MECHANICSBURG, Pa., June 26,
2024 /PRNewswire/ -- 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 interest.
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
Statements
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.
Investor inquiries:
Joel T. Veit
717-972-1100
ir@selectmedicalcorp.com
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SOURCE Select Medical Holdings Corporation