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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): November 19, 2024
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 the 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 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. ¨
On November 19, 2024, Select Medical Holdings
Corporation (the “Company”) issued a press release announcing that it had determined the final distribution ratio relating
to its previously announced distribution (the “Distribution”) of 104,093,503 shares of common stock of Concentra Group Holdings
Parent, Inc. (“Concentra”) owned by the Company. The Distribution is expected to be made as of 5:00 p.m., New York City time,
on November 25, 2024 to the Company’s stockholders as of the close of business on November 18, 2024 (the “Record Date”).
After the completion of the Distribution, the Company will no longer own any shares of Concentra’s common stock. A copy of the press
release announcing the final distribution ratio is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The Distribution will take place in the form of
a pro rata common stock distribution to each of the Company’s stockholder on the Record Date. As of the Record Date, the
Company had 128,992,850 shares of common stock outstanding. Accordingly, based on such number, the Company’s stockholders will receive
0.806971 shares of Concentra’s common stock for every share of the Company’s common stock held as of the Record Date. The
final distribution ratio was calculated by dividing the 104,093,503 shares of Concentra’s common stock to be distributed by the
number of shares of the Company’s common stock currently outstanding as of the Record Date. No fractional shares of Concentra’s
common stock will be distributed. Instead, the Company’s stockholders will receive cash in lieu of any fraction of a share of Concentra’s
common stock that they otherwise would have received.
In connection with the Distribution, on November
19, 2024, the Company made available an information statement (the “Information Statement”) to its stockholders as of the
Record Date. The Information Statement contains a description of Concentra, the terms of the Distribution and certain U.S. federal income
tax consequences of the Distribution. The Information Statement is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Safe Harbor Statement
This Current Report on
Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Numerous factors, including those related to market conditions and those detailed from time-to-time in the Company’s filings
with the Securities and Exchange Commission, may cause results to differ materially from those anticipated in the forward-looking
statements. Many of the factors that will determine the Company’s future results are beyond the ability of the Company to
control or predict. These statements are subject to risks and uncertainties and, therefore, actual results may differ materially.
Readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to revise or update
any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future
events or otherwise.
| Item 9.01 | Financial
Statements and Exhibits. |
| | |
| | (d) Exhibits |
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 hereunto duly authorized.
| |
SELECT MEDICAL HOLDINGS CORPORATION |
| |
|
| Date: November 19, 2024 |
By: |
/s/ Michael E. Tarvin |
| |
|
Michael E. Tarvin |
| |
|
Senior Executive Vice President, General Counsel
and Secretary |
Exhibit 99.1
FOR IMMEDIATE RELEASE |
4714
Gettysburg Road
Mechanicsburg,
PA 17055
NYSE
Symbol: SEM
|
Select
Medical Holdings Corporation Announces
Distribution
Ratio for Special Stock Distribution to Stockholders
MECHANICSBURG,
PENNSYLVANIA — November 19, 2024 — Select Medical Holdings Corporation (“Select Medical,” “we,” “us,”
or “our”) (NYSE: SEM) today announced the distribution ratio for the previously announced special stock distribution (the
“Distribution”) to its stockholders of its equity interest in Concentra Group Holdings Parent, Inc. (“Concentra”)
(NYSE: CON). Based on the shares of Select Medical’s common stock outstanding as of November 18, 2024, the record date (the “Record
Date”) for the Distribution, Select Medical’s stockholders will receive 0.806971 shares of Concentra’s common stock
for every share of Select Medical’s common stock held as of the close of business on the Record Date.
The
Distribution by Select Medical of the special stock distribution will be made on November 25, 2024 (the “Distribution Date”)
in the form of a pro rata common stock distribution to all of Select Medical’s stockholders of record on the Record Date.
No fractional shares of Concentra’s common stock will be distributed. Instead, Select Medical’s stockholders will receive
cash in lieu of any fraction of a share of Concentra’s common stock that they otherwise would have received. The Distribution is
generally intended to qualify as tax free to Select Medical’s stockholders for U.S. federal income tax purposes.
J.P.
Morgan and Goldman Sachs are acting as financial advisors to Select Medical in connection with the Distribution. Dechert LLP is acting
as legal advisor to Select Medical in connection with the Distribution.
Information
Regarding the Distribution
No
vote or action is required by Select Medical’s stockholders in order to receive the Distribution of shares of Concentra’s
common stock.
