Form 8-K - Current report

 

 

 

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): November 18, 2024

 

 

 

SELECT MEDICAL HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-34465		20-1764048
(State or other jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

 

 

4714 Gettysburg Road, P.O. Box 2034

Mechanicsburg, PA 17055

(Address of principal executive offices)  (Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	SEM	New York Stock Exchange (NYSE)

 

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:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 7.01

Regulation FD Disclosure

 

Select Medical Corporation (the “Company”), a wholly owned subsidiary of Select Medical Holdings Corporation, intends to offer $850 million in aggregate principal amount of senior notes due 2032. 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, together with the proceeds from a new incremental term loan and cash on hand, to repay in full the term loan currently outstanding under its existing credit agreement and to redeem all of its outstanding 6.250% senior notes due 2026.

 

In connection with the repayment, the Company intends to amend its existing senior secured credit facilities in order to, among other things:

 

·

establish a new incremental term loan under the Company’s existing senior secured credit agreement in the aggregate principal amount of $750 million;

 

·

extend the tenor of our revolving credit facility to five years from the date the senior notes are issued;

 

·

provide for an incremental revolving commitment in an aggregate amount of $50 million; and

 

·

make certain other changes to the credit agreement.

 

The terms of the amendments to the Company’s 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 September 30, 2024 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 November 18, 2024, Select Medical Holdings Corporation issued a press release announcing the Company had commenced an offering of $850 million aggregate principal amount of senior notes due 2032. 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 November 18, 2024, announcing the offering of senior notes due 2032.
104		Cover Page Interactive Data File (embedded with the Inline XBRL)

* The information in this Item 9.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	SELECT MEDICAL HOLDINGS CORPORATION
Date: November 18, 2024	By:	/s/ Michael E. Tarvin
		Michael E. Tarvin
		Senior Executive Vice President, General Counsel and Secretary

 

 

 

 

 

Exhibit 99.1

 

Cautionary Note Regarding Forward-Looking Statements

 

This offering memorandum contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “target,” “estimate,” “project,” “intend” and similar expressions. These statements include, among others, statements regarding our expected business outlook, anticipated financial and operating results, our business strategy and means to implement our strategy, our objectives, the amount and timing of capital expenditures, the likelihood of our success in expanding our business, financing plans, budgets, working capital needs and sources of liquidity.

 

Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding our services, the expansion of our services, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, the following:

 

·

changes in government reimbursement for our services and/or new payment policies may result in a reduction in revenue, an increase in costs, and a reduction in profitability;

 

·

adverse economic conditions including an inflationary environment could cause us to continue to experience increases in the prices of labor and other costs of doing business resulting in a negative impact on our business, operating results, cash flows, and financial condition;

 

·

shortages in qualified nurses, therapists, physicians, or other licensed providers, and/or the inability to attract or retain qualified healthcare professionals could limit our ability to staff our facilities;

 

·

shortages in qualified health professionals could cause us to increase our dependence on contract labor, increase our efforts to recruit and train new employees, and expand upon our initiatives to retain existing staff, which could increase our operating costs significantly;

 

·

public threats such as a global pandemic, or widespread outbreak of an infectious disease, similar to the COVID-19 pandemic, could negatively impact patient volumes and revenues, increase labor and other operating costs, disrupt global financial markets, and/or further legislative and regulatory actions which impact healthcare providers, including actions that may impact the Medicare program;

 

·

the failure of our Medicare-certified long term care hospitals or inpatient rehabilitation facilities to maintain their Medicare certifications may cause our revenue and profitability to decline;

 

·

the failure of our Medicare-certified long term care hospitals and inpatient rehabilitation facilities operated as “hospitals within hospitals” to qualify as hospitals separate from their host hospitals may cause our revenue and profitability to decline;

 

·

a government investigation or assertion that we have violated applicable regulations may result in sanctions or reputational harm and increased costs;

 

