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-JPM credit facilities are non-recourse to Holdings and Select. As of December 31, 2019 , the Company’s long-term debt and notes payable were as follows (in thousands): Principal Outstanding Unamortized Premium (Discount) Unamortized Carrying Value Fair Value Select 6.250% senior notes $ 1,225,000 $ 39,988 $ (19,944 ) $ 1,245,044 $ 1,322,020 Select credit facilities: Select term loan 2,143,280 (10,411 ) (11,348 ) 2,121,521 2,145,959 Other debt, including finance leases 78,941 — (396 ) 78,545 78,545 Total debt $ 3,447,221 $ 29,577 $ (31,688 ) $ 3,445,110 $ 3,546,524 Principal maturities of the Company’s long-term debt and notes payable are approximately as follows (in thousands): 2020 2021 2022 2023 2024 Thereafter Total Select 6.250% senior notes $ — $ — $ — $ — $ — $ 1,225,000 $ 1,225,000 Select credit facilities: Select term loan 11,150 11,150 11,150 11,150 11,150 2,087,530 2,143,280 Other debt, including finance leases 14,017 7,255 18,715 3,364 23,550 12,040 78,941 Total debt $ 25,167 $ 18,405 $ 29,865 $ 14,514 $ 34,700 $ 3,324,570 $ 3,447,221 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 Select credit facilities: Select revolving facility 20,000 — — 20,000 18,400 Select term loan 1,129,875 (9,690 ) (9,321 ) 1,110,864 1,076,206 Concentra-JPM credit facilities: Concentra term loans 1,414,175 (2,765 ) (18,648 ) 1,392,762 1,357,802 Other debt, including finance leases 64,331 — (484 ) 63,847 63,847 Total debt $ 3,338,381 $ (11,905 ) $ (33,095 ) $ 3,293,381 $ 3,222,705 Select Credit Facilities On March 6, 2017, Select entered into a senior secured credit agreement (the “Select credit agreement”) that provided for $1.6 billion in senior secured credit facilities comprised of a $1.15 billion term loan (the “Select term loan”) and a $450.0 million revolving credit facility (the “Select revolving facility” and, together with the Select term loan, the “Select credit facilities”), including a $75.0 million sublimit for the issuance of standby letters of credit. On August 1, 2019, Select entered into Amendment No. 3 to the Select credit agreement. Among other things, Amendment No. 3 (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 the Select revolving facility from March 6, 2022 to March 6, 2024, and (iii) increased the total net leverage ratio permitted under the provisions of the Select revolving facility. On December 10, 2019, Select entered into Amendment No. 4 to the Select credit agreement. Among other things, Amendment No. 4 provided for an additional $615.0 million in term loans that, along with the existing term loans, have a maturity date of March 6, 2025. The interest rate on the Select term loan is equal to the Adjusted LIBO Rate (as defined in the Select credit agreement) plus a percentage ranging from 2.25% to 2.50% , or the Alternate Base Rate (as defined in the Select credit agreement) plus a percentage ranging from 1.25% to 1.50% , in each case subject to a specified leverage ratio. The interest rate on the loans outstanding under the Select revolving facility is equal to the Adjusted LIBO Rate plus a percentage ranging from 2.25% to 2.50% , or the Alternate Base Rate plus a percentage ranging from 1.25% to 1.50% , in each case subject to a specified leverage ratio. The Select revolving facility requires Select to maintain a leverage ratio, as specified in the Select credit agreement, not to exceed 7.00 to 1.00 . As of December 31, 2019 , Select’s leverage ratio was 4.31 to 1.00 . Borrowings under the Select credit facilities are guaranteed by Holdings and substantially all of Select’s current domestic subsidiaries, other than certain non-guarantor subsidiaries including Concentra and its subsidiaries, and will be guaranteed by substantially all of Select’s future domestic subsidiaries. Borrowings under the Select credit facilities are secured by substantially all of Select’s existing and future property and assets and by a pledge of Select’s capital stock, the capital stock of Select’s domestic subsidiaries, other than certain non-guarantor subsidiaries including Concentra and its subsidiaries, and up to 65% of the capital stock of Select’s foreign subsidiaries held directly by Select or a domestic subsidiary. At December 31, 2019 , Select had $411.7 million of availability under the Select revolving facility after giving effect to $38.3 million of outstanding letters of credit. The Select revolving facility is due March 6, 2024. As of December 31, 2019 , the applicable interest rate for the Select term loan