Bond Arcadia Health Group Inc. 5.625% ( US00404AAJ88 ) in USD

Issuer Arcadia Health Group Inc.
Market price 100 %  ▼ 
Country  United States
ISIN code  US00404AAJ88 ( in USD )
Interest rate 5.625% per year ( payment 2 times a year)
Maturity 14/02/2023 - Bond has expired



Prospectus brochure of the bond Acadia Healthcare Co. Inc US00404AAJ88 in USD 5.625%, expired


Minimal amount 2 000 USD
Total amount 650 000 000 USD
Cusip 00404AAJ8
Standard & Poor's ( S&P ) rating B- ( Highly speculative )
Moody's rating B3 ( Highly speculative )
Detailed description Acadia Healthcare Company, Inc. is a leading provider of behavioral healthcare services offering inpatient and outpatient treatment for individuals with mental health and addiction disorders across the United States and the United Kingdom.

Acadia Healthcare Co. Inc. (CUSIP: 00404AAJ8, ISIN: US00404AAJ88) USD 650,000,000 5.625% Notes due February 14, 2023, have matured and been redeemed at 100%, with a minimum trading size of 2,000, rated B- by S&P and B3 by Moody's.







Form 424(b)(3)
424B3 1 d77019d424b3.htm FORM 424(B)(3)
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-207374
Prospectus
$275,000,000

ACADIA HEALTHCARE COMPANY, INC.
EXCHANGE OFFER FOR
5.625% SENIOR NOTES DUE 2023
ISSUED ON SEPTEMBER 21, 2015


Offer (which we refer to as the "Exchange Offer") for outstanding 5.625% Senior Notes due 2023 issued on September 21, 2015, in the aggregate
principal amount of $275,000,000 (which we refer to as the "Outstanding Notes"), in exchange for up to $275,000,000 in aggregate principal
amount of 5.625% Senior Notes due 2023 which have been registered under the Securities Act of 1933, as amended (which we refer to as the
"Exchange Notes" and, together with the Outstanding Notes, the "notes").
Material Terms of the Exchange Offer:

· Expires 5:00 p.m., New York City time, on November 20, 2015, unless extended.

· You may withdraw tendered Outstanding Notes any time before the expiration of the Exchange Offer.

· Not subject to any condition other than that the Exchange Offer does not violate applicable law or any interpretation of the staff of the United

States Securities and Exchange Commission (the "SEC").

· We can amend or terminate the Exchange Offer.

· We will not receive any proceeds from the Exchange Offer.

· The exchange of Outstanding Notes for the Exchange Notes should not be a taxable exchange for United States federal income tax purposes.

See "Certain Material United States Federal Income Tax Considerations."
Terms of the Exchange Notes:

· The terms of the Exchange Notes are substantially identical to those of the Outstanding Notes, except the transfer restrictions, registration

rights and additional interest provisions relating to the Outstanding Notes do not apply to the Exchange Notes.

· The Exchange Notes and the related guarantees will be our and the guarantors' general unsecured senior obligations and will be subordinated
to all of our and the guarantors' existing and future secured debt to the extent of the assets securing that secured debt. In addition, the

Exchange Notes will be effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the Exchange Notes, to
the extent of the assets of those subsidiaries.

· The Exchange Notes will mature on February 15, 2023. The Exchange Notes will bear interest semi-annually in cash in arrears on
February 15 and August 15 of each year. No interest will be paid on either the Exchange Notes or the Outstanding Notes at the time of the

exchange. The Exchange Notes will accrue interest from and including the last interest payment date on which interest has been paid on the
Outstanding Notes.
http://www.sec.gov/Archives/edgar/data/1076863/000119312515350869/d77019d424b3.htm[10/22/2015 5:12:28 PM]


Form 424(b)(3)

· We may redeem the Exchange Notes in whole or in part from time to time. See "Description of the Exchange Notes."


For a discussion of the specific risks that you should consider before tendering your Outstanding Notes in
the Exchange Offer, see "Risk Factors" beginning on page 17 of this prospectus.
There is no established trading market for the Outstanding Notes or the Exchange Notes.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. A broker-dealer who acquired Outstanding Notes as a result of market making
or other trading activities may use this Exchange Offer prospectus, as supplemented or amended from time to time, in connection with any resales
of the Exchange Notes.
Neither the SEC nor any state securities commission has approved or disapproved of the Exchange Notes or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.


