Item 1.01 Entry into a Material Definitive Agreement
Interest Purchase Agreement
On December 31, 2020, Select Medical Corporation ("Select"), the wholly owned
operating subsidiary of Select Medical Holdings Corporation, pursuant to the
terms and conditions of that certain Interest Purchase Agreement, dated as of
December 31, 2020 (the "Purchase Agreement"), agreed to acquire approximately
11.08% of the outstanding membership interests of Concentra Group Holdings
Parent, LLC ("Concentra") on a fully diluted basis from Welsh, Carson, Anderson
& Stowe XII, L.P. ("WCAS"), Dignity Health Holding Corporation ("Dignity") and
other equity holders of Concentra (the "Interest Purchase") for an aggregate
purchase price of $199,999,791.60, which was acquired in addition to the
approximately 17.20% and 1.41% of the then-outstanding membership interests of
Concentra purchased by Select on January 1, 2020 and February 1, 2020,
respectively. Upon consummation of the Interest Purchase, Select will own in the
aggregate approximately 78.04% of the outstanding membership interests of
Concentra on a fully diluted basis and approximately 79.77% of the outstanding
voting membership interests of Concentra.
Pursuant to the terms and conditions of the Purchase Agreement, the Interest
Purchase is intended by the parties thereto to be in lieu of, and be deemed to
constitute, an exercise of the second put right provided to certain Concentra
equityholders under the terms of that certain Amended and Restated Limited
Liability Company Agreement of Concentra, dated as of February 1, 2018, by and
among Select, WCAS, Dignity and other equity holders of Concentra.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
10.1 Interest Purchase Agreement, dated December 31, 2020, by
and among Concentra Group Holdings Parent, LLC, Select
Medical Corporation, Welsh, Carson, Anderson & Stowe XII,
L.P., Dignity Health Holding Corporation and the other
signatories thereto.
104 Cover Page Interactive Data File (formatted as inline XBRL)
© Edgar Online, source Glimpses
SELECT MEDICAL HOLDINGS CORPORATION 
