Item 1.01 Entry into a Material Definitive Agreement.
On September 25, 2009, Select Medical Holdings Corporation (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") by and among the Company and Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc., as representatives of the several underwriters named therein (collectively the "Underwriters"), relating to the issuance and sale by the Company to the Underwriters of 30,000,000 shares of the Company's common stock at a purchase price per share of $10.00 in the Company's initial public offering (before the Underwriters' discounts and commissions). The Company also granted the Underwriters an option to acquire an additional 4,500,000 shares from the Company for the purpose of covering over-allotment sales. The Underwriting Agreement contains customary representations and warranties, closing conditions and indemnification obligations. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement, dated September 25, 2009, by and among Select Medical Holdings Corporation and Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc., as representatives of the several underwriters named therein.

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