Select Medical Holdings Corporation filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
current report
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| Item 7.01 | Regulation FD Disclosure |
Select Medical Corporation (the “Company”), a wholly owned subsidiary of Select Medical Holdings Corporation, intends to offer $850 million in aggregate principal amount of senior notes due 2032. The senior notes will be issued by the Company and will be unconditionally guaranteed by certain of the Company’s subsidiaries.
The Company intends to use the net proceeds of the offering, together with the proceeds from a new incremental term loan and cash on hand, to repay in full the term loan currently outstanding under its existing credit agreement and to redeem all of its outstanding 6.250% senior notes due 2026.
In connection with the repayment, the Company intends to amend its existing senior secured credit facilities in order to, among other things:
| · | establish a new incremental term loan under the Company’s existing senior secured credit agreement in the aggregate principal amount of $750 million; |
| · | extend the tenor of our revolving credit facility to five years from the date the senior notes are issued; |
| · | provide for an incremental revolving commitment in an aggregate amount of $50 million; and |
| · | make certain other changes to the credit agreement. |
The terms of the amendments to the Company’s senior secured credit facilities are under discussion. Accordingly, their definitive terms may vary from those described above.
The senior notes will be issued through a private placement and resold by initial purchasers to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended, and Regulation S. The senior notes will not be registered under the Securities Act and cannot be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This does not constitute an offer to sell or the solicitation of an offer to buy any security in any jurisdiction in which such offer or sale would be unlawful.
Cautionary Note Regarding Forward-Looking Statements
Except for historical information, all other information in this Form 8-K consists of forward-looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors, including the contemplated size of a note offering, possible completion of a note offering, the prospective impact of a note offering, plans to repay certain indebtedness (including the terms and success of such repayment), which may cause the actual results to be materially different from those expressed or implied in the forward-looking statements. Other important factors that could cause the statements made in this Form 8-K or the actual results of operations or financial condition of the Company to differ include, without limitation, that the note offering is subject to market conditions and a number of other conditions and approvals and the final terms may vary substantially as a result of market and other conditions. There can be no assurance that the note offering will be completed as described herein or at all. Other important factors are discussed under the caption “Forward-Looking Statements” in the Company’s Form 10-Q Quarterly Report for the quarter ended September 30, 2024 and in subsequent filings made prior to or after the date hereof. The Company does not intend to review or revise any particular forward-looking statement in light of future events.
Certain Information
Attached as Exhibit 99.1 to the report are selected portions of information from an offering memorandum that the Company expects to disclose to investors in connection with the proposed private placement. There can be no assurance that the placement will be completed as described in the offering memorandum or at all.
The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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 or the Exchange Act.
| Item 8.01 | Other Events |
On November 18, 2024, Select Medical Holdings Corporation issued a press release announcing the Company had commenced an offering of $850 million aggregate principal amount of senior notes due 2032. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description | |
| *99.1 | Selected portions of information from an offering memorandum that the Company expects to disclose to investors in connection with its proposed private placement. | |
| 99.2 | Press Release, dated November 18, 2024, announcing the offering of senior notes due 2032. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL) | |
* The information in this Item 9.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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: November 18, 2024 | By: | /s/ Michael E. Tarvin |
| Michael E. Tarvin | ||
| Senior Executive Vice President, General Counsel and Secretary | ||