The date of this prospectus is October 22, 2015
Table of Contents
TABLE OF CONTENTS

NON-GAAP FINANCIAL MEASURES

iii
MARKET AND INDUSTRY DATA

iii
CAUTIONARY NOTE REGARDING FINANCIAL INFORMATION

iii
CURRENCY EXCHANGE RATE

iv
FORWARD-LOOKING STATEMENTS

iv
PROSPECTUS SUMMARY


1
RISK FACTORS

17
EXCHANGE OFFER

38
USE OF PROCEEDS

47
CAPITALIZATION

48
SELECTED CONSOLIDATED FINANCIAL DATA

50
DESCRIPTION OF OTHER INDEBTEDNESS

52
DESCRIPTION OF THE EXCHANGE NOTES

57
BOOK-ENTRY, DELIVERY AND FORM

111
CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

113
CERTAIN ERISA CONSIDERATIONS

114
PLAN OF DISTRIBUTION

116
LEGAL MATTERS

118
EXPERTS

118
WHERE YOU CAN FIND MORE INFORMATION

118
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

119

i
http://www.sec.gov/Archives/edgar/data/1076863/000119312515350869/d77019d424b3.htm[10/22/2015 5:12:28 PM]


Form 424(b)(3)
Table of Contents
Each broker-dealer that receives Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a
result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any
resale of such Exchange Notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). A broker-dealer who acquired
Outstanding Notes as a result of market making or other trading activities may use this prospectus, as supplemented or amended from
time to time, in connection with any resales of the Exchange Notes. We have agreed that, for a period of up to 180 days after the closing of
the Exchange Offer, we will make this prospectus available for use in connection with any such resale. See "Plan of Distribution."
You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any
person to provide you with information different from that contained or incorporated by reference in this prospectus. This prospectus
does not constitute an offer to sell or a solicitation of an offer to buy securities other than those specifically offered hereby or an offer to
sell any securities offered hereby in any jurisdiction where, or to any person whom, it is unlawful to make such an offer or solicitation.
The information in this prospectus is accurate only as of the date on its cover page and any information incorporated by reference herein is
accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or of any sale
of our 5.625% Senior Notes due 2023.
This prospectus incorporates important business and financial information about the company that is not included in or delivered
with this document. For more information regarding the documents incorporated by reference into this prospectus, see "Incorporation of
Certain Documents by Reference" on page 119. We will provide, without charge, to each person, including any beneficial owner, to whom
a copy of this prospectus is delivered, upon the written or oral request of such person, a copy of any or all of the information incorporated
by reference in this prospectus, other than exhibits to such information (unless such exhibits are specifically incorporated by reference
into the information that this prospectus incorporates). Requests for such copies should be directed to:
Acadia Healthcare Company, Inc.
Attention: Chief Financial Officer
6100 Tower Circle, Suite 1000
Franklin, Tennessee 37067
Telephone: (615) 861-6000
In order to obtain timely delivery, security holders must request the information no later than five business days before
November 20, 2015, the expiration date of the Exchange Offer.

ii
Table of Contents
NON-GAAP FINANCIAL MEASURES
We have included certain financial measures in this prospectus, including pro forma EBITDA and pro forma adjusted EBITDA, which are
"non-GAAP financial measures" as defined under the rules and regulations promulgated by the SEC. We define pro forma EBITDA as pro forma
net income adjusted for loss (income) from discontinued operations, net interest expense, income tax provision (benefit) and depreciation and
amortization. We define pro forma adjusted EBITDA as pro forma EBITDA adjusted for equity-based compensation expense, cost savings
synergies, debt extinguishment costs, transaction-related expenses and other non-recurring costs. For a reconciliation of pro forma net income to
pro forma adjusted EBITDA, see "Prospectus Summary--Summary Historical Condensed Consolidated Financial Data and Unaudited Pro Forma
Condensed Combined Financial Data."
Pro forma EBITDA and pro forma adjusted EBITDA, as presented in, or incorporated into, this prospectus, are supplemental measures of our
performance and are not required by, or presented in accordance with, GAAP. Pro forma EBITDA and pro forma adjusted EBITDA are not
measures of our financial performance under GAAP and should not be considered as alternatives to net income or any other performance measures
derived in accordance with GAAP or as an alternative to cash flow from operating activities as measures of our liquidity. Our measurements of pro
forma EBITDA and pro forma adjusted EBITDA may not be calculated similarly to, and therefore may not be comparable to, similarly titled
measures of other companies and are not measures of performance calculated in accordance with GAAP. We have included information concerning
pro forma EBITDA and pro forma adjusted EBITDA in prospectus because we believe that such information is used by certain investors as
measures of a company's historical performance and by securities analysts, investors and other interested parties in the evaluation of issuers of debt
http://www.sec.gov/Archives/edgar/data/1076863/000119312515350869/d77019d424b3.htm[10/22/2015 5:12:28 PM]


