OREANDA-NEWS. Fitch Ratings expects to withdraw Priory Group No. 3 plc's (Priory) Issuer Default Rating (IDR) of 'B+' and the 'BB+'/'RR1' ratings on its super senior revolving credit facility (RCF), senior secured notes due 2018 and senior notes due 2019 upon the closing of the proposed acquisition of Priory by Acadia Healthcare Company, Inc. (Acadia), a US-based provider of inpatient behavioural healthcare services. Fitch last affirmed Priory's ratings on 10 December 2015.

According to the terms of the purchase agreement announced on 4 January 2016, Acadia will issue an aggregate 5.363 million shares of Acadia common stock to the sellers and pay cash of approximately GBP1.3bn, which will partially be used to repay Priory's existing debt. The expected repayment of Priory's debt which includes a GBP70m RCF, GBP386m senior secured notes and GBP175m senior notes, is triggered by change of control provisions.

Acadia, which Fitch does not rate, expects to finance the acquisition of Priory with a combination of equity and long-term debt. In the absence of further details on the post-closing financing and legal structures, Fitch assumes that the transaction will proceed as per the terms announced and that Priory will become a subsidiary of Acadia such that any significant future debt will be raised by Acadia rather than Priory. Acadia expects the acquisition to complete by 16 February 2016.

Fitch views the transaction as a further step in the on-going consolidation of the UK health and social care market, characterised by increasing demand for high quality specialist care, a shift towards preventive treatments, as well as outsourcing by the public sector.

NASDAQ-listed Acadia has been actively growing its presence in the specialist behavioural healthcare services market, focusing on creating platforms and building critical mass in the US as well as the UK, following the acquisition of select smaller facilities and that of Partnerships in Care in 2014, a main private competitor to Priory in the behavioural space.

The UK market for behavioural care remains dominated by the NHS offering close to 70% of mental health beds but the private sector continues to grow due to shifting public funding priorities offering attractive organic growth and consolidation opportunities for private operators. As a result of the Priory transaction, Acadia is expected to become a key partner to the NHS and a leading player in the fragmented UK private health and social care sector with close to 10,000 beds capacity.