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Acadia Healthcare Co., Inc. – ‘10-K’ for 12/31/20 – ‘EX-4.13’

On:  Friday, 2/26/21, at 4:33pm ET   ·   For:  12/31/20   ·   Accession #:  1564590-21-9466   ·   File #:  1-35331

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/26/21  Acadia Healthcare Co., Inc.       10-K       12/31/20  139:21M                                    ActiveDisclosure/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.02M 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML     75K 
                Liquidation or Succession                                        
 3: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,   HTML    348K 
                Liquidation or Succession                                        
 4: EX-4.13     Instrument Defining the Rights of Security Holders  HTML     57K 
 5: EX-21       Subsidiaries List                                   HTML    100K 
 6: EX-22       Published Report re: Matters Submitted to a Vote    HTML     45K 
                of Security Holders                                              
 7: EX-23       Consent of Expert or Counsel                        HTML     36K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     43K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     43K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     39K 
11: EX-32.2     Certification -- §906 - SOA'02                      HTML     38K 
18: R1          Document and Entity Information                     HTML    102K 
19: R2          Consolidated Balance Sheets                         HTML    146K 
20: R3          Consolidated Balance Sheets (Parenthetical)         HTML     51K 
21: R4          Consolidated Statements of Operations               HTML    151K 
22: R5          Consolidated Statements of Operations               HTML     38K 
                (Parenthetical)                                                  
23: R6          Consolidated Statements of Comprehensive Income     HTML     71K 
                (Loss)                                                           
24: R7          Consolidated Statements of Comprehensive Income     HTML     41K 
                (Loss) (Parenthetical)                                           
25: R8          Consolidated Statements of Equity                   HTML     76K 
26: R9          Consolidated Statements of Cash Flows               HTML    178K 
27: R10         Description of Business and Basis of Presentation   HTML     43K 
28: R11         Summary of Significant Accounting Policies          HTML    135K 
29: R12         U.K. Sale                                           HTML    212K 
30: R13         The CARES Act                                       HTML     42K 
31: R14         Revenue                                             HTML    166K 
32: R15         Earnings Per Share                                  HTML    138K 
33: R16         Acquisitions                                        HTML     81K 
34: R17         Property and Equipment                              HTML     68K 
35: R18         Other Intangible Assets                             HTML    112K 
36: R19         Leases                                              HTML    240K 
37: R20         Long-Term Debt                                      HTML    134K 
38: R21         Equity                                              HTML     41K 
39: R22         Equity-Based Compensation                           HTML    276K 
40: R23         Income Taxes                                        HTML    300K 
41: R24         Derivatives                                         HTML     42K 
42: R25         Fair Value Measurements                             HTML    109K 
43: R26         Commitments and Contingencies                       HTML     46K 
44: R27         Noncontrolling Interests                            HTML     58K 
45: R28         Employee Benefit Plans                              HTML     42K 
46: R29         Accumulated Other Comprehensive Loss                HTML    131K 
47: R30         Quarterly Information (Unaudited)                   HTML    234K 
48: R31         Financial Information for the Company and Its       HTML     87K 
                Subsidiaries                                                     
49: R32         Subsequent Events                                   HTML     41K 
50: R33         Summary of Significant Accounting Policies          HTML    159K 
                (Policies)                                                       
51: R34         Summary of Significant Accounting Policies          HTML    113K 
                (Tables)                                                         
52: R35         U.K. Sale (Tables)                                  HTML    216K 
53: R36         Revenue (Tables)                                    HTML    151K 
54: R37         Earnings Per Share (Tables)                         HTML    136K 
55: R38         Acquisitions (Tables)                               HTML     81K 
56: R39         Property and Equipment (Tables)                     HTML     67K 
57: R40         Other Intangible Assets (Tables)                    HTML    111K 
58: R41         Leases (Tables)                                     HTML    244K 
59: R42         Long-Term Debt (Tables)                             HTML    112K 
60: R43         Equity-Based Compensation (Tables)                  HTML    273K 
61: R44         Income Taxes (Tables)                               HTML    299K 
62: R45         Fair Value Measurements (Tables)                    HTML    106K 
63: R46         Noncontrolling Interests (Tables)                   HTML     56K 
64: R47         Accumulated Other Comprehensive Loss (Tables)       HTML    131K 
65: R48         Quarterly Information (Unaudited) (Tables)          HTML    233K 
