Bond Arcadia Health Group Inc. 6.5% ( US00404AAM18 ) in USD

Arcadia Health Group Inc.

100 % ▼

United States

US00404AAM18 ( in USD )

6.5% per year ( payment 2 times a year)

29/02/2024 - Bond has expired

Prospectus brochure of the bond Acadia Healthcare Co. Inc US00404AAM18 in USD 6.5%, expired

2 000 USD

390 000 000 USD

00404AAM1

B- ( Highly speculative )

B3 ( Highly speculative )

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.

The Bond issued by Arcadia Health Group Inc. ( United States ) , in USD, with the ISIN code US00404AAM18, pays a coupon of 6.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 29/02/2024

The Bond issued by Arcadia Health Group Inc. ( United States ) , in USD, with the ISIN code US00404AAM18, was rated B3 ( Highly speculative ) by Moody's credit rating agency.

The Bond issued by Arcadia Health Group Inc. ( United States ) , in USD, with the ISIN code US00404AAM18, was rated B- ( Highly speculative ) by Standard & Poor's ( S&P ) credit rating agency.

Form 424(b)(3)
424B3 1 d191404d424b3.htm FORM 424(B)(3)
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-211503
Prospectus
$390,000,000

ACADIA HEALTHCARE COMPANY, INC.
EXCHANGE OFFER FOR
6.500% SENIOR NOTES DUE 2024

Offer (which we refer to as the "Exchange Offer") for outstanding 6.500% Senior Notes due 2024, in the aggregate principal amount of
$390,000,000 (which we refer to as the "Outstanding Notes"), in exchange for up to $390,000,000 in aggregate principal amount of 6.500% Senior
Notes due 2024 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 June 30, 2016, 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 March 1, 2024. The Exchange Notes will bear interest semi-annually in cash in arrears on March 1
and September 1 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.

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

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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 16 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 June 1, 2016
Table of Contents
TABLE OF CONTENTS

NON-GAAP FINANCIAL MEASURES
iii
MARKET AND INDUSTRY DATA
iv
CAUTIONARY NOTE REGARDING FINANCIAL INFORMATION
iv
CURRENCY EXCHANGE RATE
iv
FORWARD-LOOKING STATEMENTS

v
PROSPECTUS SUMMARY

1
RISK FACTORS
16
EXCHANGE OFFER
40
USE OF PROCEEDS
49
CAPITALIZATION
50
SELECTED CONSOLIDATED FINANCIAL DATA
51
DESCRIPTION OF OTHER INDEBTEDNESS
53
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
119
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
119

i
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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
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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 6.500% Senior Notes due 2024.
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 June 30,
2016, the expiration date of the Exchange Offer.