·

acquisitions or joint ventures may prove difficult or unsuccessful, use significant resources, or expose us to unforeseen liabilities;

 

·

our plans and expectations related to our acquisitions and our ability to realize anticipated synergies;

 

·

failure to complete or achieve some or all the expected benefits of the potential separation of Concentra;

 

·

private third-party payors for our services may adopt payment policies that could limit our future revenue and profitability;

 

 

 

 

·

the failure to maintain established relationships with the physicians in the areas we serve could reduce our revenue and profitability;

 

·

competition may limit our ability to grow and result in a decrease in our revenue and profitability;

 

·

the loss of key members of our management team could significantly disrupt our operations;

 

·

the effect of claims asserted against us could subject us to substantial uninsured liabilities;

 

·

a security breach of our or our third-party vendors’ information technology systems may subject us to potential legal and reputational harm and may result in a violation of the Health Insurance Portability and Accountability Act of 1996 or the Health Information Technology for Economic and Clinical Health Act; and

 

·

other factors discussed under the heading “Risk factors” herein or incorporated by reference from our annual report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024.

 

Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we are under no obligation to publicly update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise. You should not place undue reliance on our forward-looking statements. Although we believe that the expectations reflected in forward-looking statements are reasonable, we cannot guarantee future results or performance.

 

 

 

 

SUMMARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

 

The summary unaudited pro forma consolidated financial data below has been derived from our unaudited pro forma consolidated financial information included in the section of this offering memorandum entitled “Unaudited Pro Forma Consolidated Financial Information.” The unaudited pro forma consolidated financial information has been derived from our historical unaudited condensed consolidated statement of operations for the nine months ended September 30, 2024, our historical audited consolidated statement of operations for the year ended December 31, 2023, and our historical unaudited condensed consolidated balance sheet at September 30, 2024.

 

The unaudited pro forma consolidated financial data below is only a summary and should be read in conjunction with the section of this offering memorandum entitled “Unaudited Pro Forma Consolidated Financial Information.” The unaudited pro forma consolidated financial data is based upon available information and assumptions that we believe are reasonable and supportable. The summary unaudited pro forma consolidated financial data is for illustrative and informational purposes only. The summary unaudited pro forma consolidated financial data may not necessarily reflect what our financial condition, results of operations or cash flows would have been had we completed the divestiture of our Concentra segment during the periods presented. In addition, the summary unaudited pro forma consolidated financial data may not necessarily reflect what our financial condition, results of operations and cash flows may be in the future.

 

Pro Forma Consolidated Statement of Operations Data

 

		For the Nine Months Ended September 30,				Year ended December 31,
(Dollars in thousands)		2024				2023
Revenue		$	3,874,541			$	4,825,977
Costs and expenses:
Cost of services, exclusive of depreciation and amortization			3,379,931				4,254,369
General and administrative			144,103				170,193
Depreciation and amortization			106,583				135,691
Total costs and expenses			3,630,617				4,560,253
Other operating income			3,300				1,518
Income from operations			247,224				267,242
Other income and expense:
Loss on early retirement of debt			—				(35,353	)
Equity in earnings of unconsolidated subsidiaries			53,481				41,339
Interest (expense) income			(63,274	)			18,454
Income before income taxes			237,431				291,682
Income tax expense			61,928				69,568
Net income			175,503				222,114
Less: Net income attributable to non-controlling interests			51,306				51,444
Net income attributable to Holdings		$	124,197			$	170,670

 

Pro Forma Consolidated Balance Sheet Data

 

(Dollars in thousands)		As of September 30, 2024
Total assets		$	5,510,682
Total liabilities		$	3,511,470
Total equity		$	1,986,879

 

 

 

 

Pro Forma Credit Statistics

 

(Dollars in thousands)		As of or for the Twelve Months Ended September 30, 2024(1)
Cash interest expense(2)		$	104,844
Total debt(3)		$	1,658,721
Net debt(4)		$	1,631,399
Net senior secured debt(5)		$	732,678
Ratio of Pro Forma Adjusted EBITDA to Pro Forma cash interest expense(6)			4.83	x
Ratio of net senior secured debt to Pro Forma Adjusted EBITDA(6)			1.45	x
Ratio of net debt to Pro Forma Adjusted EBITDA(6)			3.22	x

 

 

(1) As of September 30, 2024, after giving pro forma effect to the incurrence of indebtedness in an aggregate principal amount equal to $1,600.00 million pursuant to the Refinancing Transactions.