66: R49         Financial Information for the Company and Its       HTML     87K 
                Subsidiaries (Tables)                                            
67: R50         Description of Business and Basis of Presentation   HTML     44K 
                - Additional Information (Detail)                                
68: R51         Summary of Significant Accounting Policies -        HTML    120K 
                Additional Information (Detail)                                  
69: R52         Summary of Significant Accounting Policies - Other  HTML     56K 
                Current Assets (Detail)                                          
70: R53         Summary of Significant Accounting Policies -        HTML     60K 
                Summary of Other Accrued Liabilities (Detail)                    
71: R54         U.K. Sale - Additional Information (Detail)         HTML     74K 
72: R55         U.K. Sale - Result of Operation (Detail)            HTML     86K 
73: R56         U.K. Sale - Major Classes of Assets and             HTML    100K 
                Liabilities (Detail)                                             
74: R57         U.K. Sale - Summary of Funded Status (Unfunded      HTML     50K 
                Liability) (Detail)                                              
75: R58         The CARES Act - Additional Information (Detail)     HTML     79K 
76: R59         Revenue - Additional Information (Detail)           HTML     66K 
77: R60         Revenue - Schedule of U.S. Revenue Attributed to    HTML     58K 
                Each Category (Detail)                                           
78: R61         Revenue - Schedule of Revenue and Percentage        HTML     67K 
                Generated by Each Payor Type in U.S Facilities                   
                (Detail)                                                         
79: R62         Revenue - Summary of the Activity in Unearned       HTML     45K 
                Revenue in U.S. Facilities (Detail)                              
80: R63         Earnings Per Share - Computation of Basic and       HTML    103K 
                Diluted Earnings Per Share (Detail)                              
81: R64         Earnings Per Share - Additional Information         HTML     39K 
                (Detail)                                                         
82: R65         Acquisitions - Additional Information (Detail)      HTML     52K 
83: R66         Acquisitions - Summary of Changes in Goodwill       HTML     46K 
                (Detail)                                                         
84: R67         Acquisitions - Transaction Related Expenses as      HTML     46K 
                Incurred (Detail)                                                
85: R68         Property and Equipment - Summary of Property and    HTML     53K 
                Equipment (Detail)                                               
86: R69         Property and Equipment - Additional information     HTML     43K 
                (Detail)                                                         
87: R70         Other Intangible Assets - Other Identifiable        HTML     63K 
                Intangible Assets and Related Accumulated                        
                Amortization (Detail)                                            
88: R71         Other Intangible Assets - Additional Information    HTML     39K 
                (Detail)                                                         
89: R72         Leases - Additional Information (Detail)            HTML     44K 
90: R73         Leases - Schedule of Leases on Consolidated         HTML     65K 
                Balance Sheet (Detail)                                           
91: R74         Leases - Schedule of Weighted-average Remaining     HTML     46K 
                Lease Terms and Discount Rates (Detail)                          
92: R75         Leases - Schedule of Lease Cost (Detail)            HTML     56K 
93: R76         Leases - Schedule of Undiscounted Cash Flows for    HTML     86K 
                Finance and Operating Leases (Detail)                            
94: R77         Leases - Schedule of Supplemental Data (Detail)     HTML     48K 
95: R78         Long-Term Debt - Components of Long-Term Debt       HTML     74K 
                (Detail)                                                         
96: R79         Long-Term Debt - Components of Long-Term Debt       HTML     61K 
                (Parenthetical) (Detail)                                         
97: R80         Long-Term Debt (Amended and Restated Senior Credit  HTML    165K 
                Facility) - Additional Information (Detail)                      
98: R81         Long-Term Debt (6.125% Senior Notes due 2021) -     HTML     47K 
                Additional Information (Detail)                                  
99: R82         Long-Term Debt (5.125% Senior Notes due 2022) -     HTML     47K 
                Additional Information (Detail)                                  
100: R83         Long-Term Debt (Redemption of 6.125% Senior Notes   HTML     52K  
                and 5.125% Senior Notes) - Additional Information                
                (Detail)                                                         
101: R84         Long-Term Debt (5.625% Senior Notes due 2023) -     HTML     50K  
                Additional Information (Detail)                                  
102: R85         Long-Term Debt (6.500% Senior Notes due 2024) -     HTML     47K  
                Additional Information (Detail)                                  
103: R86         Long-Term Debt (Redemption of 5.265% Senior Notes   HTML     59K  
                and 6.500% Senior Notes) - Additional Information                
                (Detail)                                                         