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NON-GAAP FINANCIAL MEASURES
We have included certain financial measures in this prospectus, including EBITDA, adjusted EBITDA, 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
EBITDA and pro forma EBITDA as net income adjusted for loss from discontinued operations or pro forma net income adjusted for loss from
discontinued operations (as applicable), net of income taxes, net interest expense, income tax provision (benefit) and depreciation and amortization.
We define adjusted EBITDA and pro forma adjusted EBITDA as EBITDA or pro forma EBITDA (as applicable) adjusted for equity-based
compensation expense, cost savings synergies, debt extinguishment costs and certain other items. For a reconciliation of net income to adjusted
EBITDA and 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."
EBITDA, adjusted EBITDA, pro forma EBITDA and pro forma adjusted EBITDA, as presented in this prospectus, are supplemental
measures of our performance and are not required by, or presented in accordance with, GAAP. EBITDA, adjusted EBITDA, 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 EBITDA, adjusted EBITDA, 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 EBITDA, adjusted EBITDA, pro forma EBITDA and pro forma
adjusted EBITDA in this 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 equity securities, many of which present
EBITDA and adjusted EBITDA when reporting their results. Our presentation of EBITDA, adjusted EBITDA, 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.
We also have included in this prospectus certain non-IFRS measures used historically by Priory Group No. 1 Limited ("Priory"), including
EBITDA, Adjusted EBITDA, EBITDAR, and Adjusted EBITDAR, which are not required by, or presented in accordance with IFRS. Priory
defines (a) EBITDA as operating profit (which does not include interest or taxes) before depreciation of tangible fixed assets and amortization,
(b) "EBITDAR" as EBITDA before rent expense, (c) "Adjusted EBITDA" as EBITDA as adjusted to remove the effects of certain exceptional
items as described in the notes to Priory's consolidated financial statements incorporated by reference into this prospectus and (d) "Adjusted
EBITDAR" as EBITDAR as adjusted to remove the effects of certain exceptional items as described in the notes to Priory's consolidated financial
statements incorporated by reference into this prospectus. Priory has presented Adjusted EBITDA as a useful indicator of its ability to incur and
service its indebtedness and to assist certain investors, security analysts and other interested parties in evaluating the company. EBITDAR is a
common measure in Priory's industry because it allows comparability across the sector for operations regardless of whether a business leases or
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owns its properties. Adjusted EBITDA and Adjusted EBITDAR are believed to be relevant measures for assessing performance because they are
adjusted for certain items which are not indicative of underlying operating performance and thus aid in an understanding of EBITDA and
EBITDAR, respectively.
EBITDA, EBITDAR, Adjusted EBITDA and Adjusted EBITDAR and similar measures are used by different companies for differing
purposes and are often calculated in ways that reflect the circumstances of those companies. EBITDA, EBITDAR, Adjusted EBITDA and Adjusted
EBITDAR have limitations as analytical tools, and you should not consider them in isolation. Some of these limitations include (a) they do not
reflect cash expenditures or future requirements for capital expenditures or contractual commitments; (b) they do not reflect changes in, or cash
requirements for, working capital needs; (c) they do not reflect the significant interest expense, or the cash requirements necessary, to service
interest or principal payments on debts; (d) although depreciation and amortization are non-cash charges, the assets being depreciated and
amortized will often need to be replaced in the future and EBITDA, EBITDAR, Adjusted EBITDA and Adjusted EBITDAR do not reflect any
cash requirements that would be required for such replacements; (d) some of the exceptional items that Priory eliminates in calculating EBITDA,
EBITDAR, Adjusted EBITDA and Adjusted EBITDAR reflect cash payments that were made, or will in the future be made; and (e) the fact that
other companies in Priory's industry may calculate EBITDA, EBITDAR, Adjusted EBITDA and Adjusted EBITDAR differently than Priory does,
which limits their usefulness as comparative measures.

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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, 2015, 2014 and 2013 relating to Priory
Group No. 1 Limited ("Priory") that are incorporated by reference into this prospectus have been prepared in accordance with International
Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. IFRS differs in certain respects from
GAAP. Priory has not prepared and does not intend to prepare its financial statements in accordance with GAAP.
This prospectus contains and incorporates by reference certain unaudited information including revenue and operating statistics based on
revenue, that is presented on a pro forma basis assuming that the Priory and CRC acquisitions, as well as certain other immaterial acquisitions,
occurred as of January 1, 2015. The unaudited pro forma financial information has been prepared using the acquisition method of accounting for
business combinations under GAAP. 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. The pro forma financial information may not be
representative of future results.
CURRENCY EXCHANGE RATE
This prospectus contains and incorporates by reference translations of amounts denominated in British Pounds Sterling into U.S. dollars at
specific rates solely for the convenience of the potential investor. Unless otherwise noted, all translations from British pounds to U.S. dollars and
from U.S. dollars to British pounds included or incorporated by reference in this prospectus were made at an assumed rate of (£0.68) British
Pound Sterling for one ($1.00) U.S. Dollar or U.S. $1.45 for one (£1) British Pound Sterling, the exchange rate assumption used for certain
purposes in the unaudited pro forma condensed combined financial statements in this prospectus, or, for certain historical periods, the respective
exchange rate listed in the notes to such pro forma financial statements. Certain financial information for Priory presented or incorporated by
reference herein is translated to U.S. dollars based on the historical exchange rates set forth in the financial statements of Priory incorporated by
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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 above, or at all.

iv
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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
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:

·
review of our acquisition of Priory by the CMA;

·
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 Priory and CRC 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 Priory and Partnerships in Care facilities on payments received from the National Health Service in the
United Kingdom, or the 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;

·
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;

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

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·
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 Priory and 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 Priory, 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 jurisdictions where we have concentrated operations;

·
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;

·
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 SEC.
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.