 

(2) Calculated to give pro forma effect to the interest expense on the approximately $1,600.0 million of indebtedness expected to be incurred in connection with the Refinancing Transactions, as well as existing Other Debt of $48.7 million, as if such indebtedness had been incurred as of October 1, 2023 at an estimated weighted average interest rate of approximately 6.4%, excluding debt issuance costs and original issue discount. A variance of 1/8% of the weighted average interest rate estimate would result in a $2.0 million change in annual cash interest expense associated with the $1,600.0 million of indebtedness expected to be incurred.

 

(3) Consists of $1,600.0 million of indebtedness (including the Notes offered hereby) expected to be incurred pursuant to the Refinancing Transactions, $10.0 million of indebtedness outstanding under our revolving credit facility, and $48.7 million of indebtedness comprised primarily of notes payable, insurance financing arrangements and finance leases.

 

(4) Consists of total debt principal less pro forma cash of approximately $27.3 million as of September 30, 2024.

 

(5) Consists of total senior secured debt principal less pro forma cash of approximately $27.3 million as of September 30, 2024.

 

(6) Pro Forma Adjusted EBITDA for the trailing twelve months ended September 30, 2024, is $506.2 million which is calculated as Historical Select Medical Holdings Corporation trailing twelve month Adjusted EBITDA of $873.8 million less Concentra Adjusted EBITDA of $367.6 million.

 

Other Pro Forma Data (Non-GAAP)

 

		Nine Months Ended September 30				Year Ended December 31,
(Dollars in thousands)		2024				2023
Pro Forma Adjusted EBITDA(1)		$	394,402			$	446,091
Pro Forma Adjusted EBITDA margin(1)			10.2	%			9.2	%

 

 

(1)

We believe that the presentation of Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA margin, as defined herein, are important to investors because Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA margin, or equivalents thereto, are commonly used as an analytical indicator of performance by investors within the healthcare industry. Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA margin are used by management to evaluate financial performance of, and determine resource allocation for, each of our operating segments. However, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA margin are not measures of financial performance under GAAP. Items excluded from Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA margin are significant components in understanding and assessing financial performance. Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA margin should not be considered in isolation, or as an alternative to, or substitute for, net income, net income margin, income from operations, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Because Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA margin are not measurements determined in accordance with GAAP and are thus susceptible to varying definitions, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA margin as presented may not be comparable to other similarly titled measures of other companies.

 

 

 

 

The following table reconciles Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA margin to Pro Forma Net income and should be referenced when we discuss Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA margin. For a reconciliation of Pro Forma Net income to Net income, see “Unaudited Pro Forma Consolidated Financial Information.”

 

		Nine Months Ended September 30,				Year Ended December 31,
(Dollars in thousands)		2024				2023
Reconciliation of Pro Forma Adjusted EBITDA to Pro Forma Net income
Pro Forma Net Income		$	175,503			$	222,114
Pro Forma Income tax expense			61,928				69,568
Pro Forma Interest expense			63,274				(18,454	)
Pro Forma Equity in losses of unconsolidated subsidiaries			(53,481	)			(41,339	)
Pro Forma Loss on early retirement of debt			–				35,353
Pro Forma Income from Operations			247,224				267,242
Pro Forma Stock compensation expense			38,899				43,158
Pro Forma Depreciation and amortization			106,583				135,691
Pro Forma Separation transaction costs			1,696				–
Pro Forma Adjusted EBITDA		$	394,402			$	446,091
Pro Forma Adjusted EBITDA margin			10.2	%			9.2	%
Pro Forma Net Income Margin			4.5	%			4.6	%

 

 

 

 

CAPITALIZATION

 

The following table sets forth our consolidated cash and cash equivalents and capitalization as of September 30, 2024:

 

·

on a pro forma basis as derived from our historical audited consolidated financial statements incorporated by reference into this offering memorandum and giving effect to the Separation; and

 

·

on a pro forma as adjusted basis to give effect to the Separation and to the Refinancing Transactions.