Select
Medical’s stockholders of record on the Record Date will receive account statements reflecting their ownership interest in shares
of Concentra’s common stock. Concentra’s common stock issued in the Distribution will be in book-entry form, and no physical
share certificates of Concentra will be issued. Select Medical’s stockholders who hold their shares through brokers or other nominees
will have their shares of Concentra’s common stock credited to their accounts by their nominees or brokers. Select Medical’s
stockholders will not be required to pay cash or other consideration for the shares of Concentra’s common stock to be distributed
to them, or surrender or exchange their shares of Select Medical’s common stock to receive the Distribution. For additional information,
registered stockholders in the United States and Canada should contact Select Medical’s transfer agent, Computershare Trust Company,
N.A. at 1-800-736-3001. Stockholders from outside the United States may call 1-781-575-3100. Stockholders who hold their shares through
brokers or other nominees should contact their brokers or other nominees directly.
An
information statement describing the Distribution is being made available to Select Medical’s stockholders. The information statement
will include details on the Distribution and also will be posted under the Investor Relations tab on Select Medical’s website at
https://www.selectmedical.com/investor-relations/.
About Select
Medical
Select
Medical is one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, outpatient rehabilitation clinics,
and occupational health centers 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, the outpatient rehabilitation segment, and the Concentra
segment. As of September 30, 2024, Select Medical operated 106 critical illness recovery hospitals in 29 states, 34 rehabilitation
hospitals in 13 states, 1,925 outpatient rehabilitation clinics in 39 states and the District of Columbia, and 549 occupational health
centers in 41 states. At September 30, 2024, Select Medical had operations in 46 states and the District of Columbia. Information
about Select Medical is available at www.selectmedical.com.
*****
This
press release may contain forward-looking statements based on current management expectations. Numerous factors, including those related
to market conditions and those detailed from time-to-time in Select Medical’s filings with the Securities and Exchange Commission,
may cause results to differ materially from those anticipated in the forward-looking statements. Many of the factors that will determine
Select Medical’s future results are beyond the ability of Select Medical to control or predict. These statements are subject to
risks and uncertainties and, therefore, actual results may differ materially. Readers should not place undue reliance on forward-looking
statements, which reflect management’s views only as of the date hereof. Select Medical undertakes no obligation to revise or update
any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events
or otherwise.
Investor
inquiries:
Joel
T. Veit
Senior
Vice President and Treasurer
717-972-1100
ir@selectmedical.com
SOURCE: Select
Medical Holdings Corporation
Exhibit 99.2
FINAL VERSION
Select Medical Holdings Corporation
4714 Gettysburg Road, P.O. Box 2034
Mechanicsburg, PA 17055
November 19, 2024
Dear Select Medical Stockholder:
On November 6, 2024, the board
of directors of Select Medical Holdings Corporation (“Select Medical” or the “Company”), authorized a special
stock distribution to its stockholders of 104,093,503 shares of common stock, par value $0.01 per share, of Concentra Group Holdings Parent,
Inc. (“Concentra”), and represent approximately 81.7% of the outstanding shares of Concentra common stock. The shares of Concentra
stock that will be distributed were held by Select Medical Corporation (“SMC”), a wholly-owned subsidiary of the Company,
and will be distributed by SMC to the Company immediately prior to the special stock distribution to the stockholders of Select Medical.
Following this special stock distribution, which we refer to as the distribution, we will no longer hold any shares of Concentra common
stock.
The distribution will be made
as of 5:00 p.m., New York City time, on November 25, 2024 (the “Distribution Date”), by means of a pro rata distribution
to all Select Medical stockholders of record on November 18, 2024 (the “Record Date”). As of the Record Date, there were 128,992,850
shares of common stock, par value $0.001 per share, of Select Medical outstanding. Accordingly, Select Medical stockholders will receive
0.806971 shares of Concentra common stock for every one share of Select Medical common stock held as of the Record Date. No fractional
shares of Concentra common stock will be received by Select Medical stockholders. Instead, Select Medical stockholders will receive a
cash payment in lieu of any fraction of a share of Concentra common stock that they otherwise would have received, pursuant to the procedures
described below.
If you sell your shares of
Select Medical common stock prior to or on the Distribution Date, you also may be selling your right to receive the special stock distribution
of shares of Concentra common stock. You are encouraged to consult your financial advisor regarding the specific implications of selling
Select Medical common stock prior to or on the Distribution Date.
