Concentra Group Holdings Parent, Inc. Files 8-K with Material Agreements

TL;DR

Concentra Group Holdings Parent, Inc. filed an 8-K detailing new agreements, financial obligations, and leadership changes.

AI Summary

Concentra Group Holdings Parent, Inc. filed an 8-K on July 26, 2024, reporting on several material events. These include entering into a material definitive agreement, creating a direct financial obligation, changes in officers and directors, and amendments to its articles of incorporation. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and financial obligations for Concentra Group Holdings Parent, Inc., which could impact its operational and financial standing.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which inherently carry risk and require careful monitoring.

Key Players & Entities

• Concentra Group Holdings Parent, Inc. (company) — Filer of the 8-K report
• Select Medical Corporation (company) — Associated company for business and mail address
• July 26, 2024 (date) — Date of the earliest event reported

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share CON New York St
• $23.50 — at an initial public offering price of $23.50 per share for net proceeds of $499,668,
• $499,668,750.00 — of $23.50 per share for net proceeds of $499,668,750.00. Prior to the IPO, Concentra was a whol
• $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 — ssuer") completed a private offering of $650 million aggregate principal amount of 6.875% se
• $151,893,378 — cipal amount of the promissory note was $151,893,378.70, of which $72,580,878.70 was paid up
• $72,580,878.70 — sory note was $151,893,378.70, of which $72,580,878.70 was paid upon the consummation of the I
• $79,312,500 — mmation of the IPO. After such payment, $79,312,500 of principal amount remains outstanding

Filing Documents

• tm248173d18_8k.htm (8-K) — 70KB
• tm248173d18_ex3-1.htm (EX-3.1) — 52KB
• tm248173d18_ex3-2.htm (EX-3.2) — 235KB
• tm248173d18_ex4-1.htm (EX-4.1) — 941KB
• tm248173d18_ex4-3.htm (EX-4.3) — 19KB
• tm248173d18_ex10-1.htm (EX-10.1) — 251KB
• tm248173d18_ex10-2.htm (EX-10.2) — 184KB
• tm248173d18_ex10-3.htm (EX-10.3) — 134KB
• tm248173d18_ex10-4.htm (EX-10.4) — 93KB
• tm248173d18_ex10-5.htm (EX-10.5) — 1086KB
• tm248173d18_ex10-6.htm (EX-10.6) — 26KB
• tm248173d18_ex10-7.htm (EX-10.7) — 99KB
• 0001104659-24-084490.txt ( ) — 4019KB
• con-20240726.xsd (EX-101.SCH) — 3KB
• con-20240726_lab.xml (EX-101.LAB) — 33KB
• con-20240726_pre.xml (EX-101.PRE) — 22KB
• tm248173d18_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. ("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. Prior to the IPO, Concentra was a wholly owned subsidiary of Select Medical Corporation ("Select"), a Delaware corporation. In connection with the IPO, Concentra paid to Select 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 Select. As of the closing of the IPO, Select 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"), Select and Concentra entered into a separation agreement (the "Separation Agreement") on July 26, 2024. The Separation Agreement sets forth certain agreements between Select and Concentra regarding, among other matters: the principal corporate actions and internal reorganization pursuant to which Concentra will separate from Select; Select'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 Select 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 Select following the IPO. For further details regarding the Separation Agreement, see the description set forth in the section entitle

03

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 captions entitled "Credit Agreement," "6.875% Senior Notes Due 2032," "Indenture" and "Promissory Note" above are incorporated by reference into this Item 2.03.

02 Departure of Directors or Certain Officers; Election of Directors; Appointment

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 24, 2024, Drs. Cheryl Pegus and Marc R. Watkins were appointed as directors of the Concentra Board of Directors (the "Board"), effective as of July 26, 2024, the date of the closing of the IPO. On June 13, 2024, Messrs. Robert A. Ortenzio, William K. Newton and Daniel J. Thomas were previously appointed to the Board, effective as of June 13, 2024. The Board has established the following committees of the Board: the Audit and Compliance Committee, the Human Capital and Compensation Committee, the Nominating, Governance and Sustainability Committee and the Quality of Care and Patient Safety Committee. The members of the Audit and Compliance Committee as of the date of the closing of the IPO are Messrs. Thomas and Newton and Dr. Watkins, and Mr. Daniel J. Thomas serves as Chair of the Audit and Compliance Committee. The members of the Human Capital and Compensation Committee as of the date of the closing of the IPO are Messrs. Ortenzio and Thomas and Dr. Cheryl Pegus, and Mr. Ortenzio serves as Chair of the Human Capital and Compensation Committee. The members of the Nominating, Governance and Sustainability Committee as of the date of the closing of the IPO are Messrs. Ortenzio and Newton and Dr. Cheryl Pegus, and Mr. Ortenzio serves as Chair of the Nominating, Governance and Sustainability Committee. The members of the Quality of Care and Patient Safety Committee as of the date of the closing of the IPO are Drs. Cheryl Pegus and Marc R. Watkins, and Dr. Cheryl Pegus serves as Chair of the Quality of Care and Patient Safety Committee. For biographical information regarding these directors and a description of the material terms of the directors' annual compensation, see the sections entitled "Management" and "Executive and Director Compensation," respectively, in the Registration Statement. There are n

03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. Amendment and Restatement of Certificate of Incorporation On July 26, 2024, Concentra amended and restated its certificate of incorporation (as so amended and restated, the "Certificate of Incorporation"). For further details regarding the Certificate of Incorporation, see the description of the Certificate of Incorporation set forth in the Registration qualified in its entirety by reference to the full text of the Certificate of Incorporation, which is attached hereto as Exhibit 3.1 and incorporated herein by reference. Amendment and Restatement of Bylaws On July 26, 2024, Concentra amended and restated its bylaws (as so amended and restated, the "Bylaws"). For further details regarding the Bylaws, see the description of the Bylaws set forth in the Registration Statement in the section entitled "Description of Capital Stock." This description does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which are attached hereto as Exhibit 3.2 and incorporated herein by reference. Item9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation of Concentra Group Holdings Parent, Inc., effective as of July 26, 2024. 3.2 Amended and Restated Bylaws of Concentra Group Holdings Parent, Inc. effective as of July 26, 2024. 4.1 Indenture, dated July 11, 2024, by and among the Concentra Escrow Issuer Corporation, Concentra Health Services, Inc. and U.S. Bank Trust Company, National Association. 4.2 Form of Note (included as Exhibits A1 and A2 to the Indenture filed herewith as Exhibit 4.1). 4.3 Supplemental Indenture, dated July 26, 2024, by and among Concentra Health Services, Inc., the guarantors party thereto and

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