Obligation Acadia Healthcare 6.125% ( US00404AAE91 ) en USD

Acadia Healthcare

100 % ⇌

Etas-Unis

US00404AAE91 ( en USD )

6.125% par an ( paiement semestriel )

15/03/2021 - Obligation échue

Prospectus brochure de l'obligation Acadia Healthcare US00404AAE91 en USD 6.125%, échue

2 000 USD

150 000 000 USD

00404AAE9

N/A

Acadia Healthcare est une société américaine spécialisée dans la fourniture de services de santé mentale et de traitement de la toxicomanie, opérant un vaste réseau d'hôpitaux, de cliniques et d'autres installations de soins de santé comportementale à travers les États-Unis et le Royaume-Uni.

L'Obligation émise par Acadia Healthcare ( Etas-Unis ) , en USD, avec le code ISIN US00404AAE91, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2021

424B3
http://www.sec.gov/Archives/edgar/data/1520697/000119312514150929...
424B3 1 d676271d424b3.htm 424B3
Filed Pursuant to Rule 424(b)(3)
Registration Number 333-194372
Prospectus

EXCHANGE OFFER FOR
6.125% SENIOR NOTES DUE 2021

Offer (which we refer to as the "Exchange Offer") for outstanding 6.125% Senior Notes due 2021, in the aggregate principal amount
of $150,000,000 (which we refer to as the "Outstanding Notes"), in exchange for up to $150,000,000 in aggregate principal amount of
6.125% Senior Notes due 2021 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:

· Expires 5:00 p.m., New York City time, on May 20, 2014, unless extended.

· You may withdraw tendered Outstanding Notes any time before the expiration of the Exchange Offer.

· Not subject to any condition other than that the Exchange Offer does not violate applicable law or any interpretation of the

staff of the United States Securities and Exchange Commission (the "SEC").

· We can amend or terminate the Exchange Offer.

· We will not receive any proceeds from the Exchange Offer.

· The exchange of Outstanding Notes for the Exchange Notes should not be a taxable exchange for United States federal

income tax purposes. See "Certain Material United States Federal Income Tax Considerations."
Terms of the Exchange Notes:

· The terms of the Exchange Notes are substantially identical to those of the Outstanding Notes, except the transfer

restrictions, registration rights and additional interest provisions relating to the Outstanding Notes do not apply to the
Exchange Notes.

· The Exchange Notes and the related guarantees will be our and the guarantors' general unsecured senior obligations and
will be subordinated to all of our and the guarantors' existing and future secured debt to the extent of the assets securing

that secured debt. In addition, the Exchange Notes will be effectively subordinated to all of the liabilities of our
subsidiaries that are not guaranteeing the Exchange Notes, to the extent of the assets of those subsidiaries.

· The Exchange Notes will mature on March 15, 2021. The Exchange Notes will bear interest semi-annually in cash in
arrears on March 15 and September 15 of each year. No interest will be paid on either the Exchange Notes or the

Outstanding Notes at the time of the exchange. The Exchange Notes will accrue interest from and including the last interest
payment date on which interest has been paid on the Outstanding Notes.

· We may redeem the Exchange Notes in whole or in part from time to time. See "Description of the Exchange Notes."

1 of 108
4/22/2014 10:11 AM

424B3
http://www.sec.gov/Archives/edgar/data/1520697/000119312514150929...
For a discussion of the specific risks that you should consider before tendering your Outstanding
Notes in the Exchange Offer, see "Risk Factors" beginning on page 15 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 April 21, 2014

2 of 108
4/22/2014 10:11 AM

424B3
http://www.sec.gov/Archives/edgar/data/1520697/000119312514150929...
TABLE OF CONTENTS

NON-GAAP FINANCIAL MEASURES
iii

MARKET AND INDUSTRY DATA
iii

FORWARD-LOOKING STATEMENTS
iii

PROSPECTUS SUMMARY
1

RISK FACTORS
15

EXCHANGE OFFER
22

USE OF PROCEEDS
32

CAPITALIZATION
33

SELECTED CONSOLIDATED FINANCIAL DATA
34

DESCRIPTION OF OTHER INDEBTEDNESS
35

DESCRIPTION OF THE EXCHANGE NOTES
39

BOOK-ENTRY, DELIVERY AND FORM
92

CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
94

CERTAIN ERISA CONSIDERATIONS
95

PLAN OF DISTRIBUTION
97

LEGAL MATTERS
99

EXPERTS
99

WHERE YOU CAN FIND MORE INFORMATION
99

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
100

i
3 of 108
4/22/2014 10:11 AM

424B3
http://www.sec.gov/Archives/edgar/data/1520697/000119312514150929...
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 6.125% Senior Notes due 2021.
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 100. 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
830 Crescent Centre Drive, Suite 610
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
May 20, 2014, the expiration date of the Exchange Offer.

ii
4 of 108
4/22/2014 10:11 AM

424B3
http://www.sec.gov/Archives/edgar/data/1520697/000119312514150929...
NON-GAAP FINANCIAL MEASURES
We have included certain financial measures in this prospectus, including EBITDA and Adjusted EBITDA, which are
"non-GAAP financial measures" as defined under the rules and regulations promulgated by the SEC. We define EBITDA as net
income (loss) adjusted for loss (income) from discontinued operations, net interest expense, income tax provision (benefit) and
depreciation and amortization. We define Adjusted EBITDA as EBITDA adjusted for equity-based compensation expense,
transaction related expenses and debt extinguishment costs. For a reconciliation of net income (loss) to Adjusted EBITDA, see
"Prospectus Summary--Summary Historical Condensed Consolidated Financial Data." We also present cash interest expense and
certain ratios that are derived using Adjusted EBITDA, including the ratio of net debt to Adjusted EBITDA and the ratio of Adjusted
EBITDA to cash interest expense. We may not achieve all of the expected benefits from synergies, cost savings and recent
improvements to our revenue base.
EBITDA and Adjusted EBITDA, as presented in this prospectus, are supplemental measures of our performance and are not
required by, or presented in accordance with GAAP. EBITDA and 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 EBITDA
and Adjusted EBITDA 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 EBITDA and Adjusted EBITDA in this prospectus
because we believe that such information is used by certain investors as measures of a company's historical performance. We believe
these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of issuers of equity
securities, many of which present EBITDA and Adjusted EBITDA when reporting their results. Our presentation of EBITDA and
Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring 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. Industry
publications and surveys 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.
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:

· negative media coverage relating to patient incidents, which could adversely affect the price of our securities and result in

incremental regulatory burdens and governmental investigations;

iii
5 of 108
4/22/2014 10:11 AM

424B3
http://www.sec.gov/Archives/edgar/data/1520697/000119312514150929...

· the impact of payments received from the government and third-party payors on our revenues and results of operations;

· our significant indebtedness, our ability to meet our debt obligations, and ability to incur substantially more debt;

· our future cash flow and earnings;

· our restrictive covenants, which may restrict our business and financing activities;

· our ability to make payments on our financing arrangements;

· the impact of the economic and employment conditions in the United States on our business and future results of operations;

· compliance with laws and government regulations;

· the impact of claims brought against our facilities;

· the impact of governmental investigations, regulatory actions and whistleblower lawsuits;

· the impact of recent healthcare reform;

· the impact of our highly competitive industry on patient volumes;

· the impact of the trend by insurance companies and managed care organizations entering into sole source contracts;

· the impact of recruitment and retention of quality psychiatrists and other physicians on our performance;

· the impact of competition for staffing on our labor costs and profitability;

· our dependence on key management personnel, key executives and our local facility management personnel;

· our acquisition strategy, which exposes us to a variety of operational and financial risk;

· difficulties in successfully integrating the operations of acquired facilities or realizing the potential benefits and synergies

of these acquisitions;

· the impact of state efforts to regulate the construction or expansion of healthcare facilities on our ability to operate and

expand our operations;

· our potential inability to extend leases at expiration;