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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 16 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
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mean the statement is made as if the Priory and CRC 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 March 31, 2016, we operated 585 behavioral healthcare facilities with over 17,400 beds in 39 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 years ended December 31, 2015 and 2014, we generated revenue of
$1.8 billion and $1.0 billion, respectively. On a pro forma basis for the three months ended March 31, 2016 and the year ended December 31,
2015, giving effect to the acquisitions of Priory and CRC and several immaterial acquisitions, we would have generated pro forma revenue of
approximately $727.4 million and approximately $2.8 billion, respectively, pro forma net income of approximately $47.1 million and $165.8
million, respectively, and pro forma adjusted EBITDA of $157.7 million and $668.2 million, respectively. A reconciliation of pro forma net
income to pro forma adjusted EBITDA appears on page 13 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.
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.
In the United Kingdom, we provide inpatient services through a variety of facilities, including mental health hospitals, clinics, care
homes, schools, colleges and children's homes. In addition to these services, we also operate a U.K. division that leverages on our clinical
knowledge to provide Employee Assistance Programs to organizations.
Acquisition of Priory
On February 16, 2016, we completed our acquisition of Priory for a total purchase price of approximately $2.2 billion, including total
cash consideration of approximately $1.9 billion and the issuance of 4,033,561 shares our common stock. Priory is the leading independent
provider of behavioral healthcare services in the United Kingdom. The Competition and Markets Authority (the "CMA") in the United
Kingdom currently is reviewing our acquisition of Priory. We cannot determine when the CMA will complete its review of the acquisition of
Priory and, until such review is complete, we will not be allowed to integrate Priory's business. Further, we may be required by the CMA to
divest part of Priory's or our respective businesses. At February 16, 2016, Priory operated 324 facilities with approximately 7,100 beds.

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Strategic Rationale. We expect to realize significant benefits from the acquisition of Priory. Our rationale for the acquisition included the
following:

·
Expand our geographic presence in the United Kingdom market;

·
Acquire a leading independent provider of behavioral healthcare services in the United Kingdom, operating 324 inpatient

behavioral health facilities with approximately 7,100 beds as of February 16, 2016;

·
Capitalize on growth opportunities driven by underlying fundamental trends in addiction and behavioral health services;
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·
Realize earnings accretion and the benefit of future Priory acquisitions;

·
Expand our geographic footprint into attractive markets; and

·
Pursue opportunities for future growth in the behavioral health market in the United Kingdom.
Acquisition Financing. We funded the acquisition of Priory using (i) the proceeds of the sale of $390.0 million of the Outstanding Notes
completed on February 16, 2016, (ii) $955.0 million of borrowings under a new incremental Term Loan B facility and (iii) approximately
$658.5 million of the approximately $685.0 million of total cash proceeds to us from the issuance of shares of our common stock in a public
offering completed on January 12, 2016.
Recent Developments
On April 1, 2016, we completed the acquisition of Serenity Knolls, an inpatient psychiatric facility with 30 beds located in Forest Knolls,
California, for cash consideration of approximately $10.0 million.
Effective May 1, 2016, we completed the acquisition of Trustpoint Hospital, a hospital providing acute care and inpatient psychiatric
services with 101 beds located in Murfreesboro, Tennessee, for cash consideration of $60.0 million.
In May 2016, we entered into multiple cross currency swap agreements with an aggregate notional amount of $650.0 million to manage
foreign currency exchange risk by effectively converting a portion of its fixed-rate U.S. dollar denominated senior notes, including the semi-
annual interest payments thereunder, to fixed-rate, GBP-denominated debt. The senior notes effectively converted include $150.0 million
aggregate principal amount of 6.125% Senior Notes due 2021, $300.0 million aggregate principal amount of 5.125% Senior Notes due 2022
and $200.0 million aggregate principal amount of 5.625% Senior Notes due 2023. During the term of the swap agreements, we will receive
semi-annual interest payments based in U.S. dollars from the counterparties based on U.S. dollar fixed interest rates, and we will make semi-
annual interest payments based in GBP to the counterparties based on GBP fixed interest rates. The interest rates applicable to the GBP
interest payments are substantially the same as the interest rates in place for the existing U.S. dollar-denominated debt. At maturity, we will
repay the principal amounts listed above in GBP and receive the principal amount in U.S. dollars.
On May 26, 2016, we entered into a Tranche B-1 Repricing Amendment to our Amended and Restated Credit Agreement. As of the
execution date thereof, such amendment reduced the Applicable Rate with respect to our Tranche B-1 Term Loan, which had $493.8 million
outstanding as of March 31, 2016, from 3.50% to 3.00% in the case of Eurodollar Rate Loans and 2.50% to 2.00% in the case of Base Rate
Loans.
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.

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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 February 16, 2016, we sold, through a private placement exempt from the
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Form 424(b)(3)
registration requirements of the Securities Act, $390,000,000 of our 6.500% Senior
Notes due 2024 (the "Outstanding Notes"), all of which are eligible to be exchanged for
Exchange Notes.

