Encompass Health (NYSE: EHC) prices $500M 5.875% senior notes due 2034
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Encompass Health Corporation has agreed to issue $500 million in aggregate principal amount of 5.875% senior notes due 2034 in a private offering, with closing expected on or about May 29, 2026, subject to the purchase agreement terms. The notes will be guaranteed on a senior unsecured basis by certain subsidiaries and sold to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S.
The company currently intends to use the net proceeds, together with cash on hand, to redeem at par $400 million of its outstanding 4.500% Senior Notes due 2028, repay $100 million under its senior secured revolving credit facility, and pay related fees and expenses. Encompass Health describes itself as the largest owner and operator of inpatient rehabilitation hospitals in the United States, with 175 hospitals in 39 states and Puerto Rico.
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Insights
Encompass Health is refinancing part of its debt via a new $500M 2034 notes issue.
Encompass Health is issuing $500 million of 5.875% senior notes due 2034, with guarantees from subsidiaries that also support its credit agreement and other capital markets debt. The notes are private, sold under Rule 144A and Regulation S, and carry semiannual interest payments starting on Dec. 1, 2026.
The company currently plans to use proceeds and cash on hand to redeem $400 million of its 4.500% Senior Notes due 2028 at par and repay $100 million on its senior secured revolving credit facility, plus fees and expenses. This shifts part of its debt maturity profile from 2028 to 2034, with the actual impact depending on closing of the offering as described.
8-K Event Classification
3 items: 1.01, 8.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
New notes issuance: $500 million 5.875% senior notes
Redemption of 2028 notes: $400 million
Revolver repayment: $100 million
+3 more
6 metrics
New notes issuance
$500 million 5.875% senior notes
Aggregate principal amount due 2034
Redemption of 2028 notes
$400 million
Principal to be redeemed at par from 4.500% Senior Notes due 2028
Revolver repayment
$100 million
Outstanding amounts under senior secured revolving credit facility
Coupon rate
5.875%
Interest rate on senior notes due 2034
Interest payment dates
June 1 and Dec. 1
Semiannual payments starting Dec. 1, 2026
Hospital count
175 hospitals
Inpatient rehabilitation hospitals in 39 states and Puerto Rico
Key Terms
senior notes, Rule 144A, Regulation S, qualified institutional buyers, +2 more
6 terms
senior notes financial
"a private offering of $500 million in aggregate principal amount of 5.875% senior notes due 2034"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Rule 144A regulatory
"resell the Notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
qualified institutional buyers financial
"offered in the United States only to persons reasonably believed to be qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
senior secured revolving credit facility financial
"to repay $100 million of the outstanding amounts under the Company’s senior secured revolving credit facility"
A senior secured revolving credit facility is a multi‑use bank lending line that a company can draw, repay and redraw as needed, backed by specific assets and ranked first in repayment order if the company defaults. Think of it like a collateralized credit card that gives flexible short‑term cash while lenders hold priority to recover their money; investors watch it because it affects a company’s liquidity, borrowing cost, and who gets paid first in financial distress.
forward-looking statements regulatory
"Statements contained in this press release which are not historical facts ... are forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 14, 2026
(Exact name of Registrant as specified in its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | ||||
(Address of Principal Executive Offices, Including Zip Code)
(205 ) 967-7116
(Registrant’s Telephone Number, Including Area Code)
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 communication 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 the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☐
If an emerging growth company, indicate by check mark if the 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Item 1.01. Entry into a Material Definitive Agreement.
On May 14, 2026, Encompass Health Corporation (the “Company”) and certain of its subsidiaries, as guarantors (the “Guarantors”), entered into a purchase agreement (the “Purchase Agreement”) with Wells Fargo Securities, LLC, as the representative of the initial purchasers (the “Initial Purchasers”), with respect to a private offering (the “Notes Offering”) by the Company of $500,000,000 in aggregate principal amount of 5.875% senior notes due 2034 (the “Notes”), along with the related guarantees of the Notes. The Notes Offering is expected to close on or about May 29, 2026, subject to and in accordance with the terms of the Purchase Agreement.
The Purchase Agreement contains customary representations, warranties and covenants of the Company and the Guarantors, conditions to closing, indemnification obligations of the parties, and termination and other customary provisions. The foregoing description of the Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
The Notes are being offered and sold in a transaction exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). The Initial Purchasers intend to resell the Notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes and related guarantees have not been registered under the Securities Act or the applicable securities laws of any state or other jurisdiction and may not be offered, transferred or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction.
The Initial Purchasers and certain of their respective affiliates have performed, and may in the future perform, various commercial and investment banking and financial advisory services for the Company and its affiliates, for which they have received or may in the future receive customary fees and expenses. The Initial Purchasers and/or certain of their affiliates act as agents and/or lenders under the Company’s revolving credit agreement and receive and are expected to receive customary fees for their services as well as reimbursement for certain expenses.
The Company currently intends to use the net proceeds from the Notes Offering, together with cash on hand, to redeem at par $400 million of the $800 million in principal amount outstanding of the Company’s 4.500% Senior Notes due 2028, to repay $100 million of outstanding amounts under the Company’s revolving credit facility, and to pay certain related fees and expenses.
Item 8.01. Other Events.
On May 14, 2026, the Company issued a press release, made pursuant to Rule 135c promulgated under the Securities Act of 1933, as amended, announcing the pricing of the Notes Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The forward-looking statements contained in this Form 8-K are qualified by the information contained under the heading “Forward-Looking Statements” in the press release attached as Exhibit 99.1 hereto. This Current Report on Form 8-K (and Exhibit 99.1 hereto) shall not constitute an offer to sell or the solicitation of an offer to buy the Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Purchase Agreement, dated as of May 14, 2026, among Encompass Health Corporation, the subsidiary guarantors party thereto and Wells Fargo Securities, LLC, as representative of the initial purchasers named therein.