Following the distribution,
shares of Select Medical common stock will continue to trade on the New York Stock Exchange under the symbol “SEM,” and shares
of Concentra common stock will continue to trade on the New York Stock Exchange under the symbol “CON.” You do not need to
take any action to receive your shares of Concentra common stock. Further, you do not need to pay any consideration for the shares of
Concentra common stock that will be distributed to you or surrender or exchange your shares of Select Medical common stock to receive
the distribution of shares of Concentra common stock. The distribution will not affect the number of shares of Select Medical common stock
that you hold.
The attached information statement
provides you with important information concerning the distribution, including (1) the material U.S. federal income tax consequences of
the distribution, (2) how we determined the number of shares of Concentra common stock that you will receive, (3) how fractional shares
will be treated, (4) a brief description of the background and business of Concentra and (5) how you can obtain additional information
about these matters.
On behalf of our board of
directors, thank you for your continued interest in Select Medical.
Sincerely,
Michael E. Tarvin
Senior Executive Vice President, General Counsel and Secretary
SELECT MEDICAL HOLDINGS CORPORATION
4714 GETTYSBURG ROAD, P.O. BOX 2034
MECHANICSBURG, PA 17055
INFORMATION STATEMENT
Spin-off of Concentra Group Holdings Parent, Inc. by Select Medical Holdings
Corporation through the Distribution of
Concentra Group Holdings Parent, Inc. Common Stock
On July 26, 2024, Concentra
Group Holdings Parent, Inc. (“Concentra”) completed the initial public offering (“IPO”) of 22,500,000 shares of
Concentra common stock (which we refer to as “Concentra common stock”). On August 27, 2024, an additional 750,000 shares of
Concentra’s common stock were issued upon the partial exercise of the underwriters’ overallotment option. . Prior to the IPO,
Select Medical Corporation (“SMC”), a wholly-owned subsidiary of Select Medical Holdings Corporation (which we refer to as
“Select Medical”, and the terms “we” and “our” refer to Select Medical and its subsidiaries) owned
100% of Concentra’s outstanding common stock. Immediately following the IPO and the partial exercise of the underwriters’
overallotment option, SMC owned 104,093,503 shares of Concentra common stock, or approximately 81.7% of Concentra’s outstanding
common stock. On November 6, 2024, we announced that our board of directors authorized a special stock distribution to Select Medical
stockholders of the 104,093,503 shares of Concentra common stock. Immediately prior to the special stock distribution, SMC will distribute
104,093,503 shares of Concentra common stock to us which we will then immediately further distribute to our stockholders.
We are sending you this information
statement in connection with the distribution. In the distribution, which will be done on a pro rata basis through a special stock
distribution, holders of shares of common stock, par value $0.001 per share, of Select Medical (which we refer to as “Select Medical
common stock”), including unvested shares of Select Medical common stock issued pursuant to the Select Medical Holdings Corporation
2020 Equity Incentive Plan, will receive 0.806971 shares of Concentra common stock for each outstanding share of Select Medical common
stock that they own as of 5:00 p.m., New York City time, on November 18, 2024 (the “Record Date”). The distribution will be
made as of 5:00 p.m., New York City time, on November 25, 2024 (the “Distribution Date”). Following the distribution, Select
Medical will no longer own any shares of Concentra.
If you sell your shares of
Select Medical common stock prior to or on the Distribution Date, you also may be selling your right to receive the special stock distribution
of shares of Concentra common stock. You are encouraged to consult your financial advisor regarding the specific implications of selling
Select Medical common stock prior to or on the Distribution Date.
The distribution is intended
to be generally tax free to our stockholders for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Consequences”
below. You are urged to consult your own tax advisor to determine the particular tax consequences of the distribution to you in your specific
circumstances, including the applicability and effect of any federal, state, local and foreign tax laws.
No vote of Select Medical
stockholders is required in connection with the distribution. Therefore, you are not required to take any action. We are sending you this
information statement, which contains information about the terms of the distribution and Concentra, for your information only. Select
Medical stockholders of record on the Record Date will receive account statements reflecting their ownership interest in shares of Concentra
common stock. The Concentra common stock issued in the distribution will only be in book-entry form. Select Medical stockholders who hold
their shares through brokers or other nominees will have their shares of Concentra common stock credited to their accounts by their nominees
or brokers. For additional information, registered stockholders in the United States and Canada should contact Select Medical’s
transfer agent, Computershare Trust Company, N.A. at 1-800-736-3001. Stockholders from outside the United States may call 1-781-575-3100.
