Concentra Group Holdings Parent Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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| Item 1.01. | Entry Into a Material Definitive Agreement. |
Equity Purchase Agreement
On April 21, 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 Pivot Occupational Health, LLC (the “Seller”) to acquire all of the outstanding equity interests of Onsite Innovations, LLC (“Onsite Innovations”) from the Seller (the “Transaction”).
The Transaction values Onsite Innovations at $55 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 second quarter of 2025, is subject to a number of customary closing conditions set forth in the Purchase Agreement.
CHS currently expects to finance the announced transaction using a combination of cash on hand and available borrowing capacity under its existing revolving credit facility.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement. A copy of the Purchase Agreement is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated by referenced herein.
| Item 7.01 | Regulation FD Disclosure. |
On April 21, 2025, the Company issued a press release announcing the execution of the Purchase Agreement. A copy of the press release is attached to this report as Exhibit 99.1.
Attached as Exhibit 99.2 is a presentation published by the Company on April 21, 2025 summarizing the Transaction’s key terms and considerations.
The information in this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit 99.2) under Item 7.01 is being furnished solely to satisfy the requirements of Regulation FD 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 or the Exchange Act.
Forward-Looking Statements
Any statements in this Current Report on Form 8-K or the Press Release 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (File No. 001-34465) 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 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 statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description |
| 2.1 | Equity Purchase Agreement, dated April 18, 2025, by and between Concentra Health Services, Inc. and Pivot Occupational Health, LLC. |
| 99.1 | Press Release, dated April 21, 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.
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.
| CONCENTRA GROUP HOLDINGS PARENT, INC. | ||
| Date: April 21, 2025 | By: | /s/ Timothy Ryan |
| Timothy Ryan | ||
| Executive Vice President and Chief Legal Counsel | ||