Form 424(b)(3)
securities, many of which present EBITDA and adjusted EBITDA when reporting their results. Our presentation of pro forma EBITDA and pro
forma adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
MARKET AND INDUSTRY DATA
We obtained the market and competitive position data used throughout this prospectus and in the documents incorporated by reference herein
from our own research, surveys or studies conducted by third parties and industry or general publications. Such surveys, studies and publications
generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of
such information. While we believe that each of these studies and publications is reliable, we have not independently verified the information, and
we have not ascertained the underlying economic assumptions relied upon therein, and we do not make any representation as to the accuracy of
such information. Similarly, we believe our internal research is reliable but it has not been verified by any independent sources. Our estimates
involve risks and uncertainties, and are subject to change based on various factors, including those discussed under the heading "Risk Factors" in
this prospectus and in similarly titled sections in our reports that we file with the SEC.
CAUTIONARY NOTE REGARDING FINANCIAL INFORMATION
The audited consolidated financial statements as of and for the financial years ended December 31, 2013, 2012 and 2011 and the unaudited
consolidated financial statements as of and for the six months ended June 30, 2014 relating to Partnerships in Care that are incorporated by
reference into this prospectus have been prepared in accordance with United Kingdom Accounting Standards, or U.K. GAAP. U.K. GAAP differs
in certain respects from generally accepted accounting principles in the United States, or U.S. GAAP. Partnerships in Care has not prepared and
does not currently intend to prepare its financial statements in accordance with U.S. GAAP. A reconciliation to U.S. GAAP is included in the
Partnerships in Care financial statements. Acadia completed the acquisition of Partnerships in Care on July 1, 2014 and all results of operations of
Partnerships in Care subsequent to such date are reflected in Acadia's financial statements. Unless otherwise noted, all references to GAAP in this
prospectus refer to U.S. GAAP.
This prospectus contains and incorporates by reference certain unaudited financial information that is presented on a pro forma basis
assuming that the acquisitions of CRC Health Group, Inc. ("CRC") and Partnerships in Care, as well as certain other acquisitions, occurred as of
January 1, 2014. The unaudited pro forma financial information has been prepared using the acquisition method of accounting for business
combinations under GAAP.

iii
Table of Contents
The unaudited pro forma financial information is for illustrative purposes only and does not purport to represent what our financial condition or
results of operations actually would have been had the events in fact occurred on the assumed date or to project our financial condition or results of
operations for any future date or future period. The unaudited pro forma financial information should be read in conjunction with the consolidated
financial statements and notes thereto elsewhere in this prospectus and the financial statements of Acadia in other reports that we have filed with
the SEC and incorporated by reference herein.
CURRENCY EXCHANGE RATE
This prospectus contains translations of amounts denominated in British Pounds Sterling into U.S. dollars at specific rates solely for the
convenience of the prospectus recipients. Certain financial information for Partnerships in Care presented herein is translated to U.S. dollars based
on the historical exchange rates set forth in the financial statements of Partnerships in Care appearing in this prospectus or incorporated by
reference herein. We make no representation that any amounts denominated in either British Pounds Sterling or U.S. dollars could have been, or
could be, converted into either British Pounds Sterling or U.S. dollars, as applicable, at any particular rate, at the rates stated in this prospectus, or
at all.
FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements." Forward-looking statements include any statements that address future results or
occurrences. In some cases you can identify forward-looking statements 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" and
similar expressions identify forward-looking statements. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or
http://www.sec.gov/Archives/edgar/data/1076863/000119312515350869/d77019d424b3.htm[10/22/2015 5:12:28 PM]