Neither the U.S. Securities
and Exchange Commission nor any state securities regulators, nor any foreign securities regulatory authority, has approved or disapproved
of the shares of Concentra common stock to be issued to you pursuant to this distribution or determined if this information statement
is accurate or adequate. Any representation to the contrary is a criminal offense.
The date of this information
statement is November 19, 2024.
QUESTIONS AND ANSWERS REGARDING THE DISTRIBUTION
OF CONCENTRA GROUP HOLDINGS PARENT, INC. COMMON STOCK
| 1. | I own shares of Select Medical common stock. What will I receive as a result of the distribution?
Select Medical will distribute 0.806971 shares of Concentra common stock for each share of Select Medical common stock outstanding as
of the Record Date for the distribution. The final distribution ratio was calculated by dividing the 104,093,503 shares of Concentra common
stock to be distributed by the number of shares of Select Medical common stock outstanding on the Record Date. You will receive a cash
payment for the value of any fractional share which you are entitled to receive, pursuant to the procedures described below. |
| 2. | What is the Record Date for the distribution, and when will the distribution occur? The Record
Date is November 18, 2024, and ownership of shares of Select Medical common stock on the Record Date is determined as of 5:00 p.m., New
York City time, on that date. Shares of Concentra common stock will be distributed as of 5:00 p.m., New York City time, on November 25,
2024. We refer to this date as the Distribution Date. |
| 3. | What do I have to do to participate in the distribution? No action is required by Select Medical
stockholders to receive their shares of Concentra common stock. The distribution will be made on the Distribution Date on the basis of
0.806971 shares of Concentra common stock for each share of Select Medical common stock held as of 5:00 p.m., New York City time, on the
Record Date, subject to a cash payment in lieu of any fractional shares, pursuant to the procedures described below. You may also participate
in the distribution if you purchase shares of Select Medical common stock in the “regular way” market following the Record
Date as described in question 4 below. |
| 4. | If I sell my shares of Select Medical common stock before the Distribution Date, will I still be entitled
to receive shares of Concentra common stock in the distribution? Beginning on the Record Date, and continuing through the close of
trading on the Distribution Date, the following markets will exist in shares of Select Medical common stock and Concentra common stock: |
| · | Select Medical common stock “regular way” market (NYSE: SEM): Shares of Select Medical
common stock that trade in the “regular way” market will trade with “due bills,” which are entitlements to shares
of Concentra common stock to be distributed in the distribution. Any holders of shares of Select Medical common stock who sell Select
Medical shares outstanding as of the Record Date the “regular way” prior to or on the Distribution Date will also be selling
their right to receive the shares of Concentra common stock that were to be distributed to them in respect of those shares of Select Medical
common stock. |
| · | Select Medical common stock “ex-distribution/when-issued” market (NYSE: SEM WI): Shares
of Select Medical common stock that trade in the “ex-distribution/when-issued” market will trade without an entitlement to
shares of Concentra common stock to be distributed in the distribution. If you own shares of Select Medical common stock on the Record
Date and sell those shares of Select Medical common stock in the “ex-distribution/when-issued” market prior to or on the Distribution
Date, you will still receive the shares of Concentra common stock that were to be distributed to you in respect of those shares of Select
Medical common stock. |
| · | Concentra common stock “regular way” market (NYSE: CON): The “regular way”
market is the same market for Concentra common stock that has been in existence since Concentra completed its initial public offering
of its common stock in July 2024. |
| · | Concentra common stock “when-issued” market (NYSE: CON WI): The “when-issued”
market for Concentra common stock relates to the shares of Concentra common stock that will be distributed to Select Medical stockholders
in the distribution. Therefore, if you are entitled to receive shares of Concentra common stock in the distribution, you may trade your
entitlement to such shares of Concentra common stock, without the corresponding shares of Select Medical common stock you own, in the
Concentra common stock “when-issued” market. |
All trades in the “regular
way” markets will settle on the trading day after the trade date. The “due bills” will settle on the trading day after
the Distribution Date. All trades in the “ex-distribution/when-issued” market and “when-issued” markets will settle
on the second trading day after the Distribution Date, irrespective of the trade date.
