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

TL;DR

SELECT MEDICAL HOLDINGS CORP just filed an 8-K for a material definitive agreement. Big financial move incoming.

AI Summary

Select Medical Holdings Corp. entered into a material definitive agreement on December 3, 2024, related to a direct financial obligation. The company, headquartered in Mechanicsburg, PA, filed an 8-K report detailing this event. Specific details regarding the nature of the agreement and the financial obligation were not fully disclosed in the provided text, but it constitutes a significant event for the company.

Why It Matters

This filing indicates a significant financial or contractual development for Select Medical Holdings Corp., potentially impacting its financial obligations and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a direct financial obligation, which could carry significant financial implications for the company.

Key Players & Entities

• SELECT MEDICAL HOLDINGS CORP (company) — Registrant
• December 3, 2024 (date) — Date of earliest event reported
• Mechanicsburg, PA (location) — Company Headquarters
• 4714 Gettysburg Road (address) — Company Business Address

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share SEM New York Stock Exchange
• $550 million — rporation ("Holdings"), issued and sold $550 million aggregate principal amount of its 6.250
• $1,050.0 m — nt in the aggregate principal amount of $1,050.0 million, (ii) extended the tenor of Selec
• $50.0 m — ent in an aggregate principal amount of $50.0 million, and (iv) made certain other amen

Filing Documents

• tm2430019d1_8k.htm (8-K) — 38KB
• tm2430019d1_ex4-1.htm (EX-4.1) — 984KB
• tm2430019d1_ex10-1.htm (EX-10.1) — 1414KB
• tm2430019d1_ex99-1.htm (EX-99.1) — 9KB
• tm2430019d1_ex99-1img001.jpg (GRAPHIC) — 6KB
• tm2430019d1_ex99-1img002.jpg (GRAPHIC) — 11KB
• 0001104659-24-125495.txt ( ) — 3094KB
• sem-20241203.xsd (EX-101.SCH) — 3KB
• sem-20241203_lab.xml (EX-101.LAB) — 33KB
• sem-20241203_pre.xml (EX-101.PRE) — 22KB
• tm2430019d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. 6.250% Senior Notes due 2032 On December 3, 2024, Select Medical Corporation (" Select "), a wholly owned subsidiary of Select Medical Holdings Corporation ("Holdings"), issued and sold $550 million aggregate principal amount of its 6.250% Senior Notes due 2032 (the " Notes "). The Notes and related guarantees were offered and sold in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States to certain non-U.S. persons in compliance with Regulation S under the Securities Act pursuant to an Indenture (the " Indenture "), dated December 3, 2024, by and among Select, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the " Trustee "). The issuance and sale of the Notes and related guarantees have not been, and will not be, registered under the Securities Act or the securities laws of any or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws. Interest on the Notes accrues at the rate of 6.250% per annum and is payable semi-annually in cash in arrears on June 1 and December 1 of each year, commencing on June 1, 2025. The Notes will be Select's senior unsecured obligations and are: effectively subordinated to all of Select's existing and future secured indebtedness, including Select's senior secured credit facilities, to the extent of the value of the assets securing such indebtedness; rank equal in right of payment to all of Select's existing and future indebtedness that are not, by their terms, expressly subordinated in right of payment to the Notes;

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement of a Registrant. The disclosures above under Item 1.01 of this Current Report are also responsive to Item 2.03 of this Current Report and are hereby incorporated by reference into this Item 2.03.

01 Other Events

Item 8.01 Other Events On December 3, 2024, Holdings issued a press release announcing Select had closed the offering of $550 million aggregate principal amount of 6.250% Senior Notes due 2032. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as of December 3, 2024, by and among Select Medical Corporation, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee. 4.2 Forms of 6.250% Senior Notes due 2032 (included within the Indenture filed as Exhibit 4.1). 10.1 Amendment No. 11, dated December 3, 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, Amendment No. 9, dated as of August 31, 2023 and Amendment No. 10, dated as of July 26, 2024 . 99.1 Press Release, dated December 3, 2024, announcing the closing of the offering of $550 million of 6.250% Senior Notes due 2032. 104 Cover Page Interactive Data File (embedded with the Inline XBRL) SIGNATURE 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: December 4, 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