Form 424(b)(3)
future events or performance contain forward-looking statements.
We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these
expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and
unknown risks, uncertainties and other factors, many of which are outside of our control, which could cause our actual results, performance or
achievements to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements. These
risks, uncertainties and other factors include, but are not limited to:


·
our significant indebtedness, our ability to meet our debt obligations, and our ability to incur substantially more debt;

·
difficulties in successfully integrating the operations of acquired facilities, including those acquired in the CRC and Partnerships in

Care acquisitions, or realizing the potential benefits and synergies of these acquisitions;

·
our ability to implement our business strategies in the United Kingdom and adapt to the regulatory and business environment in the

United Kingdom;

·
the impact of payments received from the government and third-party payors on our revenues and results of operations, including the

significant dependence of the Partnerships in Care facilities on payments received from the National Health Service in the United
Kingdom, or NHS;

·
the occurrence of patient incidents, which could result in negative media coverage, adversely affect the price of our securities and result

in incremental regulatory burdens and governmental investigations;


·
our future cash flow and earnings;


·
our restrictive covenants, which may restrict our business and financing activities;


·
our ability to make payments on our financing arrangements;

iv
Table of Contents
·
the impact of the economic and employment conditions in the United States and the United Kingdom on our business and future results

of operations;


·
compliance with laws and government regulations;


·
the impact of claims brought against our facilities;


·
the impact of governmental investigations, regulatory actions and whistleblower lawsuits;


·
the impact of healthcare reform in the United States and abroad;


·
the impact of our highly competitive industry on patient volumes;


·
our ability to recruit and retain quality psychiatrists and other physicians;


·
the impact of competition for staffing on our labor costs and profitability;


·
our dependence on key management personnel, key executives and local facility management personnel;

·
our acquisition strategy, which exposes us to a variety of operational and financial risks, as well as legal and regulatory risks (e.g.,

exposure to the new regulatory regimes such as the United Kingdom for Partnerships in Care and various investigations relating to
CRC);

·
the impact of state efforts to regulate the construction or expansion of healthcare facilities (including those from CRC and Partnerships

in Care) on our ability to operate and expand our operations;


·
our potential inability to extend leases at expiration;


·
the impact of controls designed to reduce inpatient services on our revenues;


·
the impact of different interpretations of accounting principles on our results of operations or financial condition;


·
the impact of environmental, health and safety laws and regulations, especially in states where we have concentrated operations;

http://www.sec.gov/Archives/edgar/data/1076863/000119312515350869/d77019d424b3.htm[10/22/2015 5:12:28 PM]


Form 424(b)(3)
·
the impact of an increase in uninsured and underinsured patients or the deterioration in the collectability of the accounts of such patients

on our results of operations;

·
the risk of a cyber-security incident and any resulting violation of laws and regulations regarding information privacy or other negative

impact;

·
the impact of laws and regulations relating to privacy and security of patient health information and standards for electronic

transactions;


·
the impact of a change in the mix of our earnings, and changes in tax rates and laws generally;


·
failure to maintain effective internal control over financial reporting;


·
the impact of fluctuations in our operating results, quarter to quarter earnings and other factors on the price of our securities;


·
the impact of our equity sponsor's rights over certain company matters;

v
Table of Contents
·
the impact of the trend for insurance companies and managed care organizations to enter into sole source contracts on our ability to

obtain patients;


·
the impact of fluctuations in foreign exchange rates; and


·
those risks and uncertainties described from time to time in our filings with the Securities and Exchange Commission.
Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. These risks and
uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. These forward-
looking statements are made only as of the date of this prospectus. Except as otherwise required by applicable law, we do not undertake and
expressly disclaim any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to
reflect future events or developments. All subsequent written and oral forward-looking statements attributable to us, or to persons acting on our
behalf, are expressly qualified in their entirety by these cautionary statements.

