UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
current report
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On November 25, 2024, Select Medical Holdings Corporation (the “Company”) announced that it had completed the previously announced spin-off of Concentra Group Holdings Parent, Inc. (“Concentra”) by means of a special stock distribution of 104,093,503 shares of common stock of Concentra (the “Distribution”) that had been owned by Select Medical Corporation (“SMC”), a wholly owned subsidiary of the Company, to the Company’s stockholders as of the close of business on November 18, 2024 (the “Record Date”). Based on the number of shares of the Company’s common stock outstanding as of the Record Date, holders of the Company’s common stock received 0.806971 shares of Concentra common stock for each outstanding share of the Company’s common stock they owned as of the Record Date. No fractional shares of Concentra common stock were distributed. Instead, the Company’s stockholders will receive cash in lieu of any fraction of a share of Concentra common stock that they otherwise would have received.
Prior to the Distribution, the Company owned approximately 81.7% of the outstanding shares of Concentra common stock. Following the completion of the Distribution, the Company no longer owns any shares of Concentra common stock.
Based on the closing price of shares of Concentra common stock of $22.13 per share on November 25, 2024, the aggregate market value of the shares distributed by the Company to its stockholders was approximately $2,303.6 million.
A copy of the Company’s press release announcing the completion of the Distribution is attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro forma financial information.
Unaudited pro forma financial information of the Company to give effect to the Distribution is included in Exhibit 99.2 filed herewith and incorporated by reference into this Item 9.01.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release of Select Medical Holdings Corporation, dated November 25, 2024 | |
| 99.2 | Pro forma financial information of Select Medical Holdings Corporation (Unaudited) | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL) |
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 26, 2024 | By: | /s/ Michael E. Tarvin |
| Michael E. Tarvin | ||
| Senior Executive Vice President, General Counsel and Secretary | ||