Full Press Release Details
Select Medical Holdings Corporation and Concentra
Group Holdings Parent, Inc. Announce Pricing of Offering of $650 Million of 6.875% Senior Notes due 2032 by Concentra Escrow Issuer
June 26, 2024 - Select Medical Holdings Corporation ("Select") (NYSE: SEM) and Concentra Group Holdings Parent, Inc.
("Concentra"), today announced that Concentra Escrow Issuer Corporation ("Issuer"), a wholly-owned subsidiary
of Concentra Health Services, Inc. ("CHSI"), has priced its offering of $650 million aggregate principal amount of 6.875%
senior notes due 2032. The notes are being offered in connection with Select's previously announced plan to pursue a separation
of Concentra, its wholly-owned occupational health services business (the "Separation"). As a step in the process of effectuating
the Separation and subject to satisfaction of certain conditions, including securing additional required financing, the Issuer will merge
with and into CHSI, with CHSI continuing as the surviving entity (the "Merger"), and CHSI will assume all of the Issuer's
obligations under the notes and the related indenture. Upon consummation of the Merger, the notes will be unconditionally guaranteed,
jointly and severally, on a senior unsecured basis by Concentra and certain of Concentra's subsidiaries that will also guarantee
CHSI's proposed new senior secured credit facilities.
The closing of this offering
is not conditioned on the consummation of the Merger. The gross proceeds of the offering will be held in escrow pending the consummation
of the Merger, which is currently expected to occur in the third quarter of 2024, although there can be no assurance that such consummation
will not be delayed or that it will occur at all. If the Merger is not consummated on or prior to September 30, 2024, then the notes
will be subject to a special mandatory redemption at a price of 100% of the initial issue price of the notes, plus accrued and unpaid
Concentra intends to use
$50 million of the net proceeds from the offering for general corporate purposes and to pay the remainder, together with the borrowings
under its proposed new senior secured credit facility, to Select Medical Corporation as a dividend.
The notes and related guarantees
are being offered in a private placement, solely to persons reasonably believed to be qualified institutional buyers in reliance on Rule
144A under the Securities Act of 1933, as amended (the "Securities Act"), or to persons other than "U.S. persons"
outside the United States in compliance with Regulation S under the Securities Act. The notes and related guarantees have not been registered
under 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
This notice does not constitute
an offer to sell the notes, nor a solicitation for an offer to purchase the notes, in any jurisdiction in which such offer or solicitation
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.
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 Select's or Concentra's plans, goals, intentions, strategies, financial outlook, Select's
or Concentra's expectations regarding the Merger or the Separation, 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 Select's
and Concentra's 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 Select's filings with the U.S. Securities and Exchange
Commission, including Select's 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. Neither Select nor Concentra undertake any
obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE: Select Medical Holdings Corporation