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): March 19, 2007
SELECT MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
Incorporation)
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000-32499
(Commission File
Number)
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23-2872718
(I.R.S. Employer
Identification No.) |
4716 Old 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)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On March 19, 2007, Select Medical Corporation (“Select”) and Select’s parent corporation,
Select Medical Holdings Corporation (“Holdings”) entered into an Amendment No. 2 and Waiver to
Select’s senior secured credit facility (“Amendment No. 2”) with a group of lenders and JPMorgan
Chase Bank, N.A. as administrative agent. Amendment No. 2 increases the general exception to the
prohibition on asset sales under the senior secured credit facility from $100.0 million to $200.0
million, relaxes certain financial covenants starting March 31, 2007 and waives Select’s
requirement to prepay certain term loan borrowings following its fiscal year ended December 31,
2006.
The foregoing description of Amendment No. 2 does not purport to be complete and is qualified
in its entirety by reference to Amendment No. 2. A copy of Amendment No. 2 is attached to this
report as Exhibit 10.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit |
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Description |
10.1
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Amendment No. 2 and Waiver, dated as of March 19, 2007, to
Credit Agreement, dated as of February 24, 2005, among
Select Medical Holdings Corporation, Select Medical
Corporation, as Borrower, the Lenders party thereto,
JPMorgan Chase Bank, N.A., as Administrative Agent and
Collateral Agent, Wachovia Bank, National Association, as
Syndication Agent and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and CIBC Inc., as Co-Documentation Agents. |
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.
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SELECT MEDICAL CORPORATION
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| Date: March 23, 2007 |
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/s/ Michael E. Tarvin
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Michael E. Tarvin |
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Executive Vice President, General Counsel and
Secretary |
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