Select Medical (NYSE: SEM) taken private in $16.50-per-share buyout
Rhea-AI Filing Summary
Select Medical Holdings Corporation has completed its acquisition by a consortium led by Robert A. Ortenzio, Martin F. Jackson and Welsh, Carson, Anderson & Stowe. Each outstanding common share (with specified exceptions) is being converted into $16.50 in cash per share.
The transaction gives the consortium effective control and values Select Medical at approximately $3.9 billion, with around $1.7 billion paid for outstanding common shares. The company’s stock will cease trading and be delisted from the NYSE, and Select Medical will deregister its shares and end SEC reporting.
In connection with closing, Select Medical and Select Medical Corporation entered Amendment No. 12 to their credit agreement, establishing a new $1,000,000,000 incremental term loan. Board membership and the company’s charter and bylaws were also changed to reflect private ownership and new governance.
Positive
- Public stockholders receive an all‑cash consideration of $16.50 per share, described as valuing Select Medical at approximately $3.9 billion and providing immediate liquidity at a stated premium to the prior unaffected trading price.
- The transaction financing includes a committed $1,000,000,000 incremental term loan and equity contributions, which together support completion of the buyout without disclosed disruption to ongoing operations or management continuity.
Negative
- Select Medical’s common stock will cease trading, be delisted from the NYSE and deregistered, eliminating public market liquidity and ongoing SEC reporting access for former public investors.
- The company’s capital structure adds a new $1,000,000,000 incremental term loan, increasing leverage relative to the pre‑transaction credit agreement, which can raise fixed obligations and financial risk, typical of leveraged buyouts.
Insights
Going‑private cash buyout at $16.50 per share, with new $1B term loan financing.
The filing confirms Select Medical’s leveraged buyout by a management‑led consortium including WCAS. Public shareholders receive $16.50 per share in cash, with the press release stating this values the company at about $3.9 billion, and the 8‑K noting roughly $1.7 billion paid for outstanding shares.
Financing includes a new $1,000,000,000 incremental term loan under the amended credit agreement plus equity from the consortium and rollover equity from certain holders. Post‑closing, Select Medical becomes privately held, its NYSE listing will be removed, SEC registration terminated and reporting suspended, so future information will come through private channels rather than public filings.
8-K Event Classification
Key Figures
Key Terms
Merger Consideration financial
incremental term loan financial
Form 25 regulatory
Form 15 regulatory
change of control financial
FAQ
What happened to Select Medical Holdings Corporation (SEM) in this 8-K?
How much is Select Medical valued at in this acquisition?
Will Select Medical (SEM) remain listed on the New York Stock Exchange?
How is the Select Medical acquisition financed according to the filing?
What changes occur to Select Medical’s governance after the merger closes?
Did Select Medical (SEM) stockholders approve the buyout transaction?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
current report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Introductory Note
On June 30, 2026 (the “Closing Date”), Stallion MergerSub Corporation (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Stallion Intermediate Corporation (“Parent”), a Delaware corporation, announced the consummation of the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of March 2, 2026 (the “Merger Agreement”), by and among Select Medical Holdings Corporation (the “Company”), a Delaware corporation, Merger Sub and Parent. On the Closing Date, Merger Sub filed the Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to which, effective as of 12:01 a.m. on July 1, 2026, (the “Effective Time”), Merger Sub merged with an into the Company, with the Company continuing as the surviving company (the “Merger”). As a result of the Merger, the Company became an indirect subsidiary of Parent.
The description of the Merger Agreement and the transactions contemplated by the Merger Agreement (including, without limitation, the Merger) in this Current Report on Form 8-K (this “Current Report”) does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
| Item 1.01 | Entry into a Material Definitive Agreement. |
The information set forth in the Introductory Note of this Current Report is incorporated by reference into this Item 1.01.
On June 30, 2026, the Company and Select Medical Corporation (“SMC”) entered into Amendment No. 12 (the “Select Amendment”) to that certain Credit Agreement, dated as of March 6, 2017, by and among the Company, SMC, the lenders and issuing banks party thereto from time to time and JPMorgan Chase Bank, N.A., 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 as of December 10, 2019, Amendment No. 5, dated as of June 2, 2021, Amendment No. 6, dated as of February 21, 2023, Amendment No. 7, dated as of May 31, 2023, Amendment No. 8, dated as of July 31, 2023, Amendment No. 9, dated as of August 31, 2023, Amendment No. 10, dated as of July 26, 2024, Amendment No. 11, dated as of December 3, 2024 and the Select Amendment, the “Select Credit Agreement”). Among other things, the Select Amendment (i) established a new incremental term loan under the Select Credit Agreement in the aggregate principal amount of $1,000,000,000 and (ii) made certain other amendments to the Select Credit Agreement.
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 2.01. | Completion of Acquisition or Disposition of Assets. |
The information set forth under the Introductory Note of this Current Report is incorporated by reference into this Item 2.01.
At the Effective Time, each share of common stock, par value $0.001 per share, of the Company (the “Company Shares”) issued and outstanding immediately prior to the Effective Time, other than the Rollover Shares, Company Restricted Shares, Excluded Shares (each, as defined in the Merger Agreement) and Company Shares for which appraisal rights were demanded properly in accordance with Section 262 of the General Corporation Law of the State of Delaware, ceased to exist and was automatically converted into the right to receive cash in an amount equal to $16.50 per Company Share, without interest thereon (the “Merger Consideration”).
