Current Report Filing (8-k)
April 20 2016 - 4:24PM
Edgar (US Regulatory)
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): April 20, 2016 (April 15, 2016)
AAC HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Nevada
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001-36643
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35-2496142
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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200 Powell Place
Brentwood, Tennessee
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37027
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(Address of Principal Executive Offices)
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(Zip Code)
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(615) 732-1231
(Registrants 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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On April 15, 2016, AAC Holdings, Inc., a Nevada corporation (the Company), through one of its subsidiaries, acquired a
100-room hotel in Arlington, Texas that the Company expects to convert into sober living beds (the Acquisition). The cash portion of the Acquisition was funded from borrowings pursuant to the Companys subordinated debt facility
with affiliates of Deerfield Management Company, L.P., previously disclosed in the Companys Current Report on Form 8-K that was filed with the Securities and Exchange Commission on October 7, 2015 (the Facility Agreement). On
April 15, 2016, the Company issued to Deerfield Private Design Fund III, L.P., Deerfield International Master Fund, L.P., and Deerfield Partners, L.P., Senior Subordinated Notes in the principal amounts of $2,500,000, $1,400,000 and $1,100,000,
respectively (the Senior Subordinated Notes). Pursuant to the terms and conditions of Facility Agreement, the Senior Subordinated Notes bear interest at an annual rate of 12.0% and mature on October 2, 2020. Additionally,
certain of the Companys operating subsidiaries (collectively, the Guarantors) previously entered into a Guaranty, dated as of October 2, 2015, whereby the Guarantors agreed to guarantee the obligations and liabilities of the
Company under the Facility Agreement and the notes executed in connection therewith, including, without limitation, the Senior Subordinated Notes.
The foregoing description of the Senior Subordinated Notes does not purport to be complete and is qualified in its entirety by reference to
the full text of the Senior Subordinated Notes. Copies of the Senior Subordinated Notes are filed herewith as
Exhibits 10.1
,
10.2
and
10.3
and are incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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10.1
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Senior Subordinated Note, dated April 15, 2016, payable to Deerfield Private Design Fund III, L.P.
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10.2
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Senior Subordinated Note, dated April 15, 2016, payable to Deerfield International Master Fund, L.P.
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10.3
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Senior Subordinated Note, dated April 15, 2016, payable to Deerfield Partners, L.P.
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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.
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AAC HOLDINGS, INC.
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By:
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/s/ Michael T. Cartwright
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Michael T. Cartwright
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Chief Executive Officer and Chairman
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Date: April 20, 2016
EXHIBIT INDEX
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No.
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Exhibit
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10.1
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Senior Subordinated Note, dated April 15, 2016, payable to Deerfield Private Design Fund III, L.P.
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10.2
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Senior Subordinated Note, dated April 15, 2016, payable to Deerfield International Master Fund, L.P.
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10.3
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Senior Subordinated Note, dated April 15, 2016, payable to Deerfield Partners, L.P.
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