99.1 Press release of Encompass Health Corporation dated May 14, 2026 with respect to the Notes Offering.
104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENCOMPASS HEALTH CORPORATION | ||||||||
| By: | /S/ Patrick Darby | |||||||
| Name: | Patrick Darby | |||||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||||
Dated: May 15, 2026
Exhibit 99.1
Media contact:
Polly Manuel | 205-970-5912
Media@encompasshealth.com
Investor relations contact:
Mark Miller | 205-970-5860
Mark Miller | 205-970-5860
Mark.Miller@encompasshealth.com
Encompass Health announces pricing of $500 million of senior notes due 2034 in a private offering
BIRMINGHAM, Ala., May 14, 2026 — Encompass Health Corp. (NYSE: EHC) today announced the pricing of a private offering of $500 million in aggregate principal amount of 5.875% senior notes due 2034 (the “Notes”) at a price of 100% of the principal amount thereof. The Company will pay interest on the Notes semiannually in arrears on June 1 and Dec. 1 of each year, beginning on Dec. 1, 2026. The Notes will be jointly and severally guaranteed on a senior unsecured basis by all of its existing and future subsidiaries that guarantee borrowings under the Company’s credit agreement and other capital markets debt. This offering is expected to close on May 29, 2026, subject to customary closing conditions.
The Company intends to use the net proceeds from this offering, together with available cash on hand, to redeem at par $400 million in aggregate principal amount of its outstanding 4.500% Senior Notes due 2028, to repay $100 million of the outstanding amounts under the Company’s senior secured revolving credit facility and to pay certain related fees and expenses in connection with the foregoing.
The Notes have been offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The offer and any sale of the Notes and the related guarantees have not been and will not be registered under the Securities Act or any state securities laws, and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any security and does not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release shall not constitute a notice of redemption with respect to the notes to be redeemed.
About Encompass Health
Encompass Health (NYSE: EHC) is the largest owner and operator of inpatient rehabilitation hospitals in the United States. With a national footprint that includes 175 hospitals in 39 states and Puerto Rico, the Company provides high-quality, compassionate rehabilitative care for patients recovering from a major injury or illness, using advanced technology and innovative treatments to maximize recovery. Encompass Health is recognized as America’s Most Awarded Leader in Inpatient Rehabilitation by Newsweek and Statista and is ranked among Fortune's World’s Most Admired Companies™, Forbes’ America’s Best Companies and Becker’s Healthcare’s Top Places to Work in Healthcare. For more information, visit encompasshealth.com, or follow us on our newsroom, X, Instagram and Facebook.
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Forward-looking statements
Statements contained in this press release which are not historical facts, such as the completion of the private offering of the Notes and the use of proceeds from the offering, are forward-looking statements. In addition, Encompass Health, through its senior management, may from time to time make forward-looking public statements concerning the matters described herein. All such estimates, projections, and forward-looking information speak only as of the date hereof, and Encompass Health undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise. Such forward-looking statements are necessarily estimates based upon current information and involve a number of risks and uncertainties. Actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which could cause actual events or results to differ materially from those estimated by Encompass Health include, but are not limited to, Encompass Health’s ability to complete the offering of the Notes; potential disruptions, breaches, or other incidents affecting the proper operation, availability, or security of Encompass Health’s information systems, including unauthorized access to or theft of patient, business associate, or other sensitive information; changes, delays in (including in connection with resolution of Medicare payment reviews or appeals), or suspension of reimbursement for Encompass Health’s services by governmental or private payors; a significant disruption in the capital markets or economy; and other factors which may be identified from time to time in Encompass Health’s SEC filings and other public announcements, including its Form 10-K for the year ended Dec. 31, 2025 and Form 10-Q for the quarter ended March 31, 2026.
2
FAQ
What did Encompass Health (EHC) announce regarding new senior notes?
Encompass Health announced a private offering of $500 million in 5.875% senior notes due 2034. The notes are priced at 100% of principal, pay interest semiannually, and are guaranteed by certain subsidiaries on a senior unsecured basis.
How will Encompass Health (EHC) use the $500 million notes proceeds?
The company currently intends to use net proceeds and cash on hand to redeem $400 million of its 4.500% Senior Notes due 2028 at par, repay $100 million under its senior secured revolving credit facility, and cover related fees and expenses.
Who can buy Encompass Health’s new senior notes?
In the United States, the notes are being sold only to persons reasonably believed to be qualified institutional buyers under Rule 144A. Outside the U.S., they are offered to non-U.S. persons pursuant to Regulation S under the Securities Act.
What are the key terms of Encompass Health’s 5.875% senior notes?
The notes total $500 million in aggregate principal amount, carry a 5.875% coupon, and mature in 2034. Interest is payable semiannually in arrears on June 1 and December 1, beginning December 1, 2026, subject to closing conditions being satisfied.
How does Encompass Health describe its business in this announcement?
Encompass Health describes itself as the largest owner and operator of inpatient rehabilitation hospitals in the United States, with 175 hospitals in 39 states and Puerto Rico, providing rehabilitative care for patients recovering from major injuries or illnesses.
Are Encompass Health’s new notes registered under the Securities Act?
No. The notes and related guarantees have not been and will not be registered under the Securities Act or state securities laws. They may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.