 

The cash and capitalization information in the following table may not necessarily reflect what our cash and capitalization would have been had we completed the Separation as of September 30, 2024. In addition, the cash and capitalization information in the following table may not necessarily reflect what our cash and capitalization may be in the future. The pro forma information set forth in the table below is illustrative only and will adjust based on the actual terms of this offering determined at the time of the pricing of this offering.

 

The following table should be read in conjunction with the sections of this offering memorandum entitled “Summary Unaudited Pro Forma Consolidated Financial Data,” “Use of Proceeds” and “Unaudited Pro Forma Consolidated Financial Information” as well as our historical audited consolidated financial statements included elsewhere in this offering memorandum.

 

		As of September 30, 2024
(Dollars and share amounts in thousands) (unaudited)		Pro Forma				Pro Forma As Adjusted
Cash and cash equivalents		$	54,646			$	27,322
Debt:
Existing Select Term Loan			372,982				–
New Select Term Loan			–				750,000
Senior secured revolving facility(1)			10,000				10,000
Total senior secured principal		$	382,982			$	760,000
2026 Notes			1,225,000				–
Notes offered hereby(2)			–				850,000
Other debt(3)			48,721				48,721
Total debt principal outstanding		$	1,656,703			$	1,658,721
Unamortized discount			9,346				(1,875	)
Unamortized debt issuance costs			(6,654	)			(24,775	)
Total debt		$	1,659,395			$	1,632,071
Total stockholders’ equity			1,688,127				1,688,127
Total capitalization			3,347,522				3,320,198
Total net debt principal outstanding			1,602,057				1,631,399
Total net senior secured principal			328,336				732,678

 

 

(1)            The revolving loan under our senior secured credit facilities provides for borrowings of up to $600.0 million of which $546.6 million was available as of September 30, 2024, for working capital and general corporate purposes (after given effect to the Refinancing Transactions and to $43.4 million of outstanding letters of credit at September 30, 2024).

 

(2)            Represents the aggregate principal amount of the notes being offered and does not reflect initial purchaser discounts and debt issuance costs.

 

(3)            Other debt consists primarily of borrowings to finance insurance programs, indebtedness to sellers of acquired businesses and other miscellaneous borrowings.

 

 

 

 

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

 

The following unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2024, and for the year ended December 31, 2023, are presented as if the Separation and the Refinancing Transactions occurred as of January 1, 2023. The adjustments in the “Transaction Accounting Adjustments” column in the unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2024, and for the year ended December 31, 2023, give effect to the Separation as if it occurred as of January 1, 2023. The adjustments in the “Refinancing Transaction Adjustments” column in the unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2024, and for the year ended December 31, 2023, give effect to the Refinancing Transactions as if the Refinancing Transactions occurred as of January 1, 2023. The following unaudited pro forma consolidated balance sheet as of September 30, 2024 is presented as if Separation and the Refinancing Transactions occurred on September 30, 2024.

 

The following unaudited pro forma consolidated financial information has been derived from our historical consolidated financial statements as of and for the year ended December 31, 2023 and the interim unaudited period ended September 30, 2024. The unaudited pro forma consolidated financial information and the accompanying notes should be read in conjunction with (i) the audited consolidated financial statements, the accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2023, and (ii) the unaudited consolidated financial statements, the accompanying notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.