104: R87         Long-Term Debt (5.500% Senior Notes due 2028) -     HTML     47K  
                Additional Information (Detail)                                  
105: R88         Long-Term Debt (5.000% Senior Notes due 2029) -     HTML     53K  
                Additional Information (Detail)                                  
106: R89         Long-Term Debt (9.0% and 9.5% Revenue Bonds) -      HTML     64K  
                Additional Information (Detail)                                  
107: R90         Long-Term Debt (Debt Issuance Costs) - Additional   HTML     43K  
                Information (Detail)                                             
108: R91         Long-Term Debt (Other) - Summary of Aggregate       HTML     52K  
                Maturities of Long-Term Debt (Detail)                            
109: R92         Equity - Additional Information (Detail)            HTML     45K  
110: R93         Equity-Based Compensation - Additional Information  HTML     74K  
                (Detail)                                                         
111: R94         Equity-Based Compensation - Stock Option Activity   HTML     82K  
                (Detail)                                                         
112: R95         Equity-Based Compensation - Schedule of Stock       HTML     47K  
                Options Valuation Assumptions (Detail)                           
113: R96         Equity-Based Compensation - Restricted Stock        HTML     59K  
                Activity (Detail)                                                
114: R97         Equity-Based Compensation - Restricted Stock Unit   HTML     64K  
                Activity (Detail)                                                
115: R98         Income Taxes - Components of Provision for Income   HTML     65K  
                Taxes (Detail)                                                   
116: R99         Income Taxes - Effective Income Tax Rate (Detail)   HTML     68K  
117: R100        Income Taxes - Additional Information (Detail)      HTML    108K  
118: R101        Income Taxes - Summary of Domestic and Foreign      HTML     46K  
                Components of Income from Continuing Operations                  
                before Income Taxes (Detail)                                     
119: R102        Income Taxes - Deferred Tax Assets and Liabilities  HTML     83K  
                (Detail)                                                         
120: R103        Income Taxes - Unrecognized Income Tax Benefits     HTML     43K  
                Net of Federal Benefit (Detail)                                  
121: R104        Derivatives - Additional Information (Detail)       HTML     48K  
122: R105        Fair Value Measurements - Carrying Amounts and      HTML     82K  
                Fair Values of Company's Amended and Restated                    
                Senior Credit Facilities and Contingent                          
                Consideration Liabilities (Detail)                               
123: R106        Fair Value Measurements - Additional Information    HTML     56K  
                (Detail)                                                         
124: R107        Commitments and Contingencies - Additional          HTML     38K  
                Information (Detail)                                             
125: R108        Noncontrolling Interests - Additional Information   HTML     45K  
                (Detail)                                                         
126: R109        Noncontrolling Interests - Summary of Redeemable    HTML     47K  
                Noncontrolling Interests (Detail)                                
127: R110        Employee Benefit Plans - Additional Information     HTML     41K  
                (Detail)                                                         
128: R111        Accumulated Other Comprehensive Loss - Components   HTML     62K  
                of Accumulated Other Comprehensive Loss (Detail)                 
129: R112        Accumulated Other Comprehensive Loss - Components   HTML     42K  
                of Accumulated Other Comprehensive Loss                          
                (Parenthetical) (Detail)                                         
130: R113        Quarterly Information (Unaudited) - Schedule of     HTML    100K  
                Quarterly Financial Information (Detail)                         
131: R114        Quarterly Information (Unaudited) - Schedule of     HTML     47K  
                Quarterly Financial Information (Parenthetical)                  
                (Detail)                                                         
132: R115        Financial Information for the Company and Its       HTML     56K  
                Subsidiaries - Additional Information (Detail)                   
133: R116        Financial Information for the Company and Its       HTML     76K  
                Subsidiaries - Summarized Balance Sheet (Detail)                 
134: R117        Financial Information for the Company and Its       HTML     70K  
                Subsidiaries - Summarized Statements of Income                   
                (Loss) (Detail)                                                  
135: R118        Subsequent Events - Additional Information          HTML     87K  
                (Detail)                                                         
137: XML         IDEA XML File -- Filing Summary                      XML    262K  
17: XML         XBRL Instance -- achc-10k_20201231_htm               XML   5.55M 
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138: JSON        XBRL Instance as JSON Data -- MetaLinks              611±   973K  
139: ZIP         XBRL Zipped Folder -- 0001564590-21-009466-xbrl      Zip    473K  


