From the S-4 filed 10-31-14 ....
Q: What is the merger?
A: The merger is the merger of AAC Merger Sub, LLC (“Merger Sub”),a newly formed wholly-owned subsidiary of AAC Holdings, Inc.(“Holdings”), with and into American Addiction Centers, Inc. (“AAC”), also a subsidiary of Holdings. AAC will be the surviving corporation in the merger and will become a wholly-owned subsidiary of Holdings. As a result, stockholders of AAC who do not properly exercise appraisal rights will have their shares of AAC common stock converted into shares of holdings common stock.
Q: What will I receive in the merger?
A: You will receive 1.571119 shares of Holdings common stock in exchange for each share of AAC common stock that you hold on the effective date of the merger, unless you properly exercise your appraisal rights. The 1.571119-to-1 ratio was set in order to provide current holders of AAC common stock who did not
participate in the Private Share Exchange in April 2014, as discussed below, with an amount of shares of Holdings common stock that would equal a one-for-one exchange (after giving effect to the 1.571119-to-1 stock split effected by Holdings on September 18, 2014). We will not issue fractional shares of Holdings common stock in the merger. Instead, we will round the total number of shares of Holdings common stock you are entitled to receive up to the nearest whole number of
shares.
