MECHANICSBURG, Pa. , Nov. 18,
2024 /PRNewswire/ -- Select Medical Holdings
Corporation ("Holdings") (NYSE: SEM), today announced that
Select Medical Corporation, a wholly-owned subsidiary of Holdings
("Select"), has priced a private offering (the "Offering") of
$550.0 million in aggregate principal
amount of its 6.250% senior notes due 2032 (the "notes"). The
Offering is expected to close on December 3,
2024, subject to the satisfaction of customary closing
conditions. The notes will be senior unsecured obligations of
Select and will be guaranteed by certain of Select's existing and
future domestic subsidiaries.
Concurrently with the consummation of the Offering, Select
intends to amend its existing senior secured credit agreement to,
among other things, establish a new incremental term loan which
will refinance Select's existing term loans, extend the maturity
date of Select's existing revolving credit facility, and provide
for an incremental revolving commitment.
Select intends to use the net proceeds of the Offering, together
with the proceeds from the proposed 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 are being 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
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 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.
Investor inquiries:
Joel T. Veit
717-972-1100
ir@selectmedicalcorp.com
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SOURCE Select Medical Holdings Corporation