‘EX-4.13’   —   Instrument Defining the Rights of Security Holders


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Exhibit 4.13

 

DESCRIPTION OF THE COMPANY’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES

EXCHANGE ACT OF 1934

 

Acadia Healthcare Company, Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, $0.01 par value per share.

 

In this exhibit, when we refer to “Acadia,” the “Company,” “we,” “us” or “our” or when we otherwise refer to ourselves, we mean Acadia Healthcare Company, Inc., excluding, unless otherwise expressly stated or the context requires, our subsidiaries; all references to “common stock” refer only to common stock issued by us and not to any common stock issued by any subsidiary.

 

DESCRIPTION OF COMMON STOCK

Our amended and restated certificate of incorporation, as amended, provides that our authorized capital stock consists of 180,000,000 shares of common stock, $0.01 par value, and 10,000,000 shares of preferred stock, $0.01 par value. As of February 26, 2021, there were 89,039,946 shares of our common stock and no shares of our preferred stock issued and outstanding.

This section summarizes the general terms of our common stock. The summaries in this section do not describe every aspect of our common stock. When evaluating our common stock, you should also refer to all of the provisions of our amended and restated certificate of incorporation, our amended and restated bylaws and the Delaware General Corporation Law, as amended (“DGCL”). Our amended and restated certificate of incorporation and our amended and restated bylaws are filed as exhibits to our Annual Report on Form 10-K.

 

Terms of Common Stock

Voting Rights

Each share of common stock entitles the holder to one vote with respect to each matter presented to our stockholders on which the holders of common stock are entitled to vote. Our common stock votes as a single class on all matters relating to the election and removal of directors on our board of directors and as provided by law. Holders of our common stock do not have cumulative voting rights. Except in respect of matters relating to the election of directors, or as otherwise provided in our amended and restated certificate of incorporation or required by law, all matters to be voted on by our stockholders must be approved by a majority of the shares present in person or by proxy at the meeting at which a quorum is present and entitled to vote on the subject matter. The holders of a majority of the outstanding voting power of all shares of capital stock entitled to vote, present in person or represented by proxy, constitutes a quorum at all meetings of our stockholders. In the case of the election of directors in uncontested director elections, in order to be elected, a majority of the votes cast must be in favor of a nominee’s election. In contested elections, directors must be elected by a plurality of the votes cast.

Dividend Rights

The holders of our outstanding shares of common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. Our ability to pay dividends on our common stock will be limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us, including restrictions under the terms of the agreements governing our indebtedness.

Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, holders of our common stock are entitled to share ratably in our assets that are legally available for distribution to stockholders

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after payment of our debts and other liabilities. If we have any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution and/or liquidation preferences. In either such case, we must pay the applicable distribution to the holders of preferred stock, if any, before we may pay distributions to the holders of our common stock.

Other Rights

Our stockholders have no preemptive, conversion or other rights to subscribe for additional shares. All outstanding shares of our common stock are validly issued, fully paid and nonassessable. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that our board of directors may designate and issue in the future.

Listing

Our common stock is listed on The NASDAQ Global Select Market under the symbol “ACHC”.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Broadridge Corporate Issuer Solutions, Inc.

Registration Rights

Effective December 31, 2015, concurrently with the execution of the sale and purchase deed related to our acquisition of Priory Group No. 1 Limited, we entered into a third amended and restated registration rights agreement (the “Registration Rights Agreement), with certain members of our current and former management (the “Management Investors”), Waud Capital Partners, L.L.C. (“WCP”), investment funds affiliated with Bain Capital Partners, LLC (collectively, “Bain Capital”) and investment funds affiliated with Advent International Corporation (“Advent”). The Registration Rights Agreement grants certain stockholders “demand” registration rights for registered offerings and “piggyback” registration rights with respect to our securities. Such rights expired for Bain Capital and Advent in connection with their prior sales of Acadia stock. All expenses incident to registrations are required to be borne by us.