· the impact of controls designed to reduce inpatient services on our revenues;

· the impact of different interpretations of accounting principles on our results of operations or financial condition;

iv
6 of 108
4/22/2014 10:11 AM

424B3
http://www.sec.gov/Archives/edgar/data/1520697/000119312514150929...
· the impact of environmental, health and safety laws and regulations, especially in states where we have concentrated

operations;

· the impact of an increase in uninsured and underinsured patients or the deterioration in the collectability of the accounts of

such patients on our results of operations;

· the risk of a cyber-security incident and any resulting violation of HIPAA, breach of privacy or other negative impact;

· the impact of legislative and regulatory initiatives relating to privacy and security of patient health information and

standards for electronic transactions;

· failure to maintain effective internal control over financial reporting;

· the impact of fluctuations in our operating results, quarter to quarter earnings and other factors on the price of our

securities;

· the impact of our sponsor's rights over certain company matters;

· the impact of the trend for insurance companies and managed care organizations to enter into sole source contracts on our

ability to obtain patients; and

· those risks and uncertainties described from time to time in our filings with the Securities and Exchange Commission.
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. We do not undertake and specifically
decline 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.

v
7 of 108
4/22/2014 10:11 AM

424B3
http://www.sec.gov/Archives/edgar/data/1520697/000119312514150929...
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 15 and the financial statements and notes thereto
included elsewhere 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.
Our Company
Overview. We are the leading publicly traded pure-play provider of inpatient behavioral healthcare services based upon
number of licensed beds in the United States. As of December 31, 2013, we operated 51 behavioral healthcare facilities with
approximately 4,200 licensed beds in 23 states 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, 2013, we generated revenue of $713.4 million and Adjusted EBITDA of $145.3 million. A reconciliation of all
GAAP and non-GAAP financial results appears on page 13 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, 2013, we acquired seven facilities with an aggregate of 694 licensed beds including a 75-bed facility under
construction, which opened on October 1, 2013. In addition, we added 325 new beds during the year ended December 31, 2013,
including opening two newly-developed facilities with a combined 102 licensed beds. We expect to add over 300 total beds
during 2014 (exclusive of acquisitions).
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.
Our Competitive Strengths
We believe the following strengths differentiate us from our competitors:
Premier operational management team with track record of success. Our management team has approximately 170
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 PSI's key former executive
officers joined Acadia in February 2011. The extensive national experience and operational expertise of our management team
gives 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 the National Institute of Mental Health, approximately 6% of
people in the United States suffer from a seriously debilitating mental illness and over 20% of children, either currently or at
some point during their life, have had a seriously debilitating mental disorder. We believe the market for behavioral services will
continue to grow due to increased awareness of mental health and

1
8 of 108
4/22/2014 10:11 AM

424B3
http://www.sec.gov/Archives/edgar/data/1520697/000119312514150929...
substance abuse conditions and treatment options. According to a 2008 report by the Substance Abuse and Mental Health
Services Administration of the U.S. Department of Health and Human Services, national expenditures on mental health and
substance abuse treatment are expected to reach $239 billion in 2014, up from $121 billion in 2003, representing a compound
annual growth rate of approximately 6.4%.
While the growing awareness of mental health and substance abuse conditions is expected to accelerate demand for
services, recent healthcare reform 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 provides for equal
coverage between psychiatric or mental health services and conventional medical health services and forbids employers and
insurers from placing stricter limits on mental healthcare compared to other health conditions.
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. As of December 31, 2013, we operated 51 facilities in 23 states and Puerto Rico.
Our payor, patient/client and geographic diversity mitigates the potential risk associated with any single facility. For the year
ended December 31, 2013, we received 48% of our revenue from Medicaid, 25% from commercial payors, 22% from Medicare,
and 5% from self-pay and other payors. As we receive Medicaid payments from 30 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.
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
6% of revenue for the year ended December 31, 2013. Additionally, no state accounted for more than 17% of revenue for the year
ended December 31, 2013. Management believes that our geographic diversity mitigates the impact of any financial or budgetary
pressure that may arise in a particular state 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 year ended December 31, 2013, our maintenance
capital expenditures amounted to approximately 2.3% 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 health 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 management's 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.