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
$390,000,000 aggregate principal amount of 6.500% Senior Notes due 2024.

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 Outstanding Notes.

Expiration Date; Withdrawal of Tender
The Exchange Offer will expire at 5:00 p.m., New York City time, on June 30, 2016, or
a later time if we choose to extend the Exchange Offer in our sole and absolute
discretion. You may withdraw your tender of Outstanding Notes at any time prior to the
expiration date. All Outstanding Notes that are validly tendered and not validly
withdrawn will be exchanged. Any Outstanding Notes not accepted by us for exchange
for any reason will be returned to you at our expense as promptly as possible after the
expiration or termination of the Exchange Offer.

Broker-Dealer
Each broker-dealer acquiring Exchange Notes issued for its own account in exchange
for Outstanding Notes, which it acquired through market-making activities or other
trading activities, must acknowledge that it will deliver a proper prospectus when any
Exchange Notes issued in the Exchange Offer are transferred. A broker-dealer may use
this prospectus for an offer to resell, a resale or other retransfer of the Exchange Notes
issued in the Exchange Offer.

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Prospectus Recipients
We mailed this prospectus and the related Exchange Offer documents to registered
holders of the Outstanding Notes as of June 1, 2016.

Conditions to the Exchange Offer
Our obligation to accept for exchange, or to issue the Exchange Notes in exchange for,
any Outstanding Notes is subject to certain customary conditions, including our
determination that the Exchange Offer does not violate any law, statute, rule, regulation
or interpretation by the staff of the SEC or any regulatory authority or other foreign,
federal, state or local government agency or court of competent jurisdiction, some of
which may be waived by us. We currently expect that each of the conditions will be
satisfied and that no waivers will be necessary. See "Exchange Offer--Conditions to the
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Form 424(b)(3)
Exchange Offer."

Procedures for Tendering Outstanding Notes
The Outstanding Notes were issued as global securities and were deposited upon
issuance with U.S. Bank National Association, as custodian for The Depository Trust
Company ("DTC").

Beneficial interests in the Outstanding Notes, which are held by direct or indirect

participants in DTC, are shown on, and transfers of the Outstanding Notes can only be
made through, records maintained in book-entry form by DTC.

You may tender your Outstanding Notes by instructing your broker or bank where you
keep the Outstanding Notes to tender them for you. By tendering your Outstanding
Notes you will be deemed to have acknowledged and agreed to be bound by the terms

set forth under "Exchange Offer" and in the letter of transmittal accompanying this
prospectus. Your Outstanding Notes must be tendered in denominations of $2,000 and
integral multiples of $1,000 in excess thereof.

In order for your tender of Outstanding Notes for Exchange Notes in the Exchange

Offer to be considered valid, you must transmit to the exchange agent on or before 5:00
p.m., New York City time on the expiration date either:

· an original or facsimile of a properly completed and duly executed copy of the
letter of transmittal, which accompanies this prospectus, together with your

Outstanding Notes and any other documentation required by the letter of
transmittal, at the address provided on the cover page of the letter of transmittal; or

· if the Outstanding Notes you own are held of record by DTC, in book-entry form
and you are making delivery by book-entry transfer, a computer-generated
message transmitted by means of the Automated Tender Offer Program System of
DTC ("ATOP"), in which you acknowledge and agree to be bound by the terms of
the letter of transmittal and which, when received by the exchange agent, forms a

part of a confirmation of book-entry transfer. As part of the book-entry transfer,
DTC will facilitate the exchange of your Outstanding Notes and update your
account to reflect the issuance of the Exchange Notes to you. ATOP allows you to
electronically transmit your acceptance of the Exchange Offer to DTC instead of
physically completing and delivering a letter of transmittal to the exchange agent.

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In addition, if you are making delivery via book-entry transfer, you must deliver, to the
exchange agent on or before 5:00 p.m., New York City time on the expiration date, a

timely confirmation of book-entry transfer of your Outstanding Notes into the account
of the exchange agent at DTC.

Special Procedures for Beneficial Owners
If you are the beneficial owner of book-entry interests and your name does not appear on
a security position listing of DTC as the holder of the book-entry interests or if you are a
beneficial owner of Outstanding Notes that are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and you wish to tender the
book-entry interest or Outstanding Notes in the Exchange Offer, you should contact the
person in whose name your book-entry interests or Outstanding Notes are registered
promptly and instruct that person to tender on your behalf.

Guaranteed Delivery Procedures
If you wish to tender your Outstanding Notes and your outstanding notes are not
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Document Outline

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