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): May 4, 2016 (May 3, 2016)
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.) | ||
| 200 Powell Place 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 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On May 3, 2016, AAC Holdings, Inc., a Nevada corporation (the “Company”), together with certain of the Company’s wholly owned subsidiaries, acquired the assets of Solutions Recovery, Inc., a Nevada corporation, and certain of its affiliates (the “Acquisition”). The cash portion of the Acquisition was funded from borrowings pursuant to the Company’s subordinated debt facility with affiliates of Deerfield Management Company, L.P., previously disclosed in the Company’s Current Report on Form 8-K that was filed with the Securities and Exchange Commission on October 7, 2015 (the “Facility Agreement”). On May 3, 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 $3,250,000, $1,820,000 and $1,430,000, 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 Company’s 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. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 10.1 | Senior Subordinated Note, dated May 3, 2016, payable to Deerfield Private Design Fund III, L.P. | |
| 10.2 | Senior Subordinated Note, dated May 3, 2016, payable to Deerfield International Master Fund, L.P. | |
| 10.3 | Senior Subordinated Note, dated May 3, 2016, payable to Deerfield Partners, L.P. | |
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: May 4, 2016
EXHIBIT INDEX
| No. |
Exhibit | |
| 10.1 | Senior Subordinated Note, dated May 3, 2016, payable to Deerfield Private Design Fund III, L.P. | |
| 10.2 | Senior Subordinated Note, dated May 3, 2016, payable to Deerfield International Master Fund, L.P. | |
| 10.3 | Senior Subordinated Note, dated May 3, 2016, payable to Deerfield Partners, L.P. | |
Exhibit 10.1
THIS NOTE IS SUBORDINATED TO THE PRIOR PAYMENT AND SATISFACTION IN CASH OF ALL SENIOR INDEBTEDNESS, AS DEFINED IN THE SUBORDINATION AGREEMENT DATED AS OF OCTOBER 2, 2015, AMONG BANK OF AMERICA, N.A., AS SENIOR AGENT, MAKER, ITS SUBSIDIARIES PARTY THERETO, PAYEE AND THE OTHER JUNIOR LENDERS (AS DEFINED THEREIN) AS THE SAME MAY BE AMENDED, MODIFIED, RESTATED OR SUPPLEMENTED FROM TIME TO TIME (THE “SUBORDINATION AGREEMENT”), TO THE EXTENT, AND IN THE MANNER PROVIDED IN THE SUBORDINATION AGREEMENT.
SENIOR SUBORDINATED NOTE
$3,250,000
May 3, 2016
FOR VALUE RECEIVED, AAC Holdings, Inc., a Nevada corporation (the “Maker”) hereby unconditionally promises to pay to Deerfield Private Design Fund III, L.P. (the “Payee”), the principal amount of Three Million Two Hundred Fifty Thousand Dollars ($3,250,000), in lawful money of the United States of America and in immediately available funds, on the dates provided in the Facility Agreement with respect to Acquisition Loans.
This Senior Subordinated Note (“Note”) is an “Acquisition Note” referred to in the Facility Agreement dated as of October 2, 2015 between the Maker, the Payee and the other parties thereto (as modified and supplemented and in effect from time to time, the “Facility Agreement”), with respect to an Acquisition Loan made by the Payee thereunder. Capitalized terms used herein and not expressly defined in this Note shall have the respective meanings assigned to them in the Facility Agreement.
This Note shall bear interest on the principal amount hereof pursuant to the provisions of the Facility Agreement.
The Maker shall make all payments to the Payee of interest and principal under this Note in the manner provided in and otherwise in accordance with the Facility Agreement.
If an Event of Default has occurred and is continuing, this Note may in accordance with the applicable provisions of the Facility Agreement, become immediately due and payable.
All payments of any kind due to the Payee from the Maker pursuant to this Note shall be made in the full face amount thereof. Subject to the terms of the Facility Agreement, all such payments will be free and clear of, and without deduction or withholding for, any present or future taxes.