was the Adjusted LIBO Rate plus 2.50% or the Alternate Base Rate plus 1.50% . The applicable interest rate for the Select revolving facility was the Adjusted LIBO Rate plus 2.50% or the Alternate Base Rate plus 1.50% . Prepayment of Borrowings Select will be required to prepay borrowings under the Select credit facilities with (i) the net cash proceeds received from non-ordinary course asset sales or other dispositions, or as a result of a casualty or condemnation, subject to reinvestment provisions and other customary carveouts and, to the extent required, the payment of certain indebtedness secured by liens having priority over the debt under the Select credit facilities or subject to a first lien intercreditor agreement, (ii) the net cash proceeds received from the issuance of debt obligations other than certain permitted debt obligations, and (iii) a percentage of excess cash flow (as defined in the Select credit agreement) based on Select’s leverage ratio, as specified in the Select credit agreement. For the year ended December 31, 2019 , the Select credit agreement will require a prepayment of borrowings of 25% of excess cash flow. This will result in a prepayment of approximately $40.0 million . The Company expects to have the borrowing capacity and intends to use borrowings under the Select revolving facility, which has a maturity date of March 6, 2024, to make all or a portion of the required prepayment during the quarter ended March 31, 2020; accordingly, the prepayment is reflected in long-term debt, net of current portion on the consolidated balance sheet as of December 31, 2019 . Upon prepayment, Select will not be required to make the quarterly amortization payments on the Select term loan, as specified in the Select credit agreement, until September 30, 2023. For the year ended December 31, 2018 , the Select credit agreement required a prepayment of borrowings of approximately $98.8 million as a result of excess cash flow. The prepayment was made in February 2019. The Company was no t required to make a prepayment of borrowings as a result of excess cash flow for the year ended December 31, 2017 . 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 received on August 1, 2019 (as described above), in part to (i) redeem in full the $710.0 million aggregate principal amount of the 6.375% senior notes at the redemption price of 100.0% of the principal amount plus accrued and unpaid interest on August 30, 2019, (ii) repay in full the outstanding borrowings under the Select revolving facility, and (iii) pay related fees and expenses associated with the financing. On December 10, 2019, Select issued and sold $675.0 million aggregate principal amount of 6.250% senior notes, due August 15, 2026, as additional notes under the indenture pursuant to which it previously issued $550.0 million aggregate principal amount of senior notes. The additional senior notes were issued at 106.00% of the aggregate principal amount. 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, including Concentra and its subsidiaries. Prior to August 15, 2022, Select may redeem some or all of the senior notes by paying a “make-whole” premium. On or after August 15, 2022, Select may redeem some or all of the senior notes 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. Concentra-JPM Credit Facilities On June 1, 2015, Concentra Inc. entered into a first lien credit agreement (the “Concentra-JPM first lien credit agreement”) that provided for first lien term loans (the “Concentra-JPM first lien term loan”) and a revolving credit facility (the “Concentra-JPM revolving facility” and, together with the Concentra-JPM first lien term loan, the “Concentra-JPM credit facilities”). On April 8, 2019, Concentra Inc. entered into Amendment No. 5 to the Concentra-JPM first lien credit agreement. Among other things, Amendment No. 5 (i) extended the maturity date of the Concentra-JPM revolving facility from June 1, 2020 to June 1, 2021 and (ii) increased the aggregate commitments available under the Concentra-JPM revolving facility from $75.0 million to $100.0 million . On September 20, 2019, Concentra Inc. entered into Amendment No. 6 to the Concentra-JPM first lien credit agreement. Among other things, Amendment No. 6 (i) provided for an additional $100.0 million in term loans that, along with the existing first lien term loans, had a maturity date of June 1, 2022 and (ii) extended the maturity date of the Concentra-JPM revolving facility from June 1, 2021 to March 1, 2022. Concentra Inc. used the incremental