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Select Medical Corporation Announces Modifications To The Terms Of The Previously Announced Tender Offer And Consent Solicitation

Stocks in this article: SEM

MECHANICSBURG, Pa., May 17, 2011 /PRNewswire/ -- Select Medical Holdings Corporation ("Holdings") (NYSE: SEM) today announced that in connection with the previously announced cash tender offer (the "Tender Offer") and consent solicitation (the "Consent Solicitation," and together with the Tender Offer, the "Offer") by Select Medical Corporation ("Select") for any and all of Select's $611,500,000 aggregate principal amount of 7 5/8% Senior Subordinated Notes due 2015 (CUSIP No. 816196AJ8) (the "Notes"), pursuant to the Offer to Purchase and Consent Solicitation Statement dated April 25, 2011 (the "Offer to Purchase"), Select is amending the terms of the Offer:

  • to convert its offer to purchase for cash any and all outstanding Notes to a "fixed dollar" offer to purchase for cash only up to $266,500,000 aggregate principal amount of outstanding Notes (the "Maximum Tender Amount"), subject to proration as described below;
  • to extend the expiration date of the Tender Offer from 11:59 p.m., New York City time, on May 20, 2011 to 11:59 p.m., New York City time, on May 31, 2011 (the "Expiration Date");
  • to provide withdrawal rights to all holders of Notes that validly tendered (and did not validly withdraw) their Notes by the Early Tender Deadline (as defined in the Offer to Purchase);
  • to eliminate the ability of any holder of Notes that validly tenders its Notes on or prior to 5:00 p.m., New York City time, on May 23, 2011 (the "Withdrawal Right Expiration Date"), or any holder that had previously tendered and not withdrawn its Notes by that date, to withdraw its tenders from the Tender Offer;
  • to pay all holders of Notes that validly tender (and do not validly withdraw) their Notes on or prior to the Expiration Date, and whose Notes are accepted for purchase, $1,027.92 per $1,000 principal amount of Notes (whether or not tendered by the Early Tender Deadline);
  • to eliminate the consent solicitation described in the Offer to Purchase;
  • to eliminate the Supplemental Indenture Condition (as defined in the Offer to Purchase);
  • to amend the definition of the term "Proposed Financing" in the Offer to Purchase to state that the Tender Offer is being conducted in connection with Select's negotiation of a $1.15 billion new senior secured credit facility;
  • to amend the definition of the term "Financing Condition" in the Offer to Purchase to state that Select's obligation to consummate the Tender Offer is conditioned upon Select consummating the Proposed Financing or other debt financing on terms reasonably satisfactory to it and resulting in the issuance of indebtedness having an aggregate principal amount of not less than $1.15 billion;
  • to eliminate statements in the Offer to Purchase pertaining to Select's expectation to redeem any Notes not purchased in the Offer; and
  • to eliminate statements in the Offer to Purchase which indicate that the Final Payment Date is expected to be on or about May 23, 2011.

All other terms and conditions of the Offer described in the Offer to Purchase, as amended or supplemented to date, remain unchanged.

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