 

The following unaudited pro forma financial information is based on information currently available, including certain assumptions and estimates. They are intended for informational purposes only, and do not purport to represent what our financial position and results of operations actually would have been had the Separation occurred on the dates indicated, or to project our financial position or results of operations for any future date or period. The adjustments included with the “Concentra Discontinued Operations” column of the unaudited pro forma condensed consolidated financial information is the current estimates on a discontinued operations basis and could change as our finalized discontinued operations accounting to be reported in future periods once the Separation occurs.

 

The preliminary financial data included in this offering memorandum has been prepared by, and is the responsibility of, Select’s management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.

 

 

 

 

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Nine Months Ended September 30, 2024

(in thousands, except per share data)

 

		Select Medical Holdings Corporation Historical (As Reported)				Concentra Discontinued Operations (Note a)				Continuing Operations				Transaction Accounting Adjustments				Refinancing Transactions Impact				Pro Forma Select Medical Holdings Corporation
Revenue		$	5,309,692			$	(1,435,151	)		$	3,874,541			$	—			$	—			$	3,874,541
Costs and expenses:
Cost of services, exclusive of depreciation and amortization			4,516,553				(1,136,622	)			3,379,931				—				—				3,379,931
General and administrative			145,672				(1,569	)			144,103				—				—				144,103
Depreciation and amortization			158,151				(51,568	)			106,583				—				—				106,583
Total costs and expenses			4,820,376				(1,189,759	)			3,630,617				—				—				3,630,617
Other operating income			3,584				(284	)			3,300				—				—				3,300
Income from operations			492,900				(245,676	)			247,224				—				—				247,224
Other income and expense:
Loss on early retirement of debt			(10,939	)			—				(10,939	)			10,939	(b)			—				—
Equity in earnings of unconsolidated subsidiaries			49,805				3,676				53,481				—				—				53,481
Interest expense			(143,309	)			43,255				(100,054	)			35,965	(b)			815	(d)			(63,274	)
Income before income taxes			388,457				(198,745	)			189,712				46,904				815				237,431
Income tax expense			95,509				(46,241	)			49,268				12,444	(c)			216	(e)			61,928
Net income			292,948				(152,504	)			140,444				34,460				599				175,503
Less: Net income attributable to non-controlling interests			62,860				(11,554	)			51,306				—				—				51,306
Net income attributable to Select Medical Holdings Corporation		$	230,088			$	(140,950	)		$	89,138			$	34,460			$	599			$	124,197
Earnings per common share:
Basic and diluted		$	1.78																			$	0.96
Weighted average shares outstanding
Basic and diluted			129,192																				129,192

 

See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Information

 

 

 

 

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2023

(in thousands, except per share data)

 

		Select Medical Holdings Corporation Historical (As Reported)				Concentra Discontinued Operations (Note a)				Continuing Operations				Transaction Accounting Adjustments				Refinancing Transactions Impact				Pro Forma Select Medical Holdings Corporation
Revenue		$	6,664,058			$	(1,838,081	)		$	4,825,977			$	—			$	—			$	4,825,977
Costs and expenses:
Cost of services, exclusive of depreciation and amortization			5,732,017				(1,477,648	)			4,254,369				—				—				4,254,369
General and administrative			170,193				—				170,193				—				—				170,193
Depreciation and amortization			208,742				(73,051	)			135,691				—				—				135,691
Total costs and expenses			6,110,952				(1,550,699	)			4,560,253				—				—				4,560,253
Other operating income			1,768				(250	)			1,518												1,518
Income from operations			554,874				(287,632	)			267,242				—				—				267,242
Other income and expense:
Loss on early retirement of debt			(14,692	)			—				(14,692	)			(10,939	)(b)			(9,722	)(d)			(35,353	)
Equity in earnings of unconsolidated subsidiaries			40,813				526				41,339				—				—				41,339
Interest (expense) income			(198,639	)			44,474				(154,165	)			169,668	(b)			2,951	(d)			18,454
Income before income taxes			382,356				(242,632	)			139,724				158,729				(6,771	)			291,682
Income tax expense			82,625				(53,372	)			29,253				42,111	(c)			(1,796	)(e)			69,568
Net income			299,731				(189,260	)			110,471				116,618				(4,975	)			222,114
Less: Net income attributable to non-controlling interests			56,240				(4,796	)			51,444				—				—				51,444
Net income attributable to Select Medical Holdings Corporation		$	243,491			$	(184,464	)		$	59,027			$	116,618			$	(4,975	)		$	170,670
Earnings per share:
Basic and diluted		$	1.91																			$	1.34
Weighted average shares outstanding
Basic and diluted			127,706																				127,706

