Select Medical Holdings Corporation Acquired by Consortium Led by Robert A. Ortenzio, Martin F. Jackson, and WCAS

Rhea-AI Summary

Select Medical (NYSE: SEM) completed its acquisition by a consortium led by Robert A. Ortenzio, Martin F. Jackson, and Welsh, Carson, Anderson & Stowe for $16.50 per share, valuing the company at about $3.9 billion.

The price equals an ~18% premium to the unaffected share price and ~25% to the 90‑day VWAP as of November 24, 2025. The merger becomes effective July 1, 2026, after which SEM will be delisted from the NYSE, with existing leadership remaining in place.

Positive

• $16.50 per share cash consideration with ~18% premium to unaffected price
• Transaction values Select Medical at approximately $3.9 billion
• Premium of ~25% to 90-day volume-weighted average price as of November 24, 2025
• Existing leadership team, including Ortenzio and Jackson, remains in place post-close

Negative

• Select Medical common stock ceases trading and is delisted from NYSE July 1, 2026
• Consortium now holds majority economic interest and effective control of the company

Market Context

This announcement confirms completion of the $16.50 per share go‑private merger and NYSE delisting. ...

Analysis

This announcement confirms completion of the $16.50 per share go‑private merger and NYSE delisting. It caps a series of acquisition milestones; key residual risks relate to final closing mechanics and execution under the new ownership structure.

Key Figures

Purchase price: $16.50 per share Premium to unaffected price: 18% Premium to 90-day VWAP: 25% +3 more

6 metrics

Purchase price $16.50 per share Cash consideration under the Merger Agreement

Premium to unaffected price 18% Premium vs. November 24, 2025 unaffected share price

Premium to 90-day VWAP 25% Premium vs. 90-day volume-weighted average closing share price

Implied equity value $3.9 billion Company valuation under the consortium’s acquisition

Merger effective time 12:01 am, July 1, 2026 Effective time specified in the Certificate of Merger

Stockholder approval date June 26, 2026 Special Meeting of Stockholders approving the transaction

Previous Acquisition Reports

2 past events · Latest: Mar 02 (Positive)

Same Type Pattern 2 events

Date	Event	Sentiment	24h Move	Catalyst
Mar 02	Go-private agreement	Positive	+8.4%	Announced all-cash go-private deal at $16.50 per share with consortium.
Sep 04	Asset acquisition	Positive	+0.5%	Deal to acquire Valir Rehabilitation Hospital, expanding rehabilitation footprint in Oklahoma.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Acquisition-related headlines have historically produced modest positive one-day moves in SEM shares.

Key Terms

agreement and plan of merger, certificate of merger, volume-weighted average closing share price, joint lead bookrunners, +2 more

6 terms

agreement and plan of merger regulatory

"pursuant to the terms of the Agreement and Plan of Merger, dated as of March 2, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

certificate of merger regulatory

"The Company filed a Certificate of Merger, pursuant to which the acquisition will become effective"

A certificate of merger is an official filing that records the legal completion of a merger between two or more companies, showing which entities combined and under what surviving entity. Investors care because it changes who owns the business, the legal responsibilities and assets that carry forward, and often the stock they hold—think of it like a marriage certificate for companies that tells you which spouse’s name stays on the lease and bank accounts.

volume-weighted average closing share price financial

"a premium of approximately 25% over Select Medical's 90-day volume-weighted average closing share price"

The volume-weighted average closing share price is the average of a stock’s daily closing prices over a period, where each day’s price is given more influence if more shares were traded that day. Think of it like averaging test scores but giving bigger weight to exams with more questions: days with heavier trading pull the average toward the prices at which most activity occurred. Investors use it to understand a representative price level that reflects both price and trading interest, useful for benchmarks, performance comparisons, and assessing where real market activity concentrated.

joint lead bookrunners financial

"J.P. Morgan and Wells Fargo are serving as joint lead arrangers and joint lead bookrunners"

Joint lead bookrunners are two or more investment banks that share the main job of organizing a company's public share offering: they gather investor orders, advise on and set the offer price, decide allocation of shares, and coordinate marketing to buyers. Their involvement matters to investors because experienced lead banks lend credibility to the deal, influence who gets shares and how many, and often help stabilize the stock after the sale—similar to several seasoned auctioneers working together to run a single auction smoothly and attract bids.

debt financing financial

"in connection with the committed debt financing of the Consortium"

Debt financing is the process of raising money by borrowing it from lenders, which must be paid back over time with interest. It is like taking a loan to fund a project or investment, allowing a business or individual to access funds immediately while agreeing to repay the amount borrowed later. For investors, understanding debt financing helps assess how a company funds its operations and manages financial risk.

special meeting of stockholders regulatory

"voted to approve the transaction at our Special Meeting of Stockholders on June 26, 2026"

A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MECHANICSBURG, Pa., June 30, 2026 /PRNewswire/ -- Select Medical Holdings Corporation (the "Company" or "Select Medical," "we," "us," or "our") (NYSE: SEM) today announced the completion of its acquisition by an entity affiliated with a consortium led by Robert A. Ortenzio, Executive Chairman, Co-Founder and Director of Select Medical, Martin F. Jackson, Senior Executive Vice President of Strategic Finance and Operations of Select Medical, and Welsh, Carson, Anderson & Stowe ("WCAS" and, together with Mr. Ortenzio and Mr. Jackson, the "Consortium") pursuant to the terms of the Agreement and Plan of Merger, dated as of March 2, 2026 (the "Merger Agreement").