You are encouraged to consult
with your financial advisor regarding the specific implications of trading shares of Select Medical common stock or Concentra common stock
prior to or on the Distribution Date.
| 5. | How will the distribution affect the number of shares of Select Medical common stock I currently hold?
The number of shares of Select Medical common stock you hold will not be changed as a result of the distribution. While the number of
shares of Select Medical common stock you hold will not change as a result of the distribution, the market value of Select Medical common
stock will likely adjust to reflect Select Medical’s disposition of Concentra common stock. |
| 6. | What are the material U.S. federal income tax consequences of the distribution to Select Medical stockholders?
The distribution is intended to be generally tax free to our stockholders for U.S. federal income tax purposes. Select Medical has obtained
a private letter ruling from the U.S. Internal Revenue Service with respect to the distribution. Select Medical also expects to receive
a written opinion from each of Dechert LLP and KPMG LLP that the distribution will qualify as a distribution governed by Section 355(a)
of the Internal Revenue Code, as amended, which we refer to as the Code, and no gain or loss will be recognized by the stockholders of
Select Medical upon their receipt of Concentra common stock in the distribution. Based on the receipt and accuracy of such private letter
ruling and opinions and the accuracy of the representation relied upon by each, except with respect to (i) any cash received in lieu of
any fractional shares pursuant to the procedures described below and (ii) any Concentra common stock received with respect to Select Medical
restricted stock, generally no gain or loss will be recognized by a U.S. holder of shares of Select Medical common stock, and no amount
will be included in such U.S. holder’s income, upon the receipt of Concentra common stock in the distribution for U.S. federal income
tax purposes. U.S. holders of shares of Select Medical common stock will, however, recognize gain or loss for U.S. federal income tax
purposes with respect to any cash received in lieu of a fractional share of Concentra common stock in the distribution. Select Medical
will provide its stockholders with information intended to enable them to compute their tax basis in both Select Medical common stock
and Concentra common stock. This information will be posted under the investor relations tab on Select Medical’s website at www.selectmedical.com
and Concentra’s website at www.concentra.com. You should consult your own tax advisor as to the particular consequences
of the distribution to you, including the applicability and effect of any U.S. federal, state and local tax laws, as well as any foreign
tax laws. See “Material U.S. Federal Income Tax Consequences” below for more information. |
| 7. | When will I receive my shares of Concentra common stock? Will I receive a stock certificate for shares
of Concentra common stock distributed as a result of the distribution? Registered holders of shares of Select Medical common stock
who are entitled to receive the distribution will receive a book-entry account statement reflecting their ownership of shares of Concentra
common stock as of the effective time of the distribution. You will not receive stock certificates reflecting your shares of Concentra
common stock. For additional information, registered stockholders in the United States and Canada should contact Select Medical’s
transfer agent, Computershare Trust Company, N.A., at 1-800-736-3001. Stockholders from outside the United States may call 1-781-575-3100. |
| 8. | What if I hold my shares of Select Medical common stock through a broker, bank or other nominee?
Select Medical stockholders who hold their shares of Select Medical common stock through a broker, bank or other nominee will have their
brokerage account credited with shares of Concentra common stock. For additional information, those stockholders should contact their
broker, bank or other nominee directly. Questions regarding the distribution can also be directed to our transfer agent, Computershare
Trust Company, N.A., at 1-800-736-3001, or for stockholders from outside the United States, at 1-781-575-3100. |
| 9. | How will the distribution affect my outstanding Select Medical equity awards? Select Medical has
outstanding equity awards relating to its common stock in the form of shares of restricted stock granted under the Select Medical Holdings
Corporation 2020 Equity Incentive Plan. Outstanding awards of Select Medical restricted stock held by Select Medical employees will continue
to vest in accordance with the terms of such awards in effect on the Record Date based on their respective holders’ continued service
with Select Medical. Notwithstanding the foregoing, Select Medical employees holding any such outstanding shares of Select Medical restricted
stock on the Record Date, will also be entitled to receive 0.806971 shares of Concentra common stock for each share of Select Medical
common stock subject to the award, free and clear of any restrictions applicable to the underlying shares of Select Medical restricted
stock, except that, in lieu of any fractional shares, cash shall be payable as described above. |
| 10. | Will Select Medical and Concentra enter into any agreements in connection with the distribution?
