Concentra Group Holdings Files 8-K on Material Agreement

Ticker: CON · Form: 8-K · Filed: Jan 23, 2025 · CIK: 2014596

Sentiment: neutral

Topics: material-agreement, financial-reporting

TL;DR

Concentra Group Holdings filed an 8-K on Jan 22, 2025, reporting a material definitive agreement.

AI Summary

On January 22, 2025, Concentra Group Holdings Parent, Inc. filed an 8-K report detailing a material definitive agreement. The filing also covers results of operations and financial condition, along with financial statements and exhibits. The company is incorporated in Delaware and its fiscal year ends on December 31st.

Why It Matters

This filing indicates a significant business transaction or event for Concentra Group Holdings Parent, Inc., which could impact its financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or alter existing ones for a company, requiring careful investor scrutiny.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement filed by Concentra Group Holdings Parent, Inc.?

The filing does not specify the exact nature of the material definitive agreement, only that one has been entered into as of January 22, 2025.

What other information is included in this 8-K filing?

The filing also covers results of operations and financial condition, as well as financial statements and exhibits.

When was the earliest event reported in this filing?

The earliest event reported in this filing occurred on January 22, 2025.

In which state is Concentra Group Holdings Parent, Inc. incorporated?

Concentra Group Holdings Parent, Inc. is incorporated in Delaware.

What is the fiscal year end for Concentra Group Holdings Parent, Inc.?

The fiscal year end for Concentra Group Holdings Parent, Inc. is December 31st.

Filing Stats: 1,390 words · 6 min read · ~5 pages · Grade level 11.6 · Accepted 2025-01-22 20:40:13

Key Financial Figures

Filing Documents

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. Equity Purchase Agreement On January 22, 2025, Concentra Group Holdings Parent, Inc. (the "Company") announced that Concentra Health Services, Inc. ("CHS"), a wholly owned subsidiary of the Company, entered into an equity purchase agreement (the "Purchase Agreement") with U.S. Occmed Holdings, LLC d/b/a Nova Medical Centers ("Nova Medical Centers"), the U. Rohde 2020 Trust, u/t/a dated December 18, 2020 ("U-Rohde"), the G. Rohde 2020 Trust, u/t/a dated December 18, 2020 ("G-Rohde"), the J. Rohde 2020 Trust, u/t/a dated December 18, 2020 ("J-Rohde"), the Rohde 2020 Trust, u/t/a dated December 18, 2020 ("M-Rohde"), Occmed Services, LLC ("Nova Medical Centers," and collectively with U-Rohde, G-Rohde, J-Rohde, M-Rohde, the "Sellers"), and Shelton Frey (the "Sellers' Representative") to acquire all of the outstanding membership interests of Nova Medical Centers from the Sellers (the "Transaction"). The Transaction values Nova Medical Centers at $265 million, subject to adjustment in accordance with the terms and conditions set forth in the Purchase Agreement. The Transaction, which is expected to close in the first quarter of 2025, is subject to a number of customary closing conditions set forth in the Purchase Agreement. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on December 26, 2024 and all other material regulatory filing requirements have been satisfied. CHS currently expects to finance the announced transaction using a combination of cash on hand, available borrowing capacity under its existing revolving credit facility, and new debt financing. The Purchase Agreement provides that, if the Purchase Agreement is terminated by Sellers' Representative in accordance with its terms for (i) CHS's uncured breach of the Purchase Agreement that would cause one of the closing conditions not to be satisfied, or (ii) CHS' failure to close after all the closing

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. On January 22, 2025, the Company issued a press release announcing estimates of certain financial results for the quarter ended December 31, 2024 and fiscal year ended December 31, 2024 (the "Press Release"). A copy of the Press Release is attached as Exhibit 99.1 to this report and incorporated herein by reference. Attached as Exhibit 99.2 is a presentation published by the Company on January 22, 2025 announcing estimates of certain financial results for the quarter ended December 31, 2024 and fiscal year ended December 31, 2024. The information in this report (including Exhibit 99.1 and 99.2) is being furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.

Forward-Looking Statements

Forward-Looking Statements Any statements in this Current Report on Form 8-K, press release or presentation about the Company's future expectations, plans and prospects, including statements containing the words "believe," "expect," "intend," "may," "projects," "will," and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the factors as are set forth in the risk factors detailed in the Company's Registration Statement on Form S-1, as amended (File No. 333-280242) and the Company's other filings with the SEC under the heading "Risk Factors." In addition, the forward-looking statements included in this Current Report on Form 8-K, press release or presentation represent the Company's views as of the date hereof. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so except as required by law. These forward-looking

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1 Equity Purchase Agreement, dated January 22, 2025, by and among Concentra Health Services, Inc., U.S. Occmed Holdings, LLC d/b/a Nova Medical Centers, the U. Rohde 2020 Trust, u/t/a dated December 18, 2020, the G. Rohde 2020 Trust, u/t/a dated December 18, 2020, the J. Rohde 2020 Trust, u/t/a dated December 18, 2020, the Rohde 2020 Trust, u/t/a dated December 18, 2020, Occmed Services, LLC, and Shelton Frey. 99.1 Press Release, dated January 22, 2025, issued by Concentra Group Holdings Parent, Inc. 99.2 Concentra Group Holdings Parent, Inc. Presentation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). The representations, warranties and covenants contained in the Purchase Agreement were made only as of specified dates for the purposes of the Purchase Agreement, were made solely for the benefit of the parties to such agreement and may be subject to qualifications and limitations agreed upon by the parties. In particular, the representations, warranties and covenants contained in the Purchase Agreement were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts, and may have been qualified by confidential disclosures. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and to reports and documents filed with the U.S. Securities and Exchange Commission. Accordingly, investors should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the parties' public disclosures.

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