Select Medical Corporation Announces Cancellation of Tender Offer and Consent Solicitation
MECHANICSBURG, Pa., May 14, 2012 /PRNewswire/ -- Select Medical Holdings Corporation ("Holdings") (NYSE: SEM), today announced that Select Medical Corporation ("Select") has terminated its previously announced cash tender offer (the "Tender Offer") and consent solicitation (together with the Tender Offer, the "Offer") for any and all of its $345,000,000 aggregate principal amount of 7 5/8% Senior Subordinated Notes due 2015 (CUSIP No. 816196AJ8) (the "Notes"). All Notes tendered in the Offer will be returned promptly to the respective holders thereof without any action required on the part of the holders. No consideration will be paid in the Offer for any tendered Notes.
The Offer was subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated May 7, 2012, including, among other things, Select's completion of the offering of $365.0 million of new debt financing or entry into 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 $365.0 million on or prior to the date on which Select would have accepted for payment (following satisfaction or waiver of all conditions to the Offer) Notes properly tendered. Select was seeking to opportunistically refinance its indebtedness and has elected not to move ahead with the refinancing due to the rates currently available for the new debt financing in the market.
This press release confirms formal termination of the Offer. Select reserves the right to initiate a new tender offer and consent solicitation at a later date if market conditions become more favorable, but it is under no obligation to do so.
Select engaged Morgan Stanley & Co. LLC as Dealer Manager and Solicitation Agent for the Offer. Persons with questions regarding the termination of the Offer should contact Morgan Stanley & Co. LLC at (212) 761-1057 (Call Collect) or (800) 624-1808 (Toll Free). Holders of Notes with questions regarding the termination of the Offer may also direct such questions to D.F. King & Company, Inc., the Tender Agent and Information Agent, at (800) 628-8510.
This press release is for informational purposes only and does not constitute an offer to buy, the solicitation of an offer to sell or the solicitation of consents with respect to the Notes. This press release shall not constitute an offer, solicitation or sale in any jurisdiction.
Forward Looking Statements
This press release contains forward-looking statements conveying management's 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. 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.
Joel T. Veit
Vice President & Treasurer
SOURCE Select Medical Holdings Corporation