Select Medical and Concentra do not intend to enter into any additional agreements in connection with the distribution. In connection
with the IPO of Concentra common stock completed on July 26, 2024, Select Medical and Concentra entered into certain agreements governing
the separation of the businesses and various interim arrangements, which include the (i) separation agreement, (ii) transition services
agreement, (iii) tax matters agreement and (iv) Employee Matters Agreement, copies of which were filed as exhibits to Concentra’s
and Select Medical’s respective Current Reports on Form 8-K on August 1, 2024. |
INFORMATION ABOUT THE DISTRIBUTION
The Distribution
On November 6, 2024, our board
of directors approved the distribution of our interest in Concentra common stock to our stockholders. To effect the distribution, our
board of directors declared a special stock distribution on shares of our common stock consisting of 104,093,503 shares of Concentra common
stock owned by us; all of such shares will be received from SMC as an internal distribution that will take place immediately prior to
the special stock distribution. On the Distribution Date, we will distribute, on a pro rata basis, all of the shares of Concentra
common stock that we own to our stockholders. These shares represent approximately 81.7% of Concentra’s outstanding common stock
as of the Record Date. As a result of the distribution, we will no longer hold any shares of Concentra common stock.
On the Distribution Date,
holders of shares of Select Medical common stock will be entitled to receive 0.806971 shares of Concentra common stock on each outstanding
share of Select Medical common stock they own as of the Record Date for the distribution, subject to a cash payment in lieu of any fractional
shares pursuant to the procedures described below.
You will not be required to
pay any cash or other consideration for the shares of Concentra common stock that will be distributed to you or to surrender or exchange
your shares of Select Medical common stock to receive the distribution of shares of Concentra common stock. The distribution will not
affect the number of shares of Select Medical common stock that you hold.
Distribution Subject to Select Medical’s
Sole Discretion
The distribution is subject
to applicable law and we, in our sole and absolute discretion, can determine (i) whether and when to proceed with all or part of the distribution
and (ii) all terms of the distribution including the form, structure and terms of any transaction(s) or offering(s) to effect the distribution
and the timing of and conditions to the consummation of the distribution. In addition, we may, subject to applicable law, at any time
and from time to time until the completion of the distribution abandon, modify or change any or all of the terms of the distribution,
including by accelerating or delaying the timing of the consummation of all or part of the distribution.
Purpose of the Distribution
We believe that the separation
of Concentra and Select Medical and the distribution will provide significant benefits, such significant benefits include:
| · | Enabling each business the ability to pursue individualized growth and suitable capital allocation strategies
with its own dedicated management team, allowing each company to pursue more effectively its own distinct operating priorities and strategies; |
| · | Enabling the investment community to value each business independently, enabling each business to cultivate
a shareholder base that is more supportive of its business strategy, potentially leading to a more valuable stock; |
| · | The proceeds received from the financing transactions entered into in anticipation of the distribution
provide meaningful benefits to both Select Medical and Concentra by enabling each company to borrow on improved financial terms and have
less leverage than they would have had in the absence of the separation; |
| · | Providing each company with a unique and more efficiently valued equity currency to fund acquisitions
and other capital needs; and |
| · | Providing each company with a more effective tool for employee compensation. |
The Number of Shares You Will Receive
For each share of Select Medical
common stock for which you are the holder of record as of 5:00 p.m., New York City time, on the Record Date, you will receive that number
of shares of Concentra common stock equal to the quotient obtained by dividing the 104,093,503 shares of Concentra common stock to be
distributed in the distribution by the total number of shares of Select Medical common stock outstanding as of 5:00 p.m., New York City
time, on the Record Date. Based on the number of shares of Select Medical common stock outstanding at such time, you will receive 0.806971
shares of Concentra common stock for each share of Select Medical common stock for which you were the holder of record as of 5:00 p.m.,
New York City time, on the Record Date, subject to a cash payment in lieu of any fractional shares pursuant to the procedures described
below. The distributed shares of Concentra common stock will be fully paid and non-assessable and have no preemptive rights.
