Full Press Release Details
Select Medical Holdings Corporation Closes Offering
of $550 Million of 6.250% Senior Notes due 2032 by Select Medical Corporation
MECHANICSBURG, PENNSYLVANIA
- December 3, 2024 - Select Medical Holdings Corporation ("Holdings") (NYSE: SEM), today announced that Select
Medical Corporation, a wholly-owned subsidiary of Holdings ("Select"), has completed a private offering (the "Offering")
of $550.0 million in aggregate principal amount of its 6.250% senior notes due 2032 (the "notes"). The notes are senior
unsecured obligations of Select and are guaranteed by certain of Select's existing and future domestic subsidiaries.
net proceeds of the Offering, together with the proceeds from the new incremental term loan and cash on hand, to repay in full
the term loans currently outstanding under Select's existing senior secured credit agreement, to redeem all of Select's outstanding
6.250% senior notes due 2026 and to pay fees and expenses related to the foregoing.
The notes and related guarantees
have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or the securities
laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from
the registration requirements. Accordingly, the notes and related guarantees were offered and sold only to persons reasonably believed
to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non "U.S. persons" in
transactions outside the United States in compliance with Regulation S under the Securities Act.
This press release does not
constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of, the notes in any jurisdiction in which
such offer, solicitation or sale would be unlawful. Any offer of the notes will be made only by means of a private offering memorandum.
This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act. This press release shall not
constitute a notice of redemption with respect to the 6.250% senior notes due 2026.
Cautionary Statement Regarding Forward-Looking
This release contains forward-looking
statements. Forward-looking statements use words such as "expect," "anticipate," "outlook," "intend,"
"plan," "confident," "believe," "will," "should," "would," "potential,"
"positioning," "proposed," "planned," "objective," "likely," "could,"
"may," and words of similar meaning, as well as other words or expressions referencing future events, conditions or circumstances.
Statements that describe or relate to Holdings' plans, goals, intentions, strategies, financial outlook, Holdings' expectations
regarding the aggregate principal amount of the notes to be sold or the intended use of proceeds from the offering of the notes, and statements
that do not relate to historical or current fact, are examples of forward-looking statements. Forward-looking statements are based on
our current beliefs, expectations and assumptions, which may not prove to be accurate, and involve a number of known and unknown risks
and uncertainties, many of which are out of the Holdings' control. Forward-looking statements are not guarantees of future performance
and there are a number of important factors that could cause actual outcomes and results to differ materially from the results contemplated
by such forward-looking statements. Additional information concerning these and other factors can be found in Holdings' filings
with the U.S. Securities and Exchange Commission, including Holdings' most recent annual report on Form 10-K, most recent quarterly
report on Form 10-Q and current reports on Form 8-K. Any forward-looking statement speaks only as of the date on which it is made. Holdings
does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
Senior Vice President and Treasurer
SOURCE: Select Medical Holdings Corporation