vi
Table of Contents
PROSPECTUS SUMMARY
This summary highlights selected information appearing elsewhere in or incorporated by reference in this prospectus. This
summary is not complete and does not contain all of the information that you should consider before deciding whether to participate in the
Exchange Offer. You should carefully read the entire prospectus and the information incorporated herein by reference, including the section
entitled "Risk Factors" beginning on page 17 and the financial statements and notes thereto included elsewhere in or incorporated by
reference in this prospectus.
In this prospectus, unless the context requires otherwise, references to "Acadia," the "Company," "we," "us" or "our" refer to
Acadia Healthcare Company, Inc., together with its consolidated subsidiaries. When we refer to our operations or results "on a pro forma
basis," we mean the statement is made as if the CRC and Partnerships in Care acquisitions had been completed as of the date stated or as of
the beginning of the period referenced.
Our Company
We are the leading publicly traded pure-play provider of behavioral healthcare services, with operations in the United States and
the United Kingdom. As of June 30, 2015, we operated 223 behavioral healthcare facilities with over 9,000 beds in 37 states, the United
Kingdom and Puerto Rico. We believe that our primary focus on the provision of behavioral healthcare services allows us to operate more
efficiently and provide higher quality care than our competitors. For the year ended December 31, 2014, we generated revenue of $1.0 billion.
http://www.sec.gov/Archives/edgar/data/1076863/000119312515350869/d77019d424b3.htm[10/22/2015 5:12:28 PM]


Form 424(b)(3)
On a pro forma basis for the six months ended June 30, 2015, giving effect to the acquisitions of CRC and several immaterial acquisitions, we
would have generated pro forma revenue of approximately $937.4 million, pro forma net income of approximately $70.1 million and pro
forma adjusted EBITDA of $214.6 million. A reconciliation of pro forma net income to pro forma adjusted EBITDA appears on page 15 of
this prospectus.
Our inpatient facilities offer a wide range of inpatient behavioral healthcare services for children, adolescents and adults. We offer
these services through a combination of acute inpatient psychiatric and specialty facilities and residential treatment centers ("RTCs"). Our
acute inpatient psychiatric and specialty facilities provide the most intensive level of care, including 24-hour skilled nursing observation and
care, daily interventions and oversight by a psychiatrist and intensive, highly coordinated treatment by a physician-led team of mental health
professionals. Our RTCs offer longer-term treatment programs primarily for children and adolescents with long-standing chronic behavioral
health problems. Our RTCs provide physician-led, multi-disciplinary treatments that address the overall medical, psychiatric, social and
academic needs of the patient. During the year ended December 31, 2014, we acquired 27 facilities and added 378 new beds to our existing
facilities. For the year ending December 31, 2015, we expect to add approximately 500 total beds to facilities we owned as of December 31,
2014.
Our outpatient community-based services provide therapeutic treatment to children and adolescents who have a clinically defined
emotional, psychiatric or chemical dependency disorder while enabling patients to remain at home and within their community. Many patients
who participate in community-based programs have transitioned out of a residential facility or have a disorder that does not require placement
in a facility that provides 24-hour care.
Acquisition of CRC
On February 11, 2015, we completed our acquisition of CRC, a leading provider of treatment services related to substance abuse
and other addiction and behavioral disorders, for total consideration of approximately $1.3 billion. At the acquisition date, CRC operated 35
inpatient facilities with over 2,400 beds and 81 comprehensive treatment centers located in 30 states, treating approximately 44,000 patients
daily.


1
Table of Contents
We expect to realize significant benefits from the acquisition of CRC. Our rationale for the acquisition included the following:

·
Add a leading specialized behavioral healthcare provider in the U.S. to our platform, including substance abuse

treatment and other specialty programs through 116 facilities nationwide, treating approximately 44,000 patients per
day;

·
Capitalize on growth opportunities driven by underlying fundamental trends in addiction and behavioral health

services;

·
Diversify our business and payor mix, providing a more complete behavioral healthcare and substance abuse service

offering to patients nationally and across demographics;


·
Expand our geographic footprint into attractive markets; and


·
Realize synergies from cost savings as well as cross-referral opportunities.
Our Competitive Strengths
Management believes the following strengths differentiate us from other providers of behavioral healthcare services:
Premier operational management team with track record of success. Our management team has over 175 combined years of
experience in acquiring, integrating and operating a variety of behavioral health facilities. Following the sale of Psychiatric Solutions, Inc.
("PSI") to Universal Health Services, Inc. in November 2010, certain of PSI's key former executive officers joined Acadia in February 2011.
The extensive national experience and operational expertise of our management team give us what management believes to be the premier
http://www.sec.gov/Archives/edgar/data/1076863/000119312515350869/d77019d424b3.htm[10/22/2015 5:12:28 PM]


