Select Medical Holdings Corp. Files 8-K on Material Agreement

TL;DR

SELECT MEDICAL HOLDINGS CORP just filed an 8-K about a material definitive agreement and financial obligation. Details to follow.

AI Summary

Select Medical Holdings Corp. entered into a material definitive agreement on July 26, 2024, related to a direct financial obligation. The company, headquartered in Mechanicsburg, PA, filed an 8-K report detailing this event. Specific details of the agreement, including the nature of the financial obligation and any associated dollar amounts, are not fully disclosed in the provided text but are central to the filing.

Why It Matters

This filing indicates a significant financial event for Select Medical Holdings Corp., potentially impacting its debt structure or operational financing.

Risk Assessment

Risk Level: medium — The filing concerns a material definitive agreement and a direct financial obligation, which inherently carries financial risk that is not fully detailed in the provided excerpt.

Key Players & Entities

• SELECT MEDICAL HOLDINGS CORP (company) — Registrant
• July 26, 2024 (date) — Date of earliest event reported
• Mechanicsburg, PA (location) — Company Headquarters

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share SEM New York Stock Exchange
• $0.01 — 0 shares of its common stock, par value $0.01 per share (the "Concentra Common Stock"
• $23.50 — at an initial public offering price of $23.50 per share for net proceeds of $499,668,
• $499,668,750.00 million — of $23.50 per share for net proceeds of $499,668,750.00 million. Prior to the IPO, Concentra was a whol
• $770.0 million — under the Select Credit Agreement from $770.0 million to $550 million. The foregoing descrip
• $550 million — Credit Agreement from $770.0 million to $550 million. The foregoing description of the Sele
• $1.25 billion — e "Credit Agreement") that provides for $1.25 billion in senior secured credit facilities ("S
• $850,000,000 m — cured Credit Facilities") composed of a $850,000,000 million, seven-year term loan ("Term Loan
• $400 m — even-year term loan ("Term Loan") and a $400 million, five-year revolving credit facil
• $75 million — evolving Credit Facility"), including a $75 million sublimit for the issuance of standby le
• $650 million — r Corporation (the "Escrow Issuer"), of $650 million aggregate principal amount of 6.875% se

Filing Documents

• tm2420448d1_8k.htm (8-K) — 55KB
• tm2420448d1_ex10-1.htm (EX-10.1) — 278KB
• tm2420448d1_ex10-2.htm (EX-10.2) — 194KB
• tm2420448d1_ex10-3.htm (EX-10.3) — 138KB
• tm2420448d1_ex10-4.htm (EX-10.4) — 95KB
• tm2420448d1_ex10-5.htm (EX-10.5) — 54KB
• tm2420448d1_ex10-6.htm (EX-10.6) — 1074KB
• 0001104659-24-084488.txt ( ) — 2454KB
• sem-20240726.xsd (EX-101.SCH) — 3KB
• sem-20240726_lab.xml (EX-101.LAB) — 33KB
• sem-20240726_pre.xml (EX-101.PRE) — 22KB
• tm2420448d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 26, 2024, Concentra Group Holdings Parent, Inc., a Delaware corporation ("Concentra"), completed its previously announced initial public offering (the "IPO") of 22,500,000 shares of its common stock, par value $0.01 per share (the "Concentra Common Stock") at an initial public offering price of $23.50 per share for net proceeds of $499,668,750.00 million. Prior to the IPO, Concentra was a wholly owned subsidiary of Select Medical Corporation ("SMC"). Pursuant to the Separation Agreement (as defined below), Concentra paid to SMC all of the net proceeds from the sale of shares of Concentra's common stock in the IPO in order to repay debt owed to SMC. As of the closing of the IPO, SMC owns 104,093,503 shares of Concentra Common Stock, or approximately 82.23% of the total outstanding shares of Concentra Common Stock. Separation Agreement In connection with the IPO and as previously contemplated by, and described in, the Registration Statement on Form S-1, as amended (File No. 333-280242), filed by Concentra with the Securities and Exchange Commission and declared effective on July 24, 2024 (the "Registration Statement"), SMC and Concentra entered into a separation agreement (the "Separation Agreement") on July 26, 2024. The Separation Agreement sets forth certain agreements between SMC and Concentra regarding, among other matters: the principal corporate actions and internal reorganization pursuant to which Concentra will separate from SMC; SMC's and Concentra's respective rights and obligations with respect to the IPO; certain matters with respect to any subsequent distribution or other disposition by SMC of the shares of Concentra Common Stock owned by Concentra following the IPO (the "Distribution"); and other agreements governing aspects of Concentra's relationship with SMC following the IPO. For further details regarding the Separation Agreement, see the description set forth in the section

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 under the captions entitled "Amendment No. 10 to the Select Credit Agreement," "Concentra Credit Agreement," and "6.875% Senior Notes Due 2032" above are incorporated by reference into this Item 2.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 10.1 Separation Agreement, dated July 26, 2024, by and between Select Medical Corporation and Concentra Group Holdings Parent, Inc. 10.2 Tax Matters Agreement, dated July 26, 2024, by and between Select Medical Holdings Corporation and Concentra Group Holdings Parent, Inc. 10.3 Employee Matters Agreement, dated July 26, 2024, by and between Select Medical Corporation and Concentra Group Holdings Parent, Inc. 10.4 Transition Services Agreement, dated July 26, 2024, by and between Select Medical Corporation and Concentra Group Holdings Parent, Inc. 10.5 Amendment No. 10, dated July 26, 2024, to the Credit Agreement, dated as of March 6, 2017, by and among Select Medical Holdings Corporation, Select Medical Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the other lenders and issuing banks party thereto, as amended by Amendment No. 1, dated as of March 22, 2018, Amendment No. 2, dated as of October 26, 2018, Amendment No. 3, dated as of August 1, 2019, Amendment No. 4, dated as of December 10, 2019, Amendment No. 5, dated as of June 2, 2021, Amendment No. 6, dated as of February 21, 2023, Amendment No. 7, dated as of May 31, 2023, Amendment No. 8, dated as of July 31, 2023 and Amendment No. 9, dated as of August 31, 2023. 10.6 Credit Agreement, dated July 26, 2024, among Concentra Group Holdings Parent, Inc., Concentra Health Services, Inc., JPMorgan Chase Bank, N.A., as Administrative and Collateral Agent, and the other lenders and issuing banks party thereto. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

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. SELECT MEDICAL HOLDINGS CORPORATION Date: July 31, 2024 By: /s/ Michael E. Tarvin Michael E. Tarvin Senior Executive Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR