MECHANICSBURG, Pa., Dec. 3, 2024
/PRNewswire/ -- Select Medical Holdings Corporation ("Holdings")
(NYSE: SEM), today announced that Select Medical Corporation, a
wholly-owned subsidiary of Holdings ("Select"), has completed a
private offering (the "Offering") of $550.0
million in aggregate principal amount of its 6.250% senior
notes due 2032 (the "notes"). The notes are senior unsecured
obligations of Select and are guaranteed by certain of Select's
existing and future domestic subsidiaries.
Select used the net proceeds of the Offering, together with the
proceeds from the 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 were 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
Senior Vice President and Treasurer
717-972-1100
ir@selectmedicalcorp.com
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SOURCE Select Medical Holdings Corporation