Form 424(b)(3)
leadership team in the behavioral healthcare industry. Our management team strives to use its years of experience operating behavioral health
facilities to generate strong cash flow and grow a profitable business.
Favorable industry and legislative trends. According to a 2012 survey by Substance Abuse and Mental Health Services
Administration of the U.S. Department of Health and Human Services ("SAMHSA"), 18.6% of adults in the United States aged 18 years or
older suffer from a mental illness in a given year and about 4% suffer from a serious mental illness. According to the National Institute of
Mental Health, over 20% of children have had a seriously debilitating mental disorder at some point during their life. Management believes the
market for behavioral services will continue to grow due to increased awareness of mental health and substance abuse conditions and
treatment options. According to a 2014 SAMHSA report, national expenditures at acute behavioral health hospitals and substance abuse
centers are expected to reach $32.3 billion in 2020, up from $24.3 billion in 2009.
While the growing awareness of mental health and substance abuse conditions is expected to accelerate demand for services, recent
healthcare reform in the United States is expected to increase access to industry services as more people obtain insurance coverage. A key
aspect of reform legislation is the extension of mental health parity protections established into law by the Paul Wellstone and Pete Domenici
Mental Health Parity and Addiction Equity Act of 2008 (the "MHPAEA"). The MHPAEA requires employers who provide behavioral health
and addiction benefits to provide such coverage to the same extent as other medical conditions.
The mental health hospitals market in the United Kingdom was roughly £14.4 billion in 2011. As a result of government budget
constraints and an increased focus on quality, the independent mental health hospitals market has witnessed significant expansion in the last
decade, making it one of the fastest growing sectors in the United Kingdom healthcare industry. Demand for independent sector beds has
grown significantly as a result of NHS reducing its bed capacity and increased hospitalization rates. Independent sector demand is expected to
increase in light of additional bed closures and reduction in community capacity by NHS.


2
Table of Contents
Leading platform in attractive healthcare niche. We are a leading behavioral healthcare platform in an industry that is undergoing
consolidation in an effort to reduce costs and expand programs to better serve the growing need for inpatient behavioral healthcare services. In
addition, the behavioral healthcare industry has significant barriers to entry, including (i) significant initial capital outlays required to open
new facilities, (ii) expertise required to deliver highly specialized services safely and effectively and (iii) high regulatory hurdles that require
market entrants to be knowledgeable of state and federal laws and facilities to be licensed with local agencies.
Diversified revenue and payor bases. At June 30, 2015, we operated 223 behavioral healthcare facilities with over 9,000 beds in 37
states, the United Kingdom and Puerto Rico. Our payor, patient and geographic diversity mitigates the potential risk associated with any single
facility. For the year ended December 31, 2014, we received 38% from Medicaid, 15% from NHS, 23% from commercial payors, 19% from
Medicare and 5% from other payors. On a pro forma basis for the six months ended June 30, 2015, giving effect to the acquisition of CRC
and several immaterial acquisitions, we would have received 32% of our revenue from Medicaid, 19% from NHS, 22% from commercial
payors, 11% from Medicare and 14% from other payors. As we receive Medicaid payments from 38 states, the District of Columbia and
Puerto Rico, management does not believe that we are significantly affected by changes in reimbursement policies in any one state or territory.
Substantially all of our Medicaid payments relate to the care of children and adolescents. Management believes that children and adolescents
are a patient class that is less susceptible to reductions in reimbursement rates. No facility accounted for more than 4% of revenue for the six
months ended June 30, 2015 on a pro forma basis giving effect to the acquisition of CRC and several immaterial acquisitions, and no state or
U.S. territory accounted for more than 8% of revenue for the six months ended June 30, 2015. We believe that our increased geographic
diversity will mitigate the impact of any financial or budgetary pressure that may arise in a particular state or market where we operate.
Strong cash flow generation and low capital requirements. We generate strong free cash flow by profitably operating our business
and by actively managing our working capital. Moreover, as the behavioral healthcare business does not typically require the procurement and
replacement of expensive medical equipment, our maintenance capital expenditure requirements are generally less than that of other facility-
based healthcare providers. For the six months ended June 30, 2015, our maintenance capital expenditures amounted to approximately 3% of
our revenue. In addition, our accounts receivable management is less complex than medical/surgical hospital providers because behavioral
healthcare facilities have fewer billing codes and generally are paid on a per diem basis.
Business Strategy
http://www.sec.gov/Archives/edgar/data/1076863/000119312515350869/d77019d424b3.htm[10/22/2015 5:12:28 PM]


