MECHANICSBURG, Pa.  , Nov. 18, 2024 /PRNewswire/ -- Select Medical Holdings Corporation ("Holdings") (NYSE: SEM), today announced that Select Medical Corporation, a wholly-owned subsidiary of Holdings ("Select"), has priced a private offering (the "Offering") of $550.0 million in aggregate principal amount of its 6.250% senior notes due 2032 (the "notes"). The Offering is expected to close on December 3, 2024, subject to the satisfaction of customary closing conditions. 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.