware limited liability company  
  AUSTIN EATING DISORDERS PARTNERS, LLC,  
  a Missouri limited liability company  
  BATON ROUGE TREATMENT CENTER, LLC,  
  a Louisiana limited liability company  
  By:  

/s/ Brent Turner

 
  Name:   Brent Turner  
  Title:   Vice President and Assistant Secretary  

[SIGNATURE PAGES CONTINUE]


  BAYSIDE MARIN, INC.,
  a Delaware corporation
 

BCA OF DETROIT, LLC,

a Delaware limited liability company

 

BECKLEY TREATMENT CENTER, LLC,

a West Virginia limited liability company

 

BEHAVIORAL CENTERS OF AMERICA, LLC,

a Delaware limited liability company

 

BELMONT BEHAVIORAL HOSPITAL, LLC,

a Delaware limited liability company

 

BGI OF BRANDYWINE, LLC,

a Virginia limited liability company

 

BOWLING GREEN INN OF PENSACOLA, LLC,

a Virginia limited liability company

 

BOWLING GREEN INN OF SOUTH DAKOTA, INC.,

a Virginia corporation

 

CALIFORNIA TREATMENT SERVICES, LLC

a California limited liability company

 

CAPS OF VIRGINIA, LLC,

a Virginia limited liability company

 

CARTERSVILLE CENTER, LLC,

a Georgia limited liability company

 

CASCADE BEHAVIORAL HOLDING COMPANY, LLC,

a Delaware limited liability company

 

CASCADE BEHAVIORAL HOSPITAL, LLC,

a Delaware limited liability company

 

CENTER FOR BEHAVIORAL HEALTH-HA, LLC,

a Pennsylvania limited liability company

 

CENTER FOR BEHAVIORAL HEALTH-ME, INC.,

a Maine corporation

 

CENTER FOR BEHAVIORAL HEALTH-PA, LLC,

a Pennsylvania limited liability company

 

CENTERPOINTE COMMUNITY BASED SERVICES, LLC,

an Indiana limited liability company

 

CHARLESTON TREATMENT CENTER, LLC,

a West Virginia limited liability company

 

CLARKSBURG TREATMENT CENTER, LLC,

a West Virginia limited liability company

 

COMMODORE ACQUISITION SUB, LLC,

a Delaware limited liability company

 

CRC ED TREATMENT, LLC,

a Delaware limited liability company

  By:  

/s/ Brent Turner

 
  Name:   Brent Turner  
  Title:   Vice President and Assistant Secretary  

[SIGNATURE PAGES CONTINUE]


  CRC GROUP, LLC,
  a Delaware limited liability company
 

CRC HEALTH, LLC,

a Delaware limited liability company

 

CRC HEALTH OREGON, INC.,

an Oregon corporation

 

CRC HEALTH TENNESSEE, LLC,

a Tennessee limited liability company

 

CRC RECOVERY, INC.,

a Delaware corporation

 

CRC WISCONSIN RD, LLC,

a Wisconsin limited liability company

 

CROSSROADS REGIONAL HOSPITAL, LLC,

a Delaware limited liability company

 

DELTA MEDICAL SERVICES, LLC,

a Tennessee limited liability company

 

DETROIT BEHAVIORAL INSTITUTE, INC.,

a Massachusetts corporation

 

DHG SERVICES, LLC,

a Delaware limited liability company

 

DISCOVERY HOUSE-CC, LLC,

a Pennsylvania limited liability company

 

DISCOVERY HOUSE-CU, LLC,

a Pennsylvania limited liability company

 

DISCOVERY HOUSE MA, INC.,

a Massachusetts corporation

 

DISCOVERY HOUSE MONROEVILLE, LLC,

a Pennsylvania limited liability company

 

DISCOVERY HOUSE OF CENTRAL MAINE, INC.,

a Maine corporation

 

DISCOVERY HOUSE TV, INC.,

a Utah corporation

 

DISCOVERY HOUSE UTAH, INC.,

a Utah corporation

 

DISCOVERY HOUSE WC INC.,

a Maine corporation

 

DISCOVERY HOUSE, LLC,

a Pennsylvania limited liability company

 

DISCOVERY HOUSE-BC, LLC,

a Pennsylvania limited liability company

  By:  

/s/ Brent Turner

 
  Name:   Brent Turner  
  Title:   Vice President and Assistant Secretary  

[SIGNATURE PAGES CONTINUE]


  DISCOVERY HOUSE-BR, INC.,
  a Maine corporation
 

DISCOVERY HOUSE-GROUP, LLC,

a Delaware limited liability company

 

DISCOVERY HOUSE-HZ, LLC,

a Pennsylvania limited liability company

 