Form 424(b)(3)
We are committed to providing the communities we serve with high quality, cost-effective behavioral healthcare services, while
growing our business, increasing profitability and creating long-term value for our stockholders. To achieve these objectives, we have aligned
our activities around the following growth strategies:
Increase margins by enhancing programs and improving performance at existing facilities. Management believes we can improve
efficiencies and increase operating margins by utilizing our management's expertise and experience within existing programs and their
expertise in improving performance at underperforming facilities. Management believes the efficiencies can be realized by investing in growth
in strong markets, addressing capital-constrained facilities that have underperformed and improving management systems. Furthermore, our
recent acquisitions of additional facilities give us an opportunity to develop a marketing strategy in many markets which should help us
increase the geographic footprint from which our existing facilities attract patients and referrals.
Opportunistically pursue acquisitions. With the CRC and Partnerships in Care acquisitions, we have positioned our company as a
leading provider of mental health services in the United States and the United Kingdom. The behavioral healthcare industry in the United
States and the independent behavioral healthcare industry in the United Kingdom are highly fragmented, and we selectively seek opportunities
to expand and diversify our base of operations by acquiring additional facilities.
Management believes there are a number of acquisition candidates available at attractive valuations, and we have a number of
potential acquisitions in various stages of development and consideration in the United States. In addition, management sees meaningful
opportunities to pursue additional select acquisitions in the United Kingdom.


3
Table of Contents
Management believes our focus on behavioral healthcare and history of completing acquisitions provides us with a strategic
advantage in sourcing, evaluating and closing acquisitions. We leverage our management team's expertise to identify and integrate
acquisitions based on a disciplined acquisition strategy that focuses on quality of service, return on investment and strategic benefits. We also
have a comprehensive post-acquisition strategic plan to facilitate the integration of acquired facilities that includes improving facility
operations, retaining and recruiting psychiatrists and other healthcare professionals and expanding the breadth of services offered by the
facilities.
Drive organic growth of existing facilities. We seek to increase revenue at our facilities by providing a broader range of services to
new and existing patients and clients. In addition, management intends to increase bed counts in our existing facilities. During the year ended
December 31, 2014, we acquired 27 facilities and added 378 new beds to our existing facilities. For the year ending December 31, 2015, we
expect to add approximately 500 total beds to facilities we owned as of December 31, 2014. Furthermore, management believes that
opportunities exist to leverage out-of-state referrals to increase volume and minimize payor concentration in the United States, especially with
respect to our youth and adolescent focused services and our substance abuse services.
Recent Developments
On September 14, 2015, we launched a tender offer (the "Tender Offer") for any and all of our 12.875% Senior Notes due 2018
(the "12.875% Senior Notes"). The Tender Offer expired as of 5:00 p.m., Friday, September 18, 2015. On September 21, 2015, we purchased
approximately $88.3 million of the outstanding 12.875% Senior Notes at $1,078 per $1,000 principal amount thereof with respect to the
12.875% Senior Notes validly tendered and accepted by us. On September 18, 2015, we delivered a notice to redeem all of the 12.875% Senior
Notes that remain outstanding following the consummation of the Tender Offer. The redemption of the outstanding 12.875% Senior Notes will
be effective November 1, 2015 with payment to be made to note holders on November 2, 2015. The Company will redeem the 12.875%
Senior Notes in accordance with their terms.
On September 1, 2015, we announced the completion of the acquisitions of (i) three facilities from The Danshell Group
("Danshell") for approximately $59.8 million, (ii) two facilities from Health and Social Care Partnerships ("H&SCP") for approximately
$26.2 million and (iii) Manor Hall for approximately $14.0 million. The inpatient psychiatric facilities acquired from Danshell have an
aggregate of 73 beds and are located in England. The inpatient psychiatric facilities acquired from H&SCP have an aggregate of 50 beds and
are located in England. Manor Hall has an aggregate of 26 beds and is located in England.
http://www.sec.gov/Archives/edgar/data/1076863/000119312515350869/d77019d424b3.htm[10/22/2015 5:12:28 PM]