Stockholders Agreement

Concurrently with the execution of the merger agreement related to our acquisition of CRC Health Group, Inc. (“CRC”), we entered into an amended and restated stockholders agreement (the “Stockholders Agreement”) with the Management Investors, WCP and Bain Capital. The Stockholders Agreement became effective on February 11, 2015 in connection with the closing of our acquisition of CRC.

The Stockholders Agreement granted WCP certain rights to designate a nominee for election to our board of directors which WCP exercised to designate Reeve B. Waud for election at the annual meeting of stockholders held in 2016 and certain consent rights over the transfer of shares by Management Investors that have expired.

The Stockholders Agreement provides that no Management Investor will take any of the following actions from the date the Company gives notice to the Management Investors that a preliminary or final prospectus has been circulated for a public offering and during the 60 days following the date of the final prospectus for such public offering: (i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Company’s or its subsidiaries’ equity securities or any securities convertible into or exchangeable or exercisable for such securities; (ii) enter into any transaction which would have the same effect as described in clause (i); (iii) enter into any swap, hedge or other arrangement that transfers, in whole or part, any of the economic consequences or ownership of any of the securities described in clause (i); or (iv) publicly disclose the intention to enter into any transaction described in clauses (i), (ii) or (iii). The foregoing restrictions do not apply to transactions made in the subject public offering and those to which the underwriters managing such public offering agree in writing. As used

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in this “– Stockholders Agreement” section, “public offering” refers to any offering by the Company of the Company’s or its subsidiaries’ capital stock or other equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any similar federal statute then in force.

Antitakeover Effects of Delaware Law and Acadia’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may delay, defer or discourage another party from acquiring control of us. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give our board of directors the power to discourage acquisitions that some stockholders may favor.

Undesignated Preferred Stock

The ability to authorize undesignated preferred stock will make it possible for our board of directors to issue preferred stock with super voting, special approval, dividend or other rights or preferences on a discriminatory basis that could impede the success of any attempt to acquire us. These and other provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in our control or our management.

Classified Board of Directors

In accordance with our amended and restated certificate of incorporation our board of directors is divided into three classes, with each class serving three-year staggered terms. In addition, under the DGCL, directors serving on a classified board of directors may only be removed from the board of directors with cause and by an affirmative vote of the majority of our common stock. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in our control or our management.

 

Requirements for Advance Notification of Stockholder Meetings

In accordance with our amended and restated certificate of incorporation, special meetings of the stockholders may be called only upon a resolution approved by a majority of our board of directors then in office.

Requirements for Nominations and Proposals at Stockholder Meetings

Our amended and restated bylaws prohibit the conduct of any business at a special meeting other than as brought by or at the direction of our board of directors. In accordance with our amended and restated bylaws, nominations of persons for election to our board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the notice of meeting (1) by or at the direction of our board of directors or (2) provided that our board of directors has determined that directors will be elected at such special meeting, by any holder of our stock who (i) is a stockholder of record both at the time the notice is delivered and on the record date for the determination of stockholders entitled to vote at such meeting, (ii) is entitled to vote at the meeting and upon such election, and (iii) complies with the notice procedures set forth in our amended and restated bylaws. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in our control or our management.

Stockholder Action by Written Consent

Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special meeting of our stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless the related certificate of incorporation provides

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otherwise. Our amended and restated certificate of incorporation provides that any action required or permitted to be taken by our stockholders may be effected at a duly called annual or special meeting of our stockholders and may not be effected by consent in writing by such stockholders.

Business Combinations with Interested Stockholders

In accordance with our amended and restated certificate of incorporation we are not subject to Section 203 of the DGCL, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with a person or group owning 15% or more of the corporation’s voting stock for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Accordingly, we will not be subject to any anti-takeover effects of Section 203 of the DGCL. However, our amended and restated certificate of incorporation contains provisions that have the same effect as Section 203, except that they provide that WCP, any investment fund managed by WCP and any of their respective Affiliates and Associates (each as defined in our amended and restated certificate of incorporation) with whom any of the foregoing are acting as a group or in concert for the purpose of acquiring, holding, voting or disposing shares of our stock and any persons to whom WCP sells at least five percent (5%) of our outstanding voting stock will be deemed to have been approved by our board of directors, and thereby not subject to the restrictions set forth in our amended and restated certificate of incorporation that have the same effect as Section 203 of the DGCL.