Trading Prior to or on the Distribution Date
Beginning on November 18,
2024, the Record Date, and continuing through the close of trading on the Distribution Date, the following markets will exist in shares
of Select Medical and Concentra common stock:
| · | Select Medical common stock “regular way” market (NYSE: SEM): Shares of Select Medical
common stock that trade in the “regular way” market will trade with “due bills,” which are entitlements to shares
of Concentra common stock to be distributed in the distribution. Any holders of shares of Select Medical common stock who sell Select
Medical shares outstanding as of the Record Date the “regular way” prior to or on the Distribution Date will also be selling
their right to receive the shares of Concentra common stock that were to be distributed to them in respect of those shares of Select Medical
common stock. |
| · | Select Medical common stock “ex-distribution/when-issued” market (NYSE: SEM WI): Shares
of Select Medical common stock that trade in the “ex-distribution/when-issued” market will trade without an entitlement to
shares of Concentra common stock to be distributed in the distribution. If you own shares of Select Medical common stock on the Record
Date and sell those shares of Select Medical common stock in the “ex-distribution/when-issued” market prior to or on the Distribution
Date, you will still receive the shares of Concentra common stock that were to be distributed to you in respect of those shares of Select
Medical common stock. |
| · | Concentra common stock “regular way” market (NYSE: CON): The “regular way”
market is the same market for Select Medical common stock that has been in existence since Select Medical completed its initial public
offering of its common stock in July 2024. |
| · | Concentra common stock “when-issued” market (NYSE: CON WI): The “when-issued”
market for Concentra common stock relates to the shares of Concentra common stock that will be distributed to Select Medical stockholders
in the distribution. Therefore, if you are entitled to receive shares of Concentra common stock in the distribution, you may trade your
entitlement to such shares of Concentra common stock, without the corresponding shares of Select Medical common stock you own, in the
Concentra common stock “when-issued” market. |
All trades in the “regular
way” markets will settle on the trading day after the trade date. The “due bills” will settle on the trading day after
the Distribution Date. All trades in the “ex-distribution/when-issued” market and “when-issued” markets will settle
on the second trading day after the Distribution Date, irrespective of the trade date.
Concentra common stock currently
trades on the NYSE under the symbol “CON.”
You are encouraged to consult
with your financial advisors regarding the specific implications of trading Select Medical common stock and Concentra common stock prior
to or on the Distribution Date.
Transferability of Shares You Receive
The shares of Concentra common
stock distributed to Select Medical stockholders will be freely transferable, except for shares received by persons who may be deemed
to be “affiliates” of Concentra under the U.S. Securities Act of 1933, as amended, which we refer to as the Securities Act.
Persons who may be deemed to be affiliates after the distribution generally include individuals or entities that control, are controlled
by, or are under common control with, Concentra, and include its directors, certain of its officers, and significant stockholders. Concentra
affiliates will be permitted to sell their shares of Concentra common stock only pursuant to an effective registration statement under
the Securities Act or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by the provisions
of Rule 144 thereunder.
When and How You Will Receive the Distribution
of the Special Stock Distribution
Select Medical will pay the
special stock distribution on the Distribution Date by releasing Select Medical’s shares of Concentra common stock for distribution
by Computershare Trust Company, N.A., our distribution agent. The distribution agent will cause the shares of Concentra common stock to
which you are entitled to be registered in your name or in the “street name” of your bank or brokerage firm.
Registered Holders.
If you are the registered holder of shares of Select Medical common stock and hold your shares in book-entry form, the shares of Concentra
common stock distributed to you will be registered in your name and you will become the holder of record of that number of shares of Concentra
common stock.
“Street
Name” Holders. Many Select Medical stockholders have shares of Select Medical common stock held in an account with a bank or
brokerage firm. If this applies to you, that bank or brokerage firm (or its nominee) is the registered holder that holds the shares on
your behalf. For stockholders who hold their shares of Select Medical common stock in an account with a bank or brokerage firm, the shares
of Concentra common stock being distributed will be registered in the “street name” of your bank or broker, who in turn will
electronically credit your account with the shares of Concentra common stock that you are entitled to receive in the distribution. We
anticipate that this will take three to eight business days after the Distribution Date. We encourage you to contact your bank or broker
if you have any questions regarding the mechanics of having your shares of Concentra common stock credited to your account.
Fractional Shares.
Select Medical stockholders will not receive any fractional shares of Concentra common stock in the distribution. Instead, the distribution
agent will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices on behalf
of the Select Medical stockholders, and distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro
rata (based on the fractional share such holder would otherwise be entitled to receive and reduced by expenses and any required tax
withholding) to each holder who otherwise would have been entitled to receive a fractional share in the distribution. Neither we, Concentra,
nor the distribution agent are required to guarantee any minimum sale price for the fractional shares of Concentra common stock. The distribution
agent, in its sole discretion, without any influence by Concentra or us, will determine when, how, through which broker-dealer, and at
what price to sell the whole shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the payment
made in lieu of fractional shares.
