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Select Medical Corporation Launches Tender Offer And Consent Solicitation For 7-5/8% Senior Subordinated Notes Due 2015

Stocks in this article: SEM

MECHANICSBURG, Pa., May 7, 2012 /PRNewswire/ -- Select Medical Holdings Corporation ("Holdings") (NYSE: SEM), today announced that Select Medical Corporation ("Select") has commenced a cash tender offer (the "Tender Offer") and consent solicitation (the "Consent Solicitation," and 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"). The Tender Offer and the Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement dated May 7, 2012 (the "Offer to Purchase"). The Offer will expire at 11:59 p.m., New York City time, on Monday, June 4, 2012 unless extended (the "Expiration Date"). The Tender Offer and Consent Solicitation are being conducted in connection with Select's proposed offering of $365.0 million of new debt financing (the "Proposed Financing"). The proceeds from the Proposed Financing are expected to fund the purchase of any tendered Notes that are accepted for repurchase.

Holders who validly tender their Notes and provide their consents to the proposed amendments to the indenture governing the Notes prior to the early tender deadline of 5:00 p.m., New York City time, on Friday, May 18, 2012, unless extended (the "Early Tender Deadline"), shall receive the total consideration equal to $1,015.21 per $1,000 principal amount of the Notes, which includes an early tender amount of $2.50 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for such Notes. The Offer contemplates an early settlement option, so that holders whose Notes are validly tendered prior to the Early Tender Deadline and accepted for purchase could receive payment as early as May 21, 2012.  Holders whose Notes are validly tendered after the Early Tender Deadline and accepted for purchase will receive payment on or around June 5, 2012.  The primary purpose of the Consent Solicitation and the proposed amendments to the indenture is to eliminate or make less restrictive substantially all of the restrictive covenants and eliminate certain other related provisions of the Indenture that relate to the Notes.  In addition, the proposed amendments would shorten the minimum notice period for redemption from thirty days to three days prior to a redemption date.

Tenders of Notes pursuant to the Tender Offer may be withdrawn and related consents delivered pursuant to the Consent Solicitation may be validly revoked at any time on or prior to the Early Tender Deadline by following the procedures described in the Offer to Purchase. A valid withdrawal of tendered Notes on or prior to the Early Tender Deadline shall constitute a concurrent valid revocation of the related consent.  A holder may not validly revoke a consent unless such holder validly withdraws such holder's previously tendered Notes.  Notes may not be withdrawn, and related consents may not be revoked, after the Early Tender Deadline, except as required by law.

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