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 25, 2019
SELECT MEDICAL HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | | 001-34465 | | 20-1764048 |
(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)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | SEM | New York Stock Exchange (NYSE) |
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether either registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if either registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01 | Regulation FD Disclosure. |
Select Medical Holdings Corporation (the “Company”) is currently in discussions with its lenders regarding a proposed refinancing of certain of the outstanding indebtedness of Concentra, Inc. (“Concentra”), a joint venture subsidiary of the Company, which may include either or both (i) the Company entering into a new incremental term loan and/or (ii) the Company offering additional unsecured debt. It is currently contemplated that the Company would loan the net proceeds from this proposed refinancing to Concentra pursuant to the terms of an intercompany loan and for Concentra to use the proceeds from such intercompany loan to repay in full all currently outstanding indebtedness under its First Lien Credit Agreement, dated June 1, 2015, by and among Concentra, MJ Acquisition Corporation, Concentra Holdings, Inc., JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other lenders party thereto (as amended). The terms and conditions of the proposed refinancing are subject to market conditions, and no assurance can be given as to the final terms and conditions of the proposed refinancing or intercompany loan or whether the Company or Concentra will determine to consummate the proposed refinancing transaction. The Company anticipates that the proposed refinancing, if completed, would close during the fourth quarter of 2019.
The information in this Current Report on Form 8-K 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 (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.
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 |
| | |
| | |
| Date: November 25, 2019 | By: | /s/ Michael E. Tarvin |
| | | Michael E. Tarvin |
| | | Executive Vice President, General Counsel and Secretary |