Form 424(b)(3)
On July 1, 2015, we completed the acquisition of (i) the assets of Belmont Behavioral Health ("Belmont"), an inpatient psychiatric
facility with 147 beds located in Philadelphia, Pennsylvania, for cash consideration of approximately $40.0 million, which consists of $35.0
million base purchase price and an estimated working capital settlement of $5.0 million, and (ii) The Manor Clinic, a substance abuse facility
with 15 beds located in England, for cash consideration of approximately $5.9 million.
Since June 30, 2015, we incurred $120.0 million of additional borrowings under our senior secured revolving line of credit
primarily to finance these acquisitions.
Company Information
Acadia Healthcare Company, Inc. is a Delaware corporation. On May 13, 2011, we converted from a Delaware limited liability
company (Acadia Healthcare Company, LLC) to a Delaware corporation (Acadia Healthcare Company, Inc.) in accordance with Delaware
law. Our principal executive offices are located at 6100 Tower Circle, Suite 1000, Franklin, Tennessee 37067. Our telephone number is
(615) 861-6000. Our website is www.acadiahealthcare.com. The information contained on our website is not part of this prospectus and is not
incorporated in this prospectus by reference.


4
Table of Contents
Summary of the Exchange Offer
The summary below describes the principal terms of the Exchange Offer. Certain of the terms and conditions described below are
subject to important limitations and exceptions. The "Exchange Offer" section of this prospectus contains a more detailed description of the
terms and conditions of the Exchange Offer.

Initial Offering of Outstanding Notes On September 21, 2015, we sold, through a private placement exempt from the registration
requirements of the Securities Act, $275,000,000 of our 5.625% Senior Notes due 2023, all of which
are eligible to be exchanged for Exchange Notes. The Outstanding Notes were offered as additional
notes under the indenture pursuant to which we previously issued $375,000,000 in aggregate
principal amount of 5.625% Senior Notes due 2023 (the "Existing Notes"). The Outstanding Notes
constitute a further issuance of, and will be fungible with, the Existing Notes (and, following
completion of this Exchange Offer, will bear the same CUSIP number as the Existing Notes) and
form a single class of debt securities with the Existing Notes for all purposes under the indenture
governing the notes. Giving effect to the issuance of the Outstanding Notes, we have $650,000,000
in aggregate principal amount of our 5.625% Senior Notes due 2023 outstanding.
Registration Rights Agreement
Simultaneously with the private placement, we entered into a registration rights agreement with the
Initial Purchasers of the Outstanding Notes (the "Registration Rights Agreement"). Under the
Registration Rights Agreement, we are required to file a registration statement for substantially
identical debt securities (and related guarantees), which will be issued in exchange for the
Outstanding Notes, with the SEC. You may exchange your Outstanding Notes for Exchange Notes
in this Exchange Offer. For further information regarding the Exchange Notes, see the sections
entitled "Exchange Offer" and "Description of the Exchange Notes" in this prospectus.
Exchange Notes Offered
$275,000,000 aggregate principal amount of 5.625% Senior Notes due 2023.
Exchange Offer
We are offering to exchange the Outstanding Notes for a like principal amount at maturity of the
Exchange Notes. Outstanding Notes may be exchanged only in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. The Exchange Offer is being made pursuant to the Registration
Rights Agreement which grants the Initial Purchasers and any subsequent holders of the Outstanding
Notes certain exchange and registration rights. This Exchange Offer is intended to satisfy those
exchange and registration rights with respect to the Outstanding Notes. After the Exchange Offer is
complete, you will no longer be entitled to any exchange or registration rights with respect to your
http://www.sec.gov/Archives/edgar/data/1076863/000119312515350869/d77019d424b3.htm[10/22/2015 5:12:28 PM]


Document Outline