DISCOVERY HOUSE-LT, INC.,

a Utah corporation

 

DISCOVERY HOUSE-NC, LLC,

a Pennsylvania limited liability company

 

DISCOVERY HOUSE-UC, INC.,

a Utah corporation

 

DMC-MEMPHIS, LLC,

a Tennessee limited liability company

 

DUFFY’S NAPA VALLEY REHAB, LLC,

a Delaware limited liability company

 

EAST INDIANA TREATMENT CENTER, LLC,

an Indiana limited liability company

 

EVANSVILLE TREATMENT CENTER, LLC,

an Indiana limited liability company

 

FOUR CIRCLES RECOVERY CENTER, LLC,

a Delaware limited liability company

 

GALAX TREATMENT CENTER, LLC,

a Virginia limited liability company

 

GENERATIONS BH, LLC,

an Ohio limited liability company

 

GREENBRIER ACQUISITION, LLC,

a Delaware limited liability company

 

GREENBRIER HOLDINGS, L.L.C.,

a Louisiana limited liability company

 

GREENBRIER HOSPITAL, L.L.C.,

a Louisiana limited liability company

 

GREENBRIER REALTY, L.L.C.,

a Louisiana limited liability company

 

GREENLEAF CENTER, LLC,

a Delaware limited liability company

 

HABILITATION CENTER, LLC,

an Arkansas limited liability company

 

HABIT OPCO, INC.,

a Delaware corporation

  By:  

/s/ Brent Turner

 
  Name:   Brent Turner  
  Title:   Vice President and Assistant Secretary  

[SIGNATURE PAGES CONTINUE]


  HERMITAGE BEHAVIORAL, LLC,
  a Delaware limited liability company
 

HMIH CEDAR CREST, LLC,

a Delaware limited liability company

 

HUNTINGTON TREATMENT CENTER, LLC,

a West Virginia limited liability company

 

INDIANAPOLIS TREATMENT CENTER, LLC,

an Indiana limited liability company

 

KIDS BEHAVIORAL HEALTH OF MONTANA, INC.,

a Montana corporation

 

LAKELAND HOSPITAL ACQUISITION, LLC,

a Georgia limited liability company

 

MCCALLUM GROUP, LLC,

a Missouri limited liability company

 

MCCALLUM PROPERTIES, LLC,

a Missouri limited liability company

 

MILLCREEK SCHOOL OF ARKANSAS, LLC,

an Arkansas limited liability company

 

MILLCREEK SCHOOLS, LLC,

a Mississippi limited liability company

 

MILWAUKEE HEALTH SERVICES SYSTEM, LLC

a California limited liability company

 

NORTHEAST BEHAVIORAL HEALTH, LLC,

a Delaware limited liability company

 

OHIO HOSPITAL FOR PSYCHIATRY, LLC,

an Ohio limited liability company

 

OPTIONS TREATMENT CENTER ACQUISITION CORPORATION,

an Indiana corporation

 

PARKERSBURG TREATMENT CENTER, LLC,

a West Virginia limited liability company

 

PARK ROYAL FEE OWNER, LLC,

a Delaware limited liability company

 

PHC MEADOWWOOD, LLC,

a Delaware limited liability company

 

PHC OF MICHIGAN, INC.,

a Massachusetts corporation

 

PHC OF NEVADA, INC.,

a Massachusetts corporation

 

PHC OF UTAH, INC.,

a Massachusetts corporation

 

PHC OF VIRGINIA, LLC,

a Massachusetts limited liability company

  By:  

/s/ Brent Turner

 
  Name:   Brent Turner  
  Title:   Vice President and Assistant Secretary  

[SIGNATURE PAGES CONTINUE]


  PINEY RIDGE TREATMENT CENTER, LLC,
  a Delaware limited liability company
 

PSYCHIATRIC RESOURCE PARTNERS, LLC,

a Delaware limited liability company

 

QUALITY ADDICTION MANAGEMENT, INC.,

a Wisconsin corporation

 

R.I.S.A.T., LLC,

a Rhode Island limited liability company

 

REBOUND BEHAVIORAL HEALTH, LLC,

a South Carolina limited liability company

 

RED RIVER HOLDING COMPANY, LLC,

a Delaware limited liability company

 

RED RIVER HOSPITAL, LLC,

a Delaware limited liability company

 

REHABILITATION CENTERS, LLC,

a Mississippi limited liability company

 

RESOLUTE ACQUISITION CORPORATION,

an Indiana corporation

 

RICHMOND TREATMENT CENTER, LLC,

an Indiana limited liability company

 

RIVERVIEW BEHAVIORAL HEALTH, LLC,

a Texas limited liability company

 

RIVERWOODS BEHAVIORAL HEALTH, LLC,

a Delaware limited liability company

 

