Long-Term Debt and Notes Payable | Long-Term Debt and Notes Payable For purposes of this indebtedness footnote, references to Select exclude Concentra Inc. because the Concentra credit facilities are non-recourse to Holdings and Select. As of September 30, 2019 , the Company’s long-term debt and notes payable were as follows (in thousands): Principal Outstanding Unamortized Discount Unamortized Issuance Costs Carrying Value Fair Value Select: 6.250% senior notes $ 550,000 $ — $ (10,582 ) $ 539,418 $ 576,125 Credit facilities: Term loan 1,531,068 (10,915 ) (11,302 ) 1,508,851 1,532,982 Other debt, including finance leases 70,816 — (420 ) 70,396 70,396 Total Select debt 2,151,884 (10,915 ) (22,304 ) 2,118,665 2,179,503 Concentra Inc.: Credit facilities: Term loan 1,240,298 (2,643 ) (10,008 ) 1,227,647 1,246,499 Other debt, including finance leases 5,850 — — 5,850 5,850 Total Concentra Inc. debt 1,246,148 (2,643 ) (10,008 ) 1,233,497 1,252,349 Total debt $ 3,398,032 $ (13,558 ) $ (32,312 ) $ 3,352,162 $ 3,431,852 Principal maturities of the Company’s long-term debt and notes payable were approximately as follows (in thousands): 2019 2020 2021 2022 2023 Thereafter Total Select: 6.250% senior notes $ — $ — $ — $ — $ — $ 550,000 $ 550,000 Credit facilities: Term loan 1,250 5,000 5,000 5,000 5,000 1,509,818 1,531,068 Other debt, including finance leases 3,541 5,502 1,814 18,036 38 41,885 70,816 Total Select debt 4,791 10,502 6,814 23,036 5,038 2,101,703 2,151,884 Concentra Inc.: Credit facilities: Term loan 250 1,000 1,000 1,238,048 — — 1,240,298 Other debt, including finance leases 136 1,194 330 358 363 3,469 5,850 Total Concentra Inc. debt 386 2,194 1,330 1,238,406 363 3,469 1,246,148 Total debt $ 5,177 $ 12,696 $ 8,144 $ 1,261,442 $ 5,401 $ 2,105,172 $ 3,398,032 As of December 31, 2018 , the Company’s long-term debt and notes payable were as follows (in thousands): Principal Outstanding Unamortized Premium (Discount) Unamortized Issuance Costs Carrying Value Fair Value Select: 6.375% senior notes $ 710,000 $ 550 $ (4,642 ) $ 705,908 $ 706,450 Credit facilities: Revolving facility 20,000 — — 20,000 18,400 Term loan 1,129,875 (9,690 ) (9,321 ) 1,110,864 1,076,206 Other 56,415 — (484 ) 55,931 55,931 Total Select debt 1,916,290 (9,140 ) (14,447 ) 1,892,703 1,856,987 Concentra Inc.: Credit facilities: Term loans 1,414,175 (2,765 ) (18,648 ) 1,392,762 1,357,802 Other debt, including finance leases 7,916 — — 7,916 7,916 Total Concentra Inc. debt 1,422,091 (2,765 ) (18,648 ) 1,400,678 1,365,718 Total debt $ 3,338,381 $ (11,905 ) $ (33,095 ) $ 3,293,381 $ 3,222,705 Concentra Credit Facilities On April 8, 2019, Concentra Inc. entered into Amendment No. 5 to the Concentra first lien credit agreement. Amendment No. 5, among other things, (i) extended the maturity date of the Concentra revolving facility from June 1, 2020 to June 1, 2021 and (ii) increased the aggregate commitments available under the Concentra revolving facility from $75.0 million to $100.0 million . On September 20, 2019, Concentra Inc. entered into Amendment No. 6 to the Concentra first lien credit agreement. Amendment No. 6, among other things, (i) provided for an additional $100.0 million in term loans that, along with the existing Concentra first lien term loans, have a maturity date of June 1, 2022 and (ii) extended the maturity date of the revolving facility from June 1, 2021 to March 1, 2022. Concentra Inc. used the incremental borrowings under the Concentra first lien credit agreement to prepay in full all of its term loans outstanding under the Concentra second lien credit agreement on September 20, 2019. Select Credit Facilities On August 1, 2019, Select entered into Amendment No. 3 to the Select credit agreement dated March 6, 2017. Amendment No. 3, among other things, (i) provided for an additional $500.0 million in term loans that, along with the existing term loans, have a maturity date of March 6, 2025, (ii) extended the maturity date of Select’s revolving facility from March 6, 2022 to March 6, 2024, and (iii) increased the total net leverage ratio permitted under the Select credit agreement. Select 6.250% Senior Notes On August 1, 2019, Select issued and sold $550.0 million aggregate principal amount of 6.250% senior notes due August 15, 2026. Select used a portion of the net proceeds of the 6.250% senior notes, together with a portion of the proceeds from the