Requirements for Amendments to Acadia’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

The DGCL provides that in order to amend the certificate of incorporation, the board of directors must adopt a resolution that then must be approved by the affirmative vote of a majority of the voting power of the outstanding stock entitled to vote thereon, unless a greater vote is specified in the certificate of incorporation, and subject to any additional vote required by any series of preferred stock. In accordance with our amended and restated certificate of incorporation, the articles relating to the following topics may only be amended, altered, changed or repealed by the affirmative vote of the holders of at least a majority of the voting power of all of our outstanding shares of capital stock entitled to vote generally in the election of directors, other than shares of any “Interested Stockholder” (as defined in our amended and restated certificate of incorporation): Board of Directors (Article Six); Limitation of Director Liability (Article Seven); Limitations on Written Consent/Special Meetings (Article Eight); Business Combinations (Article Ten); Poison Pill (Article Eleven); Amendments (Article Twelve); Forum Selection (Article Thirteen); and Severability (Article Fourteen). Our amended and restated certificate of incorporation also provides that Article Nine, which deals with corporate opportunity, may only be amended, altered or repealed by a vote of 80% of the voting power of all of our shares of common stock then outstanding, voting together as a single class. See “—Corporate Opportunity.”

Our amended and restated certificate of incorporation provides that our amended and restated bylaws may be adopted, amended, altered or repealed by the affirmative vote of a majority of our board of directors. In addition, our bylaws may be adopted, amended, altered or repealed by the affirmative vote of the stockholders having at least a majority of the voting power of all of the then outstanding shares of our capital stock, voting together as a single class.

Corporate Opportunity

Our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” does not apply against WCP, its affiliates, any investment fund managed by WCP or any of their respective portfolio companies or their respective partners, members, directors, employees, stockholders, agents or successors, in a manner that would prohibit them from investing in competing businesses or doing business with Acadia’s clients or customers. If the ownership of our common stock continues to be highly concentrated, it may prevent you and other stockholders from influencing significant corporate decisions and may result in conflicts of interest that could cause our stock price to decline.

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Limitation on Liability and Indemnification of Officers and Directors

In accordance with our amended and restated bylaws, we must indemnify our directors and officers to the fullest extent authorized by the DGCL and must also pay expenses incurred in defending any such proceeding in advance of its final disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified.

We entered into indemnification agreements with each of our current directors and executive officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our amended and restated certificate of incorporation, our amended and restated bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

 

 

 

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/26/214,  8-K
For Period end:12/31/20
12/31/1510-K,  8-K
2/11/153,  8-K,  SC 13G/A
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  Acadia Healthcare Co., Inc.       10-K       12/31/23  128:15M                                    Donnelley … Solutions/FA
 2/28/23  Acadia Healthcare Co., Inc.       10-K       12/31/22  133:18M                                    ActiveDisclosure/FA
 3/01/22  Acadia Healthcare Co., Inc.       10-K       12/31/21  135:19M                                    ActiveDisclosure/FA
 8/03/21  Acadia Healthcare Co., Inc.       S-8         8/03/21    3:78K                                    Donnelley … Solutions/FA