ROLLING HILLS HOSPITAL, LLC,

an Oklahoma limited liability company

 

RTC RESOURCE ACQUISITION CORPORATION,

an Indiana corporation

 

SAHARA HEALTH SYSTEMS, L.L.C.,

a Louisiana limited liability company

 

SAN DIEGO HEALTH ALLIANCE,

a California corporation

 

SAN DIEGO TREATMENT SERVICES, LLC

a California limited liability company

 

SEVEN HILLS HOSPITAL, INC.,

a Delaware corporation

 

SHAKER CLINIC, LLC,

an Ohio limited liability company

 

SHELTERED LIVING INCORPORATED,

a Texas corporation

 

SIERRA TUCSON INC.,

a Delaware corporation

  By:  

/s/ Brent Turner

 
  Name:   Brent Turner  
  Title:   Vice President and Assistant Secretary  

[SIGNATURE PAGES CONTINUE]


 

SKYWAY HOUSE, LLC,

a Delaware limited liability company

 

SOBER LIVING BY THE SEA, INC.,

a California corporation

 

SONORA BEHAVIORAL HEALTH HOSPITAL, LLC,

a Delaware limited liability company

 

SOUTHERN INDIANA TREATMENT CENTER, LLC,

an Indiana limited liability company

 

SOUTHWESTERN CHILDREN’S HEALTH SERVICES, INC.,

an Arizona corporation

 

SOUTHWOOD PSYCHIATRIC HOSPITAL, LLC,

a Pennsylvania limited liability company

 

STRUCTURE HOUSE, LLC,

a Delaware limited liability company

 

SUCCESS ACQUISITION, LLC,

an Indiana limited liability company

 

SUWS OF THE CAROLINAS, INC.,

a Delaware corporation

 

TEN LAKES CENTER, LLC,

an Ohio limited liability company

 

TEXARKANA BEHAVIORAL ASSOCIATES, L.C.,

a Texas limited liability company

 

THE CAMP RECOVERY CENTER, LLC,

a California limited liability company

 

TK BEHAVIORAL, LLC,

a Delaware limited liability company

 

TK BEHAVIORAL HOLDING COMPANY, LLC,

a Delaware limited liability company

 

TRANSCULTURAL HEALTH DEVELOPMENT, INC.,

a California corporation

 

TREATMENT ASSOCIATES, INC.,

a California corporation

 

VALLEY BEHAVIORAL HEALTH SYSTEM, LLC,

a Delaware limited liability company

 

VERMILION HOSPITAL, LLC,

a Delaware limited liability company

 

VILLAGE BEHAVIORAL HEALTH, LLC,

a Delaware limited liability company

 

VIRGINIA TREATMENT CENTER, LLC,

a Virginia limited liability company

  By:  

/s/ Brent Turner

 
  Name:   Brent Turner  
  Title:   Vice President and Assistant Secretary  

[SIGNATURE PAGES CONTINUE]


 

VISTA BEHAVIORAL HOLDING COMPANY, LLC,

a Delaware limited liability company

 

VISTA BEHAVIORAL HOSPITAL, LLC,

a Delaware limited liability company

 

VITA NOVA, LLC,

a Rhode Island limited liability company

 

VOLUNTEER TREATMENT CENTER, LLC,

a Tennessee limited liability company

 

WCHS, INC.,

a California corporation

 

WEBSTER WELLNESS PROFESSIONALS, LLC,

a Missouri limited liability company

 

WELLPLACE, INC.,

a Massachusetts corporation

 

WHEELING TREATMENT CENTER, LLC,

a West Virginia limited liability company

 

WHITE DEER REALTY, LLC,

a Pennsylvania limited liability company

 

WHITE DEER RUN, LLC,

a Pennsylvania limited liability company

 

WICHITA TREATMENT CENTER INC.,

a Kansas corporation

 

WILLIAMSON TREATMENT CENTER, LLC

a West Virginia limited liability company

 

WILMINGTON TREATMENT CENTER, LLC,

a Virginia limited liability company

 

YOUTH AND FAMILY CENTERED SERVICES OF NEW MEXICO, INC.,

a New Mexico corporation

 

YOUTH CARE OF UTAH, INC.,

a Delaware corporation

  By:  

/s/ Brent Turner

 
  Name:   Brent Turner  
  Title:   Vice President and Assistant Secretary  
  TEN BROECK TAMPA, LLC, a Florida limited liability company
  THE REFUGE, A HEALING PLACE, LLC, a Florida limited liability company
  By:  

/s/ Brent Turner

 
  Name:   Brent Turner  
  Title:   President  

[SIGNATURE PAGES CONTINUE]


