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As filed with the Securities and Exchange Commission on October
9, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ACADIA HEALTHCARE COMPANY, INC.*
(Exact Name of Registrant as Specified in its Charter)
6100 Tower Circle, Suite 1000
Franklin, Tennessee 37067
(615) 861-6000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrants Principal Executive Offices)
Christopher L. Howard
Executive Vice President, General Counsel and Secretary
Acadia Healthcare Company, Inc.
6100 Tower Circle, Suite 1000
Franklin, Tennessee 37067
(615) 861-6000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
James H. Nixon III
Waller Lansden Dortch & Davis, LLP
511 Union Street, Suite 2700
Nashville City Center
Nashville, Tennessee 37219
(615) 244-6380
Approximate Date of Commencement of Proposed Sale to the
Public:As soon as reasonably practicable after this
registration statement becomes effective.
If the securities being registered on this form are being
offered in connection with the formation of a holding company and
there is compliance with General Instruction G, check the following
box. ¨
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933,
as amended (the Securities Act), check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
¨
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer or
a smaller reporting company. See definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule
12b-2 of the Securities Exchange Act of 1934 (Check One):
If applicable, place an X in the box to designate the
appropriate rule provision relied upon in conducting this
transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer):
¨
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender
Offer): ¨
CALCULATION OF REGISTRATION FEE
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF
1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
TABLE OF ADDITIONAL REGISTRANTS
The information in this preliminary prospectus is not complete
and may be changed. This preliminary prospectus is not an offer to
sell these securities and it is not a solicitation of an offer to
buy these securities in any jurisdiction where the offering is not
permitted.
Subject to Completion, dated October 9, 2015
Preliminary 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:
Terms 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 Factorsbeginning 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 [ ], 2015
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 [
], 2015, the expiration date of the Exchange Offer.
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 SummarySummary 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 companys
historical performance and by securities analysts, investors and
other interested parties in the evaluation of issuers of debt
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
Acadias 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.
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 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:
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.
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. 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.
We expect to realize significant benefits from the acquisition
of CRC. Our rationale for the acquisition included the
following:
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 PSIs 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 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.
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
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
managements 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.
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 teams 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...
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