Current report, items 1.01 and 9.01



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2021-06-02





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UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




Washington, DC 20549
















FORM


8-K









current
report







Pursuant to Section
13 or 15(d) of the






Securities Exchange
Act of 1934






Date of Report (Date
of earliest event reported):




June 2, 2021






















SELECT MEDICAL HOLDINGS CORPORATION

















(Exact name of registrant as specified in
its charter)






















Delaware






001-34465






20-1764048



(State or other jurisdiction of


Incorporation)


(Commission File


Number)


(I.R.S. Employer


Identification No.)



















4714 Gettysburg Road


,


P.O. Box 2034








Mechanicsburg


,


PA




17055





(Address of principal executive offices)  (Zip Code)






(


717


)


972-1100





(Registrant’s telephone number, including
area code)





Securities registered pursuant to Section
12(b) of the Act:

















Title of each class



Trading Symbol(s)



Name of each exchange on which registered





Common Stock, par value $0.001 per share







SEM







New York Stock Exchange


(NYSE)





Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:















¨




Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)














¨




Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)














¨




Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))














¨




Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))




Indicate by check mark whether either registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).





Emerging growth company




¨








If an emerging growth company, indicate by check mark if either
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.

¨






























Item 1.01 Entry into a Material Definitive Agreement.







Amendment No. 5 to the Select Credit Agreement






On June 2, 2021, Select
Medical Corporation (“

Select

”) and Select Medical Holdings Corporation (“

Holdings

”) entered into
Amendment No. 5 (the “

Select Amendment

”) to that certain Credit Agreement, dated as of March 6, 2017, by
and among Holdings, Select, the lenders and issuing banks party thereto from time to time and JPMorgan Chase Bank, N.A. (“

JPMorgan

”),
as administrative agent and collateral agent (as amended by Amendment No. 1, dated as of March 22, 2018, Amendment No. 2
dated as of October 26, 2018, Amendment No. 3, dated as of August 1, 2019, Amendment No. 4, dated December 10,
2019 and the Select Amendment, the “

Select Credit Agreement

”). Among other things, the Select Amendment increases
the aggregate commitments available under the Select Credit Agreement’s revolving credit facility from $450 million to $650 million.





The foregoing description
of the Select Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Select Amendment,
which is filed as Exhibit 10.1 and incorporated by reference herein.






Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.




























Exhibit Number





Description







10.1




Amendment No. 5, dated June 2, 2021, to the Credit Agreement, dated March 6, 2017, by and among Select Medical Holdings Corporation, Select Medical Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the other lenders and issuing banks party thereto, as amended by Amendment No. 1, dated as of March 22, 2018, Amendment No. 2, dated as of October 26, 2018, Amendment No. 3, dated as of August 1, 2019 and Amendment No. 4, dated as of December 10, 2019.





104



The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.




















SIGNATURE





Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned,
thereunto duly authorized.






































SELECT MEDICAL HOLDINGS CORPORATION





Date: June 4, 2021

By:

/s/ Michael E. Tarvin



Michael E. Tarvin



Executive Vice President, General Counsel and Secretary













The above information was disclosed in a filing to the SEC. To see the filing, click here.

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