2
9 of 108
4/22/2014 10:11 AM

424B3
http://www.sec.gov/Archives/edgar/data/1520697/000119312514150929...
Opportunistically pursue acquisitions. We have established a national platform for becoming the leading dedicated
provider of high quality behavioral healthcare services in the U.S. Our industry is 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. Management believes our focus on inpatient behavioral healthcare and history of
completing acquisitions provides us with a strategic advantage in sourcing, evaluating and closing acquisitions. We leverage our
management team's 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 licensed bed counts in our existing
facilities, with a focus on increasing the number of acute psychiatric beds. During the year ended December 31, 2013, we
acquired seven facilities with an aggregate of 694 licensed beds including a 75-bed facility under construction, which opened on
October 1, 2013. In addition, we added 325 new beds during the year ended December 31, 2013, including opening two newly-
developed facilities with a combined 102 licensed beds. We expect to add over 300 total beds during 2014 (exclusive of
acquisitions). Furthermore, management believes that opportunities exist to leverage out-of-state referrals to increase volume and
minimize payor concentration, especially with respect to our youth and adolescent focused services and our substance abuse
services.
Recent Developments
On February 13, 2014, we entered into a Fourth Amendment (the "Fourth Amendment") to our Amended and Restated Credit
Agreement, dated December 31, 2012 (the "Amended and Restated Credit Agreement") to increase the size of our Amended and
Restated Senior Credit Facility (the "Amended and Restated Senior Credit Facility") and extend the maturity date thereof, which
resulted in our having a revolving line of credit of up to $300.0 million and term loans of $300.0 million. The Fourth Amendment
also reduced the interest rates applicable to the Amended and Restated Senior Credit Facility generally and provided increased
flexibility to us in terms of our financial and other restrictive covenants. The Company had $46.1 million of availability under the
revolving line of credit as of December 31, 2013. Borrowings under the revolving line of credit are subject to customary
conditions precedent to borrowing. The term loans require quarterly principal payments of $1.9 million for March 31, 2014 to
December 31, 2014, $3.8 million for March 31, 2015 to December 31, 2015, $5.6 million for March 31, 2016 to December 31,
2016, $7.5 million for March 31, 2017 to December 31, 2017, and $9.4 million for March 31, 2018 to December 31, 2018, with
the remaining principal balance due on the maturity date of February 13, 2019. The Fourth Amendment also provides for a $150.0
million incremental credit facility, with the potential for unlimited additional incremental amounts, provided we meet certain
financial ratios, in each case subject to customary conditions precedent to borrowing. See "Description of Other Indebtedness
--Amended and Restated Senior Credit Facility."
Equity Sponsor
As of December 31, 2013, Waud Capital Partners, L.L.C. and its affiliates ("Waud Capital Partners") owned approximately
23% of our common stock. Founded in 1993, Waud Capital Partners is a leading middle-market private equity firm that partners
with management teams to create, acquire and grow companies that address significant, inefficient, highly fragmented and
underserved industry segments. Waud Capital Partners invests primarily through control-oriented growth equity investments,
industry consolidations, buyouts or recapitalizations and seeks companies that generate strong cash flow and can be grown both
organically and through add-on acquisitions. Waud Capital Partners' current and exited portfolio is composed of companies in the
healthcare, business/consumer, logistics/specialty distribution and value-added industrial business segments.
So long as Waud Capital Partners owns at least 17.5% of our outstanding common stock, it is entitled to designate the pro
rata number of our directors that is proportional (but rounded up to the nearest whole number) to its percentage ownership of our
outstanding common stock, subject to the NASDAQ rules regarding director independence, and has consent rights to many
corporate actions, such as issuing equity or debt securities, paying dividends, acquiring any interest in another company and
materially changing our business activities. This means that we cannot engage in any of those activities without the consent of
Waud Capital Partners.

3
10 of 108
4/22/2014 10:11 AM