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):  May 13, 2013

 

 

SELECT MEDICAL HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

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 7.01                   Regulation FD Disclosure.

 

Select Medical Corporation (the “Company”), a wholly owned subsidiary of Select Medical Holdings Corporation, intends to offer $500 million in aggregate principal amount of senior notes due 2021. The senior notes will be issued by the Company and will be unconditionally guaranteed by certain of the Company’s subsidiaries.

 

The Company intends to use the net proceeds of the offering to pay a portion of the amounts outstanding on the $850.0 million term loan and the $275.0 million term loan, both maturing in June 2018, under its senior secured credit facilities and to pay related fees and expenses. In connection with the repayment, the Company intends to amend its existing senior secured credit facilities in order to:

 

·                  extend the maturity date of its $300.0 million revolving credit facility from June 1, 2016 to March 1, 2018;

 

·                  lower the interest rate payable on the $850.0 million term loan and the $275.0 million term loan tranche of its senior secured credit facilities from Adjusted LIBO plus 3.75%, or Alternate Base Rate plus 2.75%, to Adjusted LIBO plus 3.00%, or Alternate Base Rate plus 2.00%, provided that Adjusted LIBO will at no time be less than 1.00%; and

 

·                  amend the restrictive covenants governing the senior secured credit facilities in order to allow for unlimited restricted payments so long as there is no event of default under the senior secured credit facilities and the total pro forma ratio of total indebtedness to Consolidated EBITDA (as defined in its senior secured credit facilities) is less than or equal to 2.75 to 1.00.

 

The terms of the amendments to its senior secured credit facilities are under discussion. Accordingly, their definitive terms may vary from those described above.

 

The senior notes will be issued through a private placement and resold by initial purchasers to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended, and Regulation S. The senior notes will not be registered under the Securities Act and cannot be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This does not constitute an offer to sell or the solicitation of an offer to buy any security in any jurisdiction in which such offer or sale would be unlawful.

 

Cautionary Note Regarding Forward-Looking Statements

 

Except for historical information, all other information in this Form 8-K consists of forward-looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors, including the contemplated size of a note offering, possible completion of a note offering, the prospective impact of a note offering, plans to repay certain indebtedness (including the terms and success of such repayment), which may cause the actual results to be materially different from those expressed or implied in the forward-looking statements. Other important factors that could cause the statements made in this Form 8-K or the actual results of operations or financial condition of the Company to differ include, without limitation, that the note offering is subject to market conditions and a number of other conditions and approvals and the final terms may vary substantially as a result of market and other conditions. There can be no assurance that the note offering will be completed as described herein or at all. Other important factors are discussed under the caption “Forward-Looking Statements” in the

 

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Company’s Form 10-Q Quarterly Report for the quarter ended March 31, 2013 and in subsequent filings made prior to or after the date hereof. The Company does not intend to review or revise any particular forward-looking statement in light of future events.

 

Certain Information

 

Attached as Exhibit 99.1 to the report are selected portions of information from an offering memorandum that the Company expects to disclose to investors in connection with the proposed private placement. There can be no assurance that the placement will be completed as described in the offering memorandum or at all.

 

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 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.

 

Item 8.01                   Other Events

 

On May 13, 2013, Select Medical Holdings Corporation issued a press release announcing the Company had commenced an offering of $500 million aggregate principal amount of senior notes due 2021. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

Item 9.01                   Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
99.1		Selected portions of information from an offering memorandum that the Company expects to disclose to investors in connection with its proposed private placement.
99.2		Press Release, dated May 13, 2013, announcing the offering of senior notes due 2021.

 

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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
Date: May 13, 2013	By:	/s/ Michael E. Tarvin
		Michael E. Tarvin
		Executive Vice President, General Counsel and Secretary

 

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EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Selected portions of information from an offering memorandum that the Company expects to disclose to investors in connection with its proposed private placement.
99.2		Press Release, dated May 13, 2013, announcing the offering of senior notes due 2021.

 

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