 

See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Information

 

 

 

 

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of September 30, 2024

(in thousands)

 

		Select Medical Holdings Corporation Historical (As Reported)				Concentra Discontinued Operations (Note a)				Refinancing Transaction Adjustments				Pro Forma Select Medical Holdings Corporation
ASSETS
Current Assets:
Cash and cash equivalents		$	191,468			$	(136,822	)		$	(27,324	)(d)		$	27,322
Accounts receivable			1,060,007				(232,202	)			—				827,805
Prepaid income taxes			8,669				(1,505	)			—				7,164
Other current assets			144,053				(23,041	)			—				121,012
Total Current Assets			1,404,197				(393,570	)			(27,324	)			983,303
Operating lease right-of-use assets			1,321,045				(430,133	)			—				890,912
Property and equipment, net			1,040,383				(191,099	)			—				849,284
Goodwill			3,555,022				(1,234,707	)			—				2,320,315
Identifiable intangible assets, net			312,565				(209,171	)			—				103,394
Other assets			369,449				(5,975	)			—				363,474
Total Assets		$	8,002,661			$	(2,464,655	)		$	(27,324	)		$	5,510,682
LIABILITIES AND EQUITY
Current Liabilities:
Overdrafts		$	14,173			$	—			$	—			$	14,173
Current operating lease liabilities			249,832				(74,411	)			—				175,421
Current portion of long-term debt and notes payable			42,785				(9,737	)			7,500	(d)			40,548
Accounts payable			170,711				(21,030	)			—				149,681
Accrued and other liabilities			768,203				(147,956	)			—				620,247
Total Current Liabilities			1,245,704				(253,134	)			7,500				1,000,070
Non-current operating lease liabilities			1,163,406				(391,037	)			—				772,369
Long-term debt, net of current portion			3,098,957				(1,472,610	)			(34,824	)(d)			1,591,523
Non-current deferred tax liability			95,557				(22,454	)			—				73,103
Other non-current liabilities			98,593				(24,188	)			—				74,405
Total Liabilities			5,702,217				(2,163,423	)			(27,324	)			3,511,470
Redeemable non-controlling interests			30,455				(18,122	)			—				12,333
Stockholders’ Equity:
Common stock			130				—				—				130
Capital in excess of par			858,741				—				—				858,741
Retained earnings			1,056,320				(227,064	)			—				829,256
Total Stockholders’ Equity			1,915,191				(227,064	)			—				1,688,127
Non-controlling interests			354,798				(56,046	)			—				298,752
Total Equity			2,269,989				(283,110	)			—				1,986,879
Total Liabilities and Equity		$	8,002,661			$	(2,464,655	)		$	(27,324	)		$	5,510,682

 

See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Information

 

 

 

 

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

 

Concentra Discontinued Operations:

 

(a)	Reflects the anticipated discontinued operations of Concentra, including associated assets, liabilities, and equity and results of operations in accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations as currently estimated.

 

Transaction Accounting Adjustments:

 

(b)

Reflects the estimated reduced interest expense of $82.0 million for the nine months ended September 30, 2024 and $123.7 million for the year ended December 31, 2023, respectively, as a result of the payments made with the cash proceeds received in connection with the Concentra Separation to reduce long-term debt obligations. Additionally, the estimated reduced interest expense for the year-ended December 31, 2023 reflects a reclassification of a $46.0 million gain on the interest rate cap cash flow hedge from accumulated other comprehensive income into interest expense for forecasted transactions that were probable not to occur as of that date, which was reported in the historical results for the nine months ended September 30, 2024.