The Maker shall pay all costs of collection, including, without limitation, all reasonable, legal expenses and attorneys’ fees, paid or incurred by the Payee in collecting and enforcing this Note.
1
Other than those notices required to be provided by Payee to Maker under the terms of the Facility Agreement, the Maker and every endorser of this Note, or the obligations represented hereby, expressly waives presentment, protest, demand, notice of dishonor or default, and notice of any kind with respect to this Note and the Facility Agreement or the performance of the obligations under this Note and/or the Facility Agreement. No renewal or extension of this Note or the Facility Agreement, no delay in the enforcement of payment of this Note or the Facility Agreement, and no delay or omission in exercising any right or power under this Note or the Facility Agreement shall affect the liability of the Maker or any endorser of this Note.
No delay or omission by the Payee in exercising any power or right hereunder shall impair such right or power or be construed to be a waiver of any default, nor shall any single or partial exercise of any power or right hereunder preclude the full exercise thereof or the exercise of any other power or right. The provisions of this Note may be waived or amended only in a writing signed by the Maker and the Payee. This Note may be prepaid in whole or in part at any time and from time to time, solely in accordance with the provisions of the Facility Agreement.
This Note, and any rights of the Payee arising out of or relating to this Note, may, at the option of the Payee, be enforced by the Payee in the courts of the state or federal courts sitting in the City of New York, borough of Manhattan or in any other courts having jurisdiction. For the benefit of the Payee, the Maker hereby irrevocably agrees that any legal action, suit or other proceeding arising out of or relating to this Note may be brought in the state and federal courts sitting in the City of New York, borough of Manhattan, and hereby consents that personal service of summons or other legal process may be made as set forth in Section 6.1 of the Facility Agreement, which service the Maker agrees shall be sufficient and valid. The Maker hereby waives any and all rights to demand a trial by jury in any action, suit or other proceeding arising out of or relating to this Note or the transactions contemplated by this Note.
This Note shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be performed in such State.
[Signature page follows]
2
IN WITNESS WHEREOF, an authorized representative of the Maker has executed this Note as of the date first written above.
| AAC HOLDINGS, INC. | ||
| By: | /s/ Michael T. Cartwright | |
| Name: | Michael T. Cartwright | |
| Title: | Chairman and Chief Executive Officer | |
Exhibit 10.2
THIS NOTE IS SUBORDINATED TO THE PRIOR PAYMENT AND SATISFACTION IN CASH OF ALL SENIOR INDEBTEDNESS, AS DEFINED IN THE SUBORDINATION AGREEMENT DATED AS OF OCTOBER 2, 2015, AMONG BANK OF AMERICA, N.A., AS SENIOR AGENT, MAKER, ITS SUBSIDIARIES PARTY THERETO, PAYEE AND THE OTHER JUNIOR LENDERS (AS DEFINED THEREIN) AS THE SAME MAY BE AMENDED, MODIFIED, RESTATED OR SUPPLEMENTED FROM TIME TO TIME (THE “SUBORDINATION AGREEMENT”), TO THE EXTENT, AND IN THE MANNER PROVIDED IN THE SUBORDINATION AGREEMENT.
SENIOR SUBORDINATED NOTE
$1,820,000
May 3, 2016
FOR VALUE RECEIVED, AAC Holdings, Inc., a Nevada corporation (the “Maker”) hereby unconditionally promises to pay to Deerfield International Master Fund, L.P. (the “Payee”), the principal amount of One Million Eight Hundred Twenty Thousand Dollars ($1,820,000), in lawful money of the United States of America and in immediately available funds, on the dates provided in the Facility Agreement with respect to Acquisition Loans.