borrowings under the Concentra-JPM first lien credit agreement to prepay in full the $240.0 million term loan outstanding under Concentra Inc. ’s then-outstanding second lien credit agreement, plus a prepayment premium equal to 1.00% of the principal amount prepaid, on September 20, 2019. On December 10, 2019, Concentra Inc. repaid in full the $1,240.3 million Concentra-JPM first lien term loan outstanding under the Concentra-JPM first lien credit agreement. Concentra Inc. continues to have availability of up to $100.0 million under the Concentra-JPM revolving facility, which matures March 1, 2022. The interest rate on the loans outstanding under the Concentra-JPM revolving facility is equal to the Adjusted LIBO Rate (as defined in the Concentra-JPM first lien credit agreement) plus a percentage ranging from 2.25% to 2.50% , or the Alternate Base Rate (as defined in the Concentra-JPM first lien credit agreement) plus a percentage ranging from 1.25% to 1.50% , in each case subject to a first lien net leverage ratio, as specified in the Concentra-JPM first lien credit agreement. The Concentra-JPM first lien credit agreement requires Concentra Inc. to maintain a leverage ratio, as specified in the Concentra-JPM first lien credit agreement, of 5.75 to 1.00 which is tested quarterly, but only if Revolving Exposure (as defined in the Concentra-JPM first lien credit agreement) exceeds 30% of Revolving Commitments (as defined in the Concentra-JPM first lien credit agreement) on such day. The borrowings under the Concentra-JPM first lien credit agreement are guaranteed, on a first lien basis by Concentra Holdings, Inc., Concentra Inc., and certain domestic subsidiaries of Concentra Inc. (subject, in each case, to permitted liens). These borrowings will also be guaranteed by certain of Concentra Inc.’s future domestic subsidiaries. The borrowings are secured by substantially all of Concentra Inc.’s and its domestic subsidiaries’ existing and future property and assets and by a pledge of Concentra Inc.’s capital stock, the capital stock of certain of Concentra Inc.’s domestic subsidiaries and up to 65% of the voting capital stock and 100% of the non-voting capital stock of Concentra Inc.’s foreign subsidiaries, if any. At December 31, 2019 , Concentra Inc. had $85.7 million of availability under the Concentra-JPM revolving facility after giving effect to $14.3 million of outstanding letters of credit. At December 31, 2019 , the applicable interest rate for the Concentra-JPM revolving facility was the Adjusted LIBO Rate plus 2.50% or the Alternate Base Rate plus 1.50% . The Concentra-JPM revolving facility matures on March 1, 2022. Prepayment of Borrowings For the year ended December 31, 2018 , the Concentra-JPM first lien credit agreement required a prepayment of borrowings of $33.9 million as a result of excess cash flow. The prepayment was made in February 2019. Concentra Inc. was no t required to make a prepayment of borrowings as a result of excess cash flow from the year ended December 31, 2017 . Fair Value The Company considers the inputs in the valuation process to be Level 2 in the fair value hierarchy for its senior notes and the Select and Concentra-JPM 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 and Concentra-JPM credit facilities were based on quoted market prices for this debt in the syndicated loan market. The fair value of the senior notes was based on quoted market prices. The carrying amount of other debt, principally short-term notes payable, approximates fair value. Loss on Early Retirement of Debt During the year ended December 31, 2017, the Company refinanced the Select credit facilities which resulted in a loss on early retirement of debt of $19.7 million . The loss on early retirement of debt consisted of $6.5 million of debt extinguishment losses and $13.2 million of debt modification losses. During the year ended December 31, 2018, the Company refinanced the Select and Concentra-JPM credit facilities which resulted in losses on early retirement of debt of $14.2 million . The losses on early retirement of debt consisted of $3.0 million of debt extinguishment losses and $11.2 million of debt modification losses. During the year ended December 31, 2019, the Company refinanced its senior notes and the Select and Concentra-JPM credit facilities which resulted in losses on early retirement of debt of $38.1 million . The losses on early retirement of debt consisted of $22.1 million of debt extinguishment losses and $16.0 million of debt modification losses. |