At the Effective Time, each Company Restricted Share outstanding immediately prior to the Effective Time, other than Company Restricted Shares that are Rollover Shares, vested in full as of immediately prior to the Effective Time and ceased to exist and was automatically converted into the right to receive cash in an amount equal to the Merger Consideration, less any applicable tax withholdings. Such amount will be paid to the applicable holder no later than the first payroll date that occurs more than four business days following the Effective Time.
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At the Effective Time, each Excluded Share was automatically cancelled without any consideration paid therefor and ceased to exist. Prior to the Effective Time, the Rollover Shares were contributed, directly or indirectly, to Parent pursuant to the terms of the applicable Rollover Agreement (as amended and as defined in the Merger Agreement) and as of the Effective Time were automatically cancelled without payment of any consideration therefor and ceased to exist.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement of a Registrant. |
The disclosures above under Item 1.01 of this Current Report are also responsive to Item 2.03 of this Current Report and are hereby incorporated by reference into this Item 2.03.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information set forth in the Introductory Note and under Item 2.01 of this Current Report is incorporated by reference into this Item 3.01.
On June 30, 2026, in connection with the completion of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) that the Merger had been completed and requested that the NYSE suspend trading of the Company Shares on the NYSE prior to the opening of trading on July 1, 2026. The Company has requested that the NYSE file a notification of removal from listing on Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) with respect to the Company Shares in order to effect the delisting of such shares from the NYSE. Such delisting will result in the deregistration of the Company Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file a Form 15 requesting the deregistration of the Company Shares under Section 12(g) of the Exchange Act, which will suspend the Company’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act with respect to the Company Shares as promptly as practicable.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report is incorporated by reference into this Item 3.03.
In connection with the completion of the Merger, at the Effective Time, each Company Share issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01) was automatically cancelled and converted into the right to receive the Merger Consideration as set forth under Item 2.01, and holders of such Company Shares ceased to have any rights as stockholders of the Company, except as provided in the Merger Agreement or by applicable law.
| Item 5.01 | Changes in Control of Registrant. |
The information set forth in the Introductory Note and under Items 2.01, 3.01, 3.03 and 5.03 of this Current Report is incorporated by reference into this Item 5.01.
As a result of the consummation of the Merger, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent and certain Rollover Holders (as defined in the Merger Agreement) that retained Company Restricted Shares in the surviving company. In connection with the Merger, the aggregate purchase price paid for all outstanding Company Shares (except as described in Item 2.01 of this Current Report) was approximately $1.7 billion. The funds used to complete the Merger and the transactions contemplated thereby were provided by equity contributions from funds managed by affiliates of Welsh, Carson, Anderson & Stowe, the Rollover (as defined in the Merger Agreement) by certain Rollover Holders and third-party debt financing.
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| Item 5.02 | Departure of Directors or Certain Officers. |
The information set forth in the Introductory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 5.02.
In connection with the completion of the Merger, at the Effective Time, each of William H. Frist, Daniel J. Thomas, Katherine R. Davisson, Parvinderjit S. Khanuja, James S. Ely III, Thomas A. Scully and Marilyn B. Tavenner ceased to be directors of the Company. These departures were in connection with the closing of the Merger and not due to any disagreement with the Company on any matter.
In connection with the Merger, Russell L. Carson, David S. Chernow and Robert A. Ortenzio serve as the directors of the Company, as of the Effective Time.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Pursuant to the terms of the Merger Agreement, at the Effective Time, the amended and restated certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 to this Current Report, which is incorporated herein by reference.
In addition, at the Effective Time, the amended and restated bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 to this Current Report, which are incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On June 30, 2026, the Company issued a press release announcing the completion of the Merger. A copy of this press release is attached as Exhibit 99.1 and is incorporated herein by reference.
The information included under this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing of the registrant under the Securities Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description of Exhibit |
| 2.1* | Agreement and Plan of Merger, dated as of March 2, 2026, by and among Select Medical Holdings Corporation, Parent and Merger Sub (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 3, 2026). |
| 3.1 | Amended and Restated Certificate of Incorporation of the Company. |
| 3.2 | Amended and Restated Bylaws of the Company. |
| 10.1 | Amendment No. 12, dated June 30, 2026, to the Credit Agreement, dated as of 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, Amendment No. 4, dated as of December 10, 2019, Amendment No. 5, dated as of June 2, 2021, Amendment No. 6, dated as of February 21, 2023, Amendment No. 7, dated as of May 31, 2023, Amendment No. 8, dated as of July 31, 2023, Amendment No. 9, dated as of August 31, 2023, Amendment No. 10, dated as of July 26, 2024 and Amendment No. 11, dated as of December 3, 2024. |
| 99.1 | Press Release of Select Medical Holdings Corporation issued on June 30, 2026. |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
| * | Exhibits and schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished supplementally to the SEC upon request. |
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SIGNATURE
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, thereunto duly authorized.
| SELECT MEDICAL HOLDINGS CORPORATION | ||
| Date: July 1, 2026 | By: | /s/ John F. Duggan |
| John F. Duggan | ||
| Executive Vice President, General Counsel and Secretary | ||
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Exhibit 99.1
 |  |
| FOR IMMEDIATE RELEASE | 4714 Gettysburg Road Mechanicsburg, PA 17055
NYSE Symbol: SEM |
Select Medical Holdings Corporation Acquired by Consortium Led by Robert A. Ortenzio, Martin F. Jackson, and WCAS
MECHANICSBURG, PENNSYLVANIA, June 30, 2026 -- 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 Company filed a Certificate of Merger, pursuant to which the acquisition will become effective as of July 1, 2026 at 12:01 am. 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.
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.
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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
SOURCE: Select Medical Holdings Corporation
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