Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
SEM > SEC Filings for SEM > Form 8-K on 13-May-2013All Recent SEC Filings

Show all filings for SELECT MEDICAL HOLDINGS CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SELECT MEDICAL HOLDINGS CORP


13-May-2013

Regulation FD Disclosure, Other Events, Financial Statements and Exh


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


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.


  Add SEM to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for SEM - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.