The previously announced purchase price of $16.50 per share represents a premium of approximately 18% over Select Medical's unaffected share price as of November 24, 2025, the last trading day prior to a publicly disclosed proposal being submitted by Mr. Ortenzio to the Company's Board of Directors, and a premium of approximately 25% over Select Medical's 90-day volume-weighted average closing share price for the period ending on that date, and values the Company at approximately $3.9 billion.

The Company filed a Certificate of Merger, pursuant to which the acquisition will become effective as of July 1, 2026 at 12:01 am. With the completion of the acquisition, Select Medical's common stock will cease trading and Select Medical will no longer be listed on the New York Stock Exchange as of July 1, 2026. The Consortium maintains effective and operational control of the Company and its subsidiaries and now has a majority of the economic interest in the Company.

Select Medical's current officers, including Mr. Ortenzio and Mr. Jackson, will continue to lead the business in their respective roles following the closing.

Select Medical's stockholders, including the unaffiliated stockholders, voted to approve the transaction at our Special Meeting of Stockholders on June 26, 2026.

Advisors

J.P. Morgan and Wells Fargo are serving as joint lead arrangers and joint lead bookrunners in connection with the committed debt financing of the Consortium. Goldman Sachs is serving as the exclusive financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to the Special Committee of disinterested and independent directors of the Board of Directors of the Company. Dechert LLP is serving as legal counsel to Select Medical. Wells Fargo and J.P. Morgan are serving as financial advisors, and Cravath, Swaine & Moore LLP is serving as legal counsel to the Consortium. Barclays is serving as financial advisor, and Ropes & Gray LLP is serving as legal counsel to WCAS. Paul Hastings LLP is serving as legal counsel to the debt financing sources.

About Select Medical

Select Medical is one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, and outpatient rehabilitation clinics in the United States based on number of facilities. Select Medical's reportable segments include the critical illness recovery hospital segment, the rehabilitation hospital segment, and the outpatient rehabilitation segment. As of March 31, 2026, Select Medical operated 103 critical illness recovery hospitals in 28 states, 41 rehabilitation hospitals in 15 states, and 1,912 outpatient rehabilitation clinics in 37 states and the District of Columbia. At March 31, 2026, Select Medical had operations in 38 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.

About WCAS

WCAS is a leading U.S. private equity firm focused on two target industries: technology and healthcare. Since its founding in 1979, the firm's strategy has been to partner with outstanding management teams and build value for its investors through a combination of operational improvements, growth initiatives, and strategic acquisitions. The firm has raised and managed funds totaling over $33 billion of committed capital. For more information, please visit www.wcas.com.

Media inquiries:
Shelly Eckenroth
Senior Vice President, Chief Communications Marketing & Branding Officer
717-920-4035
seckenroth@selectmedical.com

Investor inquiries:
Robert S. Kido
Senior Vice President and Treasurer
717-972-1100
ir@selectmedical.com

View original content:https://www.prnewswire.com/news-releases/select-medical-holdings-corporation-acquired-by-consortium-led-by-robert-a-ortenzio-martin-f-jackson-and-wcas-302814693.html

SOURCE Select Medical Holdings Corporation

FAQ

What is the acquisition price for Select Medical (SEM) and what premium are shareholders receiving?

Select Medical shareholders will receive $16.50 per share in cash. According to Select Medical, this reflects an approximate 18% premium to the unaffected share price and about a 25% premium to the 90-day volume-weighted average price as of November 24, 2025.

Who is acquiring Select Medical (SEM) in the June 2026 transaction?

Select Medical is being acquired by an entity affiliated with a consortium led by Robert A. Ortenzio, Martin F. Jackson, and Welsh, Carson, Anderson & Stowe. According to Select Medical, the consortium now holds effective and operational control and a majority economic interest.

When will Select Medical (SEM) be delisted from the New York Stock Exchange?

Select Medical common stock will cease trading and be delisted from the NYSE on July 1, 2026. According to Select Medical, the merger becomes effective July 1, 2026 at 12:01 a.m., after filing the Certificate of Merger.

What happens to Select Medical (SEM) shareholders after the $16.50 per share acquisition closes?

After closing, Select Medical shareholders receive $16.50 in cash per share and the stock stops trading. According to Select Medical, stockholders, including unaffiliated investors, approved the transaction at a Special Meeting held on June 26, 2026.

Will Select Medical (SEM) management change following the July 2026 acquisition?

Select Medical’s current officers will continue in their roles after the acquisition closes. According to Select Medical, leaders including Robert A. Ortenzio and Martin F. Jackson will keep leading the business under the new consortium ownership structure.

Did Select Medical (SEM) shareholders approve the acquisition by the Ortenzio-Jackson-WCAS consortium?

Yes, Select Medical stockholders approved the acquisition at a Special Meeting on June 26, 2026. According to Select Medical, this approval included unaffiliated stockholders, allowing the merger to proceed toward its July 1, 2026 effective date.