Attached files
file | filename |
---|---|
8-K - FORM 8-K - SELECT MEDICAL HOLDINGS CORP | c17883e8vk.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE | 714 Gettysburg Road Mechanicsburg, PA 17055 |
|
NYSE Symbol: SEM |
Select Medical Corporation Announces Expiration of Withdrawal Rights
Pursuant to the Terms of the Previously Announced Tender Offer
Pursuant to the Terms of the Previously Announced Tender Offer
MECHANICSBURG, PENNSYLVANIA May 24, 2011 Select Medical Holdings Corporation
(Holdings) (NYSE: SEM), today announced that in connection with the previously announced cash
tender offer (the Tender Offer) by Select Medical Corporation (Select) for up to $266,500,000
aggregate principal amount (the Maximum Tender Amount) of
Selects 75/8% Senior Subordinated Notes
due 2015 (CUSIP No. 816196AJ8) (the Notes), pursuant to the Offer to Purchase and Consent
Solicitation Statement dated April 25, 2011, as subsequently amended and supplemented (as amended,
the Offer to Purchase), the withdrawal rights provided to all holders of the Notes that validly
tendered (and did not validly withdraw) their Notes expired at 5:00 p.m., New York City time, on
May 23, 2011 (the Withdrawal Right Expiration Date).
Select will pay all holders of the Notes that validly tender (and do not validly withdraw)
their Notes on or prior to 11:59 p.m., New York City time, on May 31, 2011 (the Expiration Date),
and whose Notes are accepted for purchase, $1,027.92 per $1,000 principal amount of Notes, plus
accrued and unpaid interest up to, but not including, the date of payment.
As of the Withdrawal Right Expiration Date, the amount of Notes validly tendered (and not
validly withdrawn) has exceeded the Maximum Tender Amount. Since the Notes may no longer be
withdrawn (except in the limited circumstances described in the Offer to Purchase), we expect that
only the Maximum Tender Amount will be accepted for purchase, and the Notes will be purchased on a
pro rata basis (with adjustments in order to avoid the purchase of Notes in a principal amount
other than multiples of $1,000). As a result, each holder that validly tenders or has previously
tendered Notes may have a portion of its Notes returned to it, and the amount of Notes returned
will depend on the ultimate level of participation of holders in the Tender Offer.
The sum of each holders validly tendered Notes accepted for purchase will be determined by
multiplying each holders tender by the proration factor, and rounding the product down to the
nearest $1,000. Select will determine the final proration factor as soon as practicable after the
Expiration Date and announce the results of such proration by press release or other permitted
means.
The Tender Offer is subject to a number of conditions that are set forth in the Offer to
Purchase, as amended by this announcement, including, without limitation, Selects entry into a new
senior credit facility or other debt financing on terms reasonably satisfactory to Select and
resulting in the issuance of indebtedness having an aggregate principal amount of not less than
$1.15 billion. There can be no assurance that Select will enter into a new senior credit facility
or that the proceeds therefrom, when combined with Selects other available funds, will be
sufficient to pay the total consideration in connection with the Tender Offer.
Holders of the Notes are urged to read the Offer to Purchase, as amended and supplemented,
carefully.
Select has engaged J.P. Morgan Securities LLC and Goldman, Sachs & Co. as Dealer Managers and
Solicitation Agents for the Tender Offer. Persons with questions regarding the Tender Offer should
contact J.P. Morgan Securities LLC at (800) 245-8812 (toll free) or (212) 270-3994 (collect) or
Goldman, Sachs & Co. at (800) 828-3182 (toll free) or (212) 902-5128 (collect). Requests for
copies of the Offer to Purchase or other tender offer materials may be directed to D.F. King & Co.,
Inc., the Information Agent, at (212) 269-5550 (bank and brokers) or at (800) 628-8510 (toll free).
This press release does not constitute an offer to purchase the Notes or a solicitation of
consents to amend the related indenture. The Tender Offer is made solely pursuant to the Offer to
Purchase. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the securities, blue sky or other laws
of such jurisdiction.
Company Information and Forward Looking Statements
Select Medical Holdings Corporation is a leading operator of specialty hospitals in the United
States. As of March 31, 2011, Holdings operated 110 long term acute care hospitals and eight
inpatient rehabilitation hospitals in 28 states. Holdings is also a leading operator of outpatient
rehabilitation clinics in the United States, with approximately 945 locations in 35 states and the
District of Columbia. Holdings also provides medical rehabilitation services on a contract basis
at nursing homes, hospitals, assisted living and senior care centers, schools and worksites.
Information about Holdings is available at http://www.selectmedicalholdings.com/
This press release contains forward-looking statements conveying managements expectations as to
the future based on current plans, estimates and projections. Forward-looking statements involve
inherent risks and uncertainties and Holdings cautions you that a number of important factors could
cause actual results to differ materially from those contained in any such forward-looking
statement. The forward-looking statements contained in this press release include statements
related to the Tender Offer, including the Expiration Date, Early Tender Deadline and possible
completion of the Tender Offer and Selects entry into a new senior credit facility and the amount
and use of proceeds therefrom. Investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. Holdings does not undertake to
update any of these statements in light of new information or future events, except, with respect
to the Tender Offer, as specifically set forth in this press release.
Contact:
Investor inquiries:
Joel T. Veit
Vice President & Treasurer
717/972-1100
ir@selectmedicalcorp.com
Vice President & Treasurer
717/972-1100
ir@selectmedicalcorp.com
SOURCE: Select Medical Holdings Corporation