incremental term loan borrowings under the Select credit facilities (as described above), in part to (i) redeem in full the $710.0 million aggregate principal amount of the 6.375% senior notes on August 30, 2019 at the redemption price of 100.000% of the principal amount plus accrued and unpaid interest, (ii) repay in full the outstanding borrowings under Select’s revolving facility, and (iii) pay related fees and expenses associated with the financing. Interest on the senior notes accrues at the rate of 6.250% per annum and is payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2020. The senior notes are Select’s senior unsecured obligations which are subordinated to all of Select’s existing and future secured indebtedness, including the Select credit facilities. The senior notes rank equally in right of payment with all of Select’s other existing and future senior unsecured indebtedness and senior in right of payment to all of Select’s existing and future subordinated indebtedness. The senior notes are unconditionally guaranteed on a joint and several basis by each of Select’s direct or indirect existing and future domestic restricted subsidiaries, other than certain non-guarantor subsidiaries. Select may redeem some or all of the senior notes prior to August 15, 2022 by paying a “make-whole” premium. Select may redeem some or all of the senior notes on or after August 15, 2022 at specified redemption prices. In addition, prior to August 15, 2022, Select may redeem up to 40% of the principal amount of the senior notes with the net proceeds of certain equity offerings at a price of 106.250% plus accrued and unpaid interest, if any. Select is obligated to offer to repurchase the senior notes at a price of 101% of their principal amount plus accrued and unpaid interest, if any, as a result of certain change of control events. These restrictions and prohibitions are subject to certain qualifications and exceptions. The terms of the senior notes contains covenants that, among other things, limit Select’s ability and the ability of certain of Select’s subsidiaries to (i) grant liens on its assets, (ii) make dividend payments, other distributions or other restricted payments, (iii) incur restrictions on the ability of Select’s restricted subsidiaries to pay dividends or make other payments, (iv) enter into sale and leaseback transactions, (v) merge, consolidate, transfer or dispose of substantially all of their assets, (vi) incur additional indebtedness, (vii) make investments, (viii) sell assets, including capital stock of subsidiaries, (ix) use the proceeds from sales of assets, including capital stock of restricted subsidiaries, and (x) enter into transactions with affiliates. These covenants are subject to a number of exceptions, limitations and qualifications. Loss on Early Retirement of Debt The Company incurred losses on early retirement of debt totaling $18.6 million for the nine months ended September 30, 2019 . Excess Cash Flow Payment In February 2019, Select made a principal prepayment of approximately $98.8 million associated with its term loans in accordance with the provision in the Select credit facilities that requires mandatory prepayments of term loans as a result of annual excess cash flow, as defined in the Select credit facilities. In February 2019, Concentra Inc. made a principal prepayment of approximately $33.9 million associated with its term loans in accordance with the provision in the Concentra credit facilities that requires mandatory prepayments of term loans as a result of annual excess cash flow, as defined in the Concentra credit facilities. Fair Value The Company considers the inputs in the valuation process to be Level 2 in the fair value hierarchy for Select’s 6.250% senior notes and for the Select and Concentra credit facilities. Level 2 in the fair value hierarchy is defined as inputs that are observable for the asset or liability, either directly or indirectly, which includes quoted prices for identical assets or liabilities in markets that are not active. The fair values of the Select credit facilities and the Concentra credit facilities were based on quoted market prices for this debt in the syndicated loan market. The fair value of Select’s 6.250% senior notes was based on quoted market prices. The carrying amount of other debt, principally short-term notes payable, approximates fair value. |