This Senior Subordinated Note (“Note”) is an “Acquisition Note” referred to in the Facility Agreement dated as of October 2, 2015 between the Maker, the Payee and the other parties thereto (as modified and supplemented and in effect from time to time, the “Facility Agreement”), with respect to an Acquisition Loan made by the Payee thereunder. Capitalized terms used herein and not expressly defined in this Note shall have the respective meanings assigned to them in the Facility Agreement.
This Note shall bear interest on the principal amount hereof pursuant to the provisions of the Facility Agreement.
The Maker shall make all payments to the Payee of interest and principal under this Note in the manner provided in and otherwise in accordance with the Facility Agreement.
If an Event of Default has occurred and is continuing, this Note may in accordance with the applicable provisions of the Facility Agreement, become immediately due and payable.
All payments of any kind due to the Payee from the Maker pursuant to this Note shall be made in the full face amount thereof. Subject to the terms of the Facility Agreement, all such payments will be free and clear of, and without deduction or withholding for, any present or future taxes.
The Maker shall pay all costs of collection, including, without limitation, all reasonable, legal expenses and attorneys’ fees, paid or incurred by the Payee in collecting and enforcing this Note.
1
Other than those notices required to be provided by Payee to Maker under the terms of the Facility Agreement, the Maker and every endorser of this Note, or the obligations represented hereby, expressly waives presentment, protest, demand, notice of dishonor or default, and notice of any kind with respect to this Note and the Facility Agreement or the performance of the obligations under this Note and/or the Facility Agreement. No renewal or extension of this Note or the Facility Agreement, no delay in the enforcement of payment of this Note or the Facility Agreement, and no delay or omission in exercising any right or power under this Note or the Facility Agreement shall affect the liability of the Maker or any endorser of this Note.
No delay or omission by the Payee in exercising any power or right hereunder shall impair such right or power or be construed to be a waiver of any default, nor shall any single or partial exercise of any power or right hereunder preclude the full exercise thereof or the exercise of any other power or right. The provisions of this Note may be waived or amended only in a writing signed by the Maker and the Payee. This Note may be prepaid in whole or in part at any time and from time to time, solely in accordance with the provisions of the Facility Agreement.
This Note, and any rights of the Payee arising out of or relating to this Note, may, at the option of the Payee, be enforced by the Payee in the courts of the state or federal courts sitting in the City of New York, borough of Manhattan or in any other courts having jurisdiction. For the benefit of the Payee, the Maker hereby irrevocably agrees that any legal action, suit or other proceeding arising out of or relating to this Note may be brought in the state and federal courts sitting in the City of New York, borough of Manhattan, and hereby consents that personal service of summons or other legal process may be made as set forth in Section 6.1 of the Facility Agreement, which service the Maker agrees shall be sufficient and valid. The Maker hereby waives any and all rights to demand a trial by jury in any action, suit or other proceeding arising out of or relating to this Note or the transactions contemplated by this Note.
This Note shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be performed in such State.
[Signature page follows]
2
IN WITNESS WHEREOF, an authorized representative of the Maker has executed this Note as of the date first written above.
| AAC HOLDINGS, INC. | ||
| By: | /s/ Michael T. Cartwright | |
| Name: | Michael T. Cartwright | |
| Title: | Chairman and Chief Executive Officer | |
Exhibit 10.3
THIS NOTE IS SUBORDINATED TO THE PRIOR PAYMENT AND SATISFACTION IN CASH OF ALL SENIOR INDEBTEDNESS, AS DEFINED IN THE SUBORDINATION AGREEMENT DATED AS OF OCTOBER 2, 2015, AMONG BANK OF AMERICA, N.A., AS SENIOR AGENT, MAKER, ITS SUBSIDIARIES PARTY THERETO, PAYEE AND THE OTHER JUNIOR LENDERS (AS DEFINED THEREIN) AS THE SAME MAY BE AMENDED, MODIFIED, RESTATED OR SUPPLEMENTED FROM TIME TO TIME (THE “SUBORDINATION AGREEMENT”), TO THE EXTENT, AND IN THE MANNER PROVIDED IN THE SUBORDINATION AGREEMENT.