 

As a result of the repayments, a loss on extinguishment of debt related to the write-off of unamortized deferred financing fees of $10.9 million for the year ended December 31, 2023 is also reflected, which was reported in the historical results for the nine months ended September 30, 2024.

 

(c)	Reflects the tax effects of the Transaction Accounting Adjustments to pre-tax book income at the applicable statutory income tax rates.

 

Refinancing Transaction Adjustments:

 

(d)

Reflects the impacts of the Refinancing Transactions, which include the estimated reduced interest expense of $0.8 million for the nine months ended September 30, 2024 and $2.9 million for the year ended December 31, 2023, respectively, as a result of lower interest rates on the refinanced debt. With respect to the Refinancing Transactions, the pro forma financial information includes the following assumptions:

 

	·	Refinancing Term Loans in an aggregate principal amount of $750.0 million bearing interest at a rate equal to SOFR + 2.00% and an original issue discount of $1.9 million;
	·	$850.0 million of Senior Notes due 2032 bearing interest at a rate equal to 6.25%; and
	·	Estimated debt issuance costs of $24.3 million.

 

The net proceeds of this offering, together with the proceeds from the Refinancing Term Loans and $27.3 million of cash on hand, will be used to repay in full the Existing Select Term Loan, to redeem all of the 2026 Notes (including an estimated call premium of $12.8 million) and to pay fees and expenses related to the foregoing. The Refinancing Transactions are assumed to qualify for debt extinguishment accounting resulting in a $9.7 million loss on early retirement of debt (inclusive of the $12.8 million call premium noted above) and the capitalization of new debt issuance costs.

 

A variance of 1/8% of the weighted average interest rate estimate would result in a $2.0 million change in annual cash interest expense associated with the $1,600.0 million of indebtedness expected to be incurred.

 

(e)	Reflects the tax effects of the Refinancing Transaction Adjustments to pre-tax book income at the applicable statutory income tax rates.

 

 

 

 

Exhibit 99.2

 

 

FOR IMMEDIATE RELEASE

4714 Gettysburg Road Mechanicsburg, PA 17055 NYSE Symbol: SEM

 

Select Medical Holdings Corporation Announces

Offering of $850 Million of Senior Notes by Select Medical Corporation

 

MECHANICSBURG, PENNSYLVANIA – November 18, 2024 – Select Medical Holdings Corporation (“Holdings”) (NYSE: SEM), today announced that Select Medical Corporation (“Select”) has commenced a private offering (the “Offering”), subject to market and other customary conditions, of $850 million in aggregate principal amount of senior notes due 2032 (the “notes”). The notes will be senior unsecured obligations of Select and will be guaranteed by certain of Select’s existing and future domestic subsidiaries.

 

Concurrently with the consummation of the Offering, Select intends to amend its existing senior secured credit agreement to, among other things, establish a new incremental term loan which will refinance Select’s existing term loans, extend the maturity date of Select’s existing revolving credit facility, and provide for an incremental revolving commitment.

 

Select intends to use the net proceeds of the Offering, together with the proceeds from the proposed 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 are being 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

[e-mail]

 

SOURCE: Select Medical Holdings Corporation

 

 

Cover	Nov. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 18, 2024
Entity File Number	001-34465
Entity Registrant Name	SELECT MEDICAL HOLDINGS CORPORATION
Entity Central Index Key	0001320414
Entity Tax Identification Number	20-1764048
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4714 Gettysburg Road
Entity Address, Address Line Two	P.O. Box 2034
Entity Address, City or Town	Mechanicsburg
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17055
City Area Code	717
Local Phone Number	972-1100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	SEM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

---