UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2012
SELECT MEDICAL HOLDINGS CORPORATION
SELECT MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware Delaware | | 001-34465
001-31441 | | 20-1764048
23-2872718 |
(State or other jurisdiction of
Incorporation) | | (Commission File
Number) | | (I.R.S. Employer
Identification No.) |
4714 Gettysburg Road, P.O. Box 2034
Mechanicsburg, PA 17055
(Address of principal executive offices) (Zip Code)
(717) 972-1100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On November 6, 2012, Select Medical Corporation (“Select”) and Select Medical Holdings Corporation (“Holdings”) entered into Amendment No. 2 (the “Amendment”) to Select’s senior secured credit facility with JPMorgan Chase Bank, N.A., as administrative agent. The Amendment (1) increased the “Available Amount” by $150 million to correspond with existing “Available Amount” capacity, (2) amended the definition of “Excess Cash Flow” to reflect that “Excess Cash Flow,” for purposes of calculating “Available Amount” capacity, will be calculated on a quarterly, not yearly basis, beginning January 1, 2013 and (3) made certain other technical amendments. These changes provide Holdings and Select with additional flexibility to make certain restricted payments, including the payment of dividends.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
| SELECT MEDICAL HOLDINGS CORPORATION
SELECT MEDICAL CORPORATION |
| |
| |
Date: November 13, 2012 | By: | /s/ Michael E. Tarvin |
| | Michael E. Tarvin |
| | Executive Vice President, General Counsel and Secretary |
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