SENIOR SUBORDINATED NOTE
$1,430,000
May 3, 2016
FOR VALUE RECEIVED, AAC Holdings, Inc., a Nevada corporation (the “Maker”) hereby unconditionally promises to pay to Deerfield Partners, L. P. (the “Payee”), the principal amount of One Million Four Hundred Thirty Thousand Dollars ($1,430,000), in lawful money of the United States of America and in immediately available funds, on the dates provided in the Facility Agreement with respect to Acquisition Loans.
This Senior Subordinated Note (“Note”) is an “Acquisition Note” referred to in the Facility Agreement dated as of October 2, 2015 between the Maker, the Payee and the other parties thereto (as modified and supplemented and in effect from time to time, the “Facility Agreement”), with respect to an Acquisition Loan made by the Payee thereunder. Capitalized terms used herein and not expressly defined in this Note shall have the respective meanings assigned to them in the Facility Agreement.
This Note shall bear interest on the principal amount hereof pursuant to the provisions of the Facility Agreement.
The Maker shall make all payments to the Payee of interest and principal under this Note in the manner provided in and otherwise in accordance with the Facility Agreement.
If an Event of Default has occurred and is continuing, this Note may in accordance with the applicable provisions of the Facility Agreement, become immediately due and payable.
All payments of any kind due to the Payee from the Maker pursuant to this Note shall be made in the full face amount thereof. Subject to the terms of the Facility Agreement, all such payments will be free and clear of, and without deduction or withholding for, any present or future taxes.
The Maker shall pay all costs of collection, including, without limitation, all reasonable, legal expenses and attorneys’ fees, paid or incurred by the Payee in collecting and enforcing this Note.
1
Other than those notices required to be provided by Payee to Maker under the terms of the Facility Agreement, the Maker and every endorser of this Note, or the obligations represented hereby, expressly waives presentment, protest, demand, notice of dishonor or default, and notice of any kind with respect to this Note and the Facility Agreement or the performance of the obligations under this Note and/or the Facility Agreement. No renewal or extension of this Note or the Facility Agreement, no delay in the enforcement of payment of this Note or the Facility Agreement, and no delay or omission in exercising any right or power under this Note or the Facility Agreement shall affect the liability of the Maker or any endorser of this Note.
No delay or omission by the Payee in exercising any power or right hereunder shall impair such right or power or be construed to be a waiver of any default, nor shall any single or partial exercise of any power or right hereunder preclude the full exercise thereof or the exercise of any other power or right. The provisions of this Note may be waived or amended only in a writing signed by the Maker and the Payee. This Note may be prepaid in whole or in part at any time and from time to time, solely in accordance with the provisions of the Facility Agreement.
This Note, and any rights of the Payee arising out of or relating to this Note, may, at the option of the Payee, be enforced by the Payee in the courts of the state or federal courts sitting in the City of New York, borough of Manhattan or in any other courts having jurisdiction. For the benefit of the Payee, the Maker hereby irrevocably agrees that any legal action, suit or other proceeding arising out of or relating to this Note may be brought in the state and federal courts sitting in the City of New York, borough of Manhattan, and hereby consents that personal service of summons or other legal process may be made as set forth in Section 6.1 of the Facility Agreement, which service the Maker agrees shall be sufficient and valid. The Maker hereby waives any and all rights to demand a trial by jury in any action, suit or other proceeding arising out of or relating to this Note or the transactions contemplated by this Note.
This Note shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be performed in such State.
[Signature page follows]
2
IN WITNESS WHEREOF, an authorized representative of the Maker has executed this Note as of the date first written above.
| AAC HOLDINGS, INC. | ||
| By: | /s/ Michael T. Cartwright | |
| Name: | Michael T. Cartwright | |
| Title: | Chairman and Chief Executive Officer | |