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 19, 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)
(717) 972-1100
(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. ¨
On November 19, 2024, Select Medical Holdings Corporation (the “Company”) issued a press release announcing that it had determined the final distribution ratio relating to its previously announced distribution (the “Distribution”) of 104,093,503 shares of common stock of Concentra Group Holdings Parent, Inc. (“Concentra”) owned by the Company. The Distribution is expected to be made as of 5:00 p.m., New York City time, on November 25, 2024 to the Company’s stockholders as of the close of business on November 18, 2024 (the “Record Date”). After the completion of the Distribution, the Company will no longer own any shares of Concentra’s common stock. A copy of the press release announcing the final distribution ratio is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The Distribution will take place in the form of a pro rata common stock distribution to each of the Company’s stockholder on the Record Date. As of the Record Date, the Company had 128,992,850 shares of common stock outstanding. Accordingly, based on such number, the Company’s stockholders will receive 0.806971 shares of Concentra’s common stock for every share of the Company’s common stock held as of the Record Date. The final distribution ratio was calculated by dividing the 104,093,503 shares of Concentra’s common stock to be distributed by the number of shares of the Company’s common stock currently outstanding as of the Record Date. No fractional shares of Concentra’s common stock will be distributed. Instead, the Company’s stockholders will receive cash in lieu of any fraction of a share of Concentra’s common stock that they otherwise would have received.
In connection with the Distribution, on November 19, 2024, the Company made available an information statement (the “Information Statement”) to its stockholders as of the Record Date. The Information Statement contains a description of Concentra, the terms of the Distribution and certain U.S. federal income tax consequences of the Distribution. The Information Statement is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Safe Harbor Statement
This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Numerous factors, including those related to market conditions and those detailed from time-to-time in the Company’s filings with the Securities and Exchange Commission, may cause results to differ materially from those anticipated in the forward-looking statements. Many of the factors that will determine the Company’s future results are beyond the ability of the Company to control or predict. These statements are subject to risks and uncertainties and, therefore, actual results may differ materially. Readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
| | |
| | (d) Exhibits |
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 19, 2024 | By: | /s/ Michael E. Tarvin |
| | | Michael E. Tarvin |
| | | Senior Executive Vice President, General Counsel and Secretary |