37 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/22/21  Acadia Healthcare Co., Inc.       8-K:5,9     1/19/21   11:295K                                   Donnelley … Solutions/FA
11/13/20  Acadia Healthcare Co., Inc.       8-K:1,2,9  11/13/20   11:457K                                   Donnelley … Solutions/FA
10/14/20  Acadia Healthcare Co., Inc.       8-K:1,2,9  10/14/20   11:1.2M                                   Donnelley … Solutions/FA
 6/24/20  Acadia Healthcare Co., Inc.       8-K:1,2,9   6/24/20   11:1.2M                                   Donnelley … Solutions/FA
 4/22/20  Acadia Healthcare Co., Inc.       8-K:1,2,9   4/21/20   11:328K                                   Donnelley … Solutions/FA
 8/06/19  Acadia Healthcare Co., Inc.       8-K:5,9     8/06/19   11:297K                                   Donnelley … Solutions/FA
 8/06/19  Acadia Healthcare Co., Inc.       8-K/A:5,9   6/26/19   11:304K                                   Donnelley … Solutions/FA
 3/01/19  Acadia Healthcare Co., Inc.       10-K       12/31/18  136:29M                                    ActiveDisclosure/FA
 5/03/18  Acadia Healthcare Co., Inc.       10-Q        3/31/18  100:7.2M                                   Donnelley … Solutions/FA
 4/02/18  Acadia Healthcare Co., Inc.       8-K:1,2,9   3/29/18    2:250K                                   Donnelley … Solutions/FA
 3/27/18  Acadia Healthcare Co., Inc.       8-K:1,2,7,9 3/22/18    2:195K                                   Donnelley … Solutions/FA
 5/25/17  Acadia Healthcare Co., Inc.       8-K:5,9     5/25/17    3:217K                                   Donnelley … Solutions/FA
 5/10/17  Acadia Healthcare Co., Inc.       8-K:1,2,7,9 5/10/17    3:181K                                   Donnelley … Solutions/FA
11/30/16  Acadia Healthcare Co., Inc.       8-K:1,2,7,911/30/16    4:2M                                     Donnelley … Solutions/FA
 9/21/16  Acadia Healthcare Co., Inc.       8-K:1,2,7,9 9/21/16    2:97K                                    Donnelley … Solutions/FA
 7/29/16  Acadia Healthcare Co., Inc.       10-Q        6/30/16  100:8.7M                                   Donnelley … Solutions/FA
 5/26/16  Acadia Healthcare Co., Inc.       8-K:1,2,9   5/26/16    2:129K                                   Donnelley … Solutions/FA
 2/16/16  Acadia Healthcare Co., Inc.       8-K:1,2,3,9 2/16/16    5:2M                                     Donnelley … Solutions/FA
 1/27/16  Acadia Healthcare Co., Inc.       8-K:1,2,9   1/25/16    2:180K                                   Donnelley … Solutions/FA
 1/04/16  Acadia Healthcare Co., Inc.       8-K:1,3,9  12/31/15    4:957K                                   Donnelley … Solutions/FA
 4/29/15  Acadia Healthcare Co., Inc.       10-Q        3/31/15   90:9.3M                                   Donnelley … Solutions/FA
 2/12/15  Acadia Healthcare Co., Inc.       8-K:1,2,3,5 2/11/15    6:1.3M                                   Donnelley … Solutions/FA
12/15/14  Acadia Healthcare Co., Inc.       8-K:1,2,9  12/15/14    2:949K                                   Donnelley … Solutions/FA
10/30/14  Acadia Healthcare Co., Inc.       8-K:1,3,9  10/29/14    4:868K                                   Donnelley … Solutions/FA
 6/17/14  Acadia Healthcare Co., Inc.       8-K:1,2,8,9 6/16/14    3:983K                                   Donnelley … Solutions/FA
 4/11/14  Acadia Healthcare Co., Inc.       8-K:5,9     4/07/14    6:538K                                   Donnelley … Solutions/FA
 2/19/14  Acadia Healthcare Co., Inc.       8-K:1,2,9   2/13/14    3:1.2M                                   Donnelley … Solutions/FA
10/30/13  Acadia Healthcare Co., Inc.       10-Q        9/30/13   72:8.6M                                   Donnelley … Solutions/FA
 7/31/13  Acadia Healthcare Co., Inc.       10-Q        6/30/13  124:15M                                    Donnelley … Solutions/FA
 7/30/13  Acadia Healthcare Co., Inc.       S-8         7/30/13    6:263K                                   Donnelley … Solutions/FA
 5/02/13  Acadia Healthcare Co., Inc.       10-Q        3/31/13   71:9.2M                                   Donnelley … Solutions/FA
 3/12/13  Acadia Healthcare Co., Inc.       8-K:1,2,8,9 3/11/13    6:1.4M                                   Donnelley … Solutions/FA
 1/02/13  Acadia Healthcare Co., Inc.       8-K:1,2,9  12/31/12    5:1.6M                                   Donnelley … Solutions/FA
11/23/11  Acadia Healthcare Co., Inc.       S-1                   12:5.2M                                   Donnelley … Solutions/FA
11/01/11  Acadia Healthcare Co., Inc.       8-K:1,2,3,510/28/11   10:1.6M                                   Donnelley … Solutions/FA
 9/21/11  Acadia Healthcare Co., Inc.       S-4/A¶                 8:5.3M                                   Donnelley … Solutions/FA
 9/08/11  Acadia Healthcare Co., Inc.       S-4/A¶                15:5.6M                                   Donnelley … Solutions/FA
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