Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - AAC Holdings, Inc. | d838392dex991.htm |
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): December 16, 2014 (December 15, 2014)
AAC HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 001-36643 | 35-2496142 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 115 East Park Drive, Second Floor Brentwood, Tennessee |
37027 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(615) 732-1231
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On December 15, 2014, AAC Holdings, Inc., a Nevada corporation (the “Company”), through American Addiction Centers, Inc., a Nevada corporation and wholly-owned subsidiary of the Company and AAC Florida Acquisition Sub, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of the Company (the “Buyer”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Recovery First, Inc., a Florida corporation (the “Seller”) and a certain equity owner of the Seller, pursuant to which Buyer agrees to acquire substantially all of the assets of Seller and assume certain specified liabilities. Seller is a Florida-based provider of substance abuse treatment and rehabilitation services, including a 56-bed inpatient substance abuse treatment facility in the greater Fort Lauderdale, Florida area. The aggregate purchase price payable by the Buyer under the Purchase Agreement is $13 million in cash.
The Purchase Agreement contains customary representations, warranties and covenants by the parties to such agreement as well as customary indemnification provisions and termination rights for the parties. The closing is expected to occur in the first quarter of 2015 and is subject to certain closing conditions, including obtaining required governmental licenses.
Item 7.01 Regulation FD Disclosure.
On December 15, 2014, the Company issued a press release announcing the execution of the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 | Press Release dated December 15, 2014 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AAC HOLDINGS, INC. | ||
| By: | /s/ Michael T. Cartwright | |
| Michael T. Cartwright | ||
| Chief Executive Officer and Chairman | ||
Date: December 16, 2014
EXHIBIT INDEX
| No. |
Exhibit | |
| 99.1 | Press Release dated December 15, 2014 | |