ADMINISTRATIVE AGENT:   BANK OF AMERICA, N.A., as Administrative Agent
  By:  

/s/ Linda Lov

 
  Name:   Linda Lov  
  Title:   Assistant Vice President  
LENDERS:   BANK OF AMERICA, N.A.,  
  as a Lender, L/C Issuer and Swing Line Lender  
  By:  

/s/ Suzanne B. Smith

 
  Name:   Suzanne B. Smith  
  Title:   SVP  
  FIFTH THIRD BANK  
  By:  

/s/ Thomas Avery

 
  Name:   Thomas Avery  
  Title:   Relationship Manager  
  CITIBANK, N.A.  
  By:  

/s/ Alvaro De Velasco

 
  Name:   Alvaro De Velasco  
  Title:   Vice President  
  ROYAL BANK OF CANADA  
  By:  

 

 
  Name:    
  Title:    
  REGIONS BANK  
  By:  

/s/ Joseph A. Miller

 
  Name:   Joseph A. Miller  
  Title:   Managing Director  

[SIGNATURE PAGES CONTINUE]


  CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
  By:  

/s/ Thomas Randolph

 
  Name:   Thomas Randolph  
  Title:   Managing Director  
  By:  

/s/ Jeff Ferrell

 
  Name:   Jeff Ferrell  
  Title:   Managing Director  
  MUFG UNION BANK, N.A.  
  By:  

/s/ Brian McNany

 
  Name:   Brian McNany  
  Title:   Director  
  UBS AG, STAMFORD BRANCH  
  By:  

/s/ Darlene Arias

 
  Name:   Darlene Arias  
  Title:   Director  
  By:  

/s/ Houssem Daly

 
  Name:   Houssem Daly  
  Title:   Associate Director  
  RAYMOND JAMES BANK, N.A.  
  By:  

/s/ Alexander L. Rody

 
  Name:   Alexander L. Rody  
  Title:   Senior Vice President  
  HEALTHCARE FINANCIAL SOLUTIONS, LLC
  By:  

/s/ Danielle K. Katz

 
  Name:   Danielle K. Katz  
  Title:   Duly Authorized Signatory  
  CADENCE BANK, N.A.
  By:  

/s/ William H. Crawford

 
  Name:   William H. Crawford  
  Title:   EVP  

[SIGNATURE PAGES CONTINUE]


  CAPITAL ONE, N.A.
  By:  

/s/ Ali Zaidi

 
  Name:   Ali Zaidi  
  Title:   Authorized Signatory  
  BANK OF MONTREAL
  By:  

/s/ Eric Oppenheimer

 
  Name:   Eric Oppenheimer  
  Title:   Managing Director  
  PINNACLE BANK  
  By:  

/s/ Allison H. Jones

 
  Name:   Allison H. Jones  
  Title:   Senior Vice President  
  FIRST TENNESSEE BANK
  By:  

 

 
  Name:    
  Title:    
  CAPITAL BANK N.A.
  By:  

/s/ Rebecca L. Hetzer

 
  Name:   Rebecca L. Hetzer  
  Title:   SVP  
  CAPSTAR BANK  
  By:  

/s/ John Teasley

 
  Name:   John Teasley  
  Title:   SVP  
  DEUTSCHE BANK AG NEW YORK BRANCH
  By:  

/s/ Michael Winters

 
  Name:   Michael Winters  
  Title:   Vice President  
  By:  

/s/ Peter Cucchiara

 
  Name:   Peter Cucchiara  
  Title:   Vice President  

[SIGNATURE PAGES CONTINUE]


  AVENUE BANK  
  By:  

/s/ Carol S. Titus

 
  Name:   Carol S. Titus  
  Title:   Senior Vice President  
  WELLS FARGO PRINCIPAL LENDING, LLC  
  By:  

 

 
  Name:    
  Title:    

[SIGNATURE PAGES CONTINUE]


  JEFFERIES FINANCE LLC  
  By:  

/s/ J. Paul McDonnell

 
  Name:   J. Paul McDonnell  
  Title:   Managing Director  
  JFIN CLO 2007 LTD.  
  BY:   Apex Credit Partners, as Collateral Manager  
  By:  

/s/ Stephen Goetschius

 
  Name:   Stephen Goetschius  
  Title:   Managing Director  
  JFIN CLO 2014-II LTD.  
  JFIN CLO 2014 LTD.  
  JFIN CLO 2012 LTD.  
  JFIN CLO 2013 LTD.  
  JFIN CLO 2015 LTD.  
  BY:   Apex Credit Partners, as Portfolio Manager  
  By:  

/s/ Stephen Goetschius

 
  Name:   Stephen Goetschius  
  Title:   Managing Director  

[Additional signature pages of Term Loan B Lenders intentionally omitted]