UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
current report
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Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement |
Interest Purchase Agreement
On December 24, 2021, Select Medical Corporation (“Select”), the wholly owned operating subsidiary of Select Medical Holdings Corporation, pursuant to the terms and conditions of that certain Interest Purchase Agreement, dated as of December 24, 2021 (the “Purchase Agreement”), acquired approximately 20.23% of the outstanding voting membership interests of Concentra Group Holdings Parent, LLC (“Concentra”) from Welsh, Carson, Anderson & Stowe XII, L.P. (“WCAS”), Dignity Health Holding Corporation (“Dignity”) and other equity holders of Concentra (the “Interest Purchase”) for an aggregate purchase price of $625,648,445.82. Select also acquired certain non-voting membership interests of Concentra from its managers. Select now owns in the aggregate approximately 99.33% of the outstanding membership interests of Concentra on a fully diluted basis and 100% of the outstanding voting membership interests of Concentra.
Pursuant to the terms and conditions of the Purchase Agreement, the Interest Purchase is intended by the parties thereto to be in lieu of, and be deemed to constitute, an exercise of the third put right provided to certain Concentra equityholders under the terms of that certain Amended and Restated Limited Liability Company Agreement of Concentra, dated as of February 1, 2018, by and among Select, WCAS, Dignity and other equity holders of Concentra.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description |
| 10.1 | Interest Purchase Agreement, dated December 24, 2021, by and among Concentra Group Holdings Parent, LLC, Select Medical Corporation, Welsh, Carson, Anderson & Stowe XII, L.P., Dignity Health Holding Corporation and the other signatories thereto. |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
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: December 28, 2021 | By: | /s/ Michael E. Tarvin |
| Michael E. Tarvin | ||
| Executive Vice President, General Counsel and Secretary | ||