Direct Registration System.
Concentra common stock will be issued as uncertificated shares registered in book-entry form through the direct registration system. No
certificates representing your shares of Concentra common stock will be mailed to you. Under the direct registration system, instead of
receiving stock certificates, you will receive a statement reflecting your ownership interest in shares of Concentra common stock. The
distribution agent will begin mailing book-entry account statements reflecting your ownership of whole shares and the fractional shares
for which you will receive cash promptly after the Distribution Date. You can obtain more information regarding the direct registration
system by contacting Concentra’s transfer agent and registrar. Contact information for Concentra’s transfer agent and registrar
is provided elsewhere in this information statement. If you are entitled to receive cash in lieu of fractional shares in the distribution,
a check will be separately mailed to you.
Treatment of Equity Awards
Select Medical has outstanding
equity awards relating to its common stock in the form of shares of restricted stock granted under the Select Medical Holdings Corporation
2020 Equity Incentive Plan (the “Select Equity Plan”). Outstanding and unvested shares of Select Medical restricted stock
held by Select Medical employees will continue to vest in accordance with the terms of such awards in effect on the Record Date based
on their respective holders’ continued service with Select Medical. A holder of unvested shares of Select Medical common stock should
consult with Select Medical and their own tax advisor regarding the U.S. federal income tax consequences of receiving Concentra common
stock in respect of such shares. Notwithstanding the foregoing, Select Medical employees holding any such outstanding and unvested shares
of Select Medical restricted stock as of 5:00 p.m., New York City time, on the Record Date will also be entitled to receive 0.806971 shares
of Concentra common stock for each share of Select Medical common stock subject to the award, free and clear of any restrictions applicable
to the underlying shares of Select Medical restricted stock, except that, in lieu of any fractional shares, cash shall be payable as described
above. Concentra adopted the Concentra Group Holdings Parent, Inc. Long-Term Incentive Plan on July 15, 2024, which is an equity compensation
plan for the benefit of eligible Concentra employees that is substantially similar to the Select Equity Plan. Following the Distribution
Date, future awards of equity and equity-based compensation to eligible Concentra employees and other service providers will be granted
under the Concentra Group Holdings Parent, Inc. Long-Term Incentive Plan rather than the Select Equity Plan.
Material U.S. Federal Income Tax Consequences
The following is a discussion
of material U.S. federal income tax consequences of the distribution of Concentra common stock to U.S. holders (as defined below) of Select
Medical common stock. This discussion is based on the Internal Revenue Code of 1986, as amended, which we refer to as the Code, the Treasury
regulations promulgated thereunder, rulings and other administrative pronouncements issued by the Internal Revenue Service (the “IRS”),
and judicial decisions, in each case as in effect and available as of the date of this information statement and all of which are subject
to differing interpretation and change at any time, possibly with retroactive effect. Any such change could affect the accuracy of the
statements and conclusions set forth in this document.
This discussion applies only
to U.S. holders of Select Medical common stock who hold such stock as a capital asset within the meaning of Section 1221 of the Code (generally,
property held for investment) and does not apply with respect to Select Medical restricted stock. This discussion is based upon the assumption
that the distribution was or will be consummated in accordance with the separation agreement and the other separation-related agreements
and as described in this information statement. This discussion is for general information only and is not tax advice. It does not address
all aspects of U.S. federal income taxation that may be relevant to particular holders of Select Medical common stock in light of their
particular circumstances nor does it address tax considerations applicable to holders that are or may be subject to special treatment
under the U.S. federal income tax laws, such as (without limitation) holders who acquired Select Medical common stock upon the exercise
of employee stock options or otherwise as compensation, insurance companies, financial institutions, mutual funds, certain former U.S.
citizens or long-term residents of the United States, holders liable for the alternative minimum tax, holders whose functional currency
is not the U.S. dollar, holders who hold their Select Medical common stock as part of a hedge, straddle, synthetic security, integrated
investment, constructive sale or conversion transaction, broker-dealers, traders in securities that elect a mark-to-market method of accounting,
tax-exempt organizations, or partnerships (or entities or arrangements treated as partnerships for U.S. federal income tax purposes),
or other pass-through entities, and the owners thereof. This discussion does not address any tax consequences arising under the unearned
income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010. In addition, no information is
provided in this discussion with respect to any tax considerations under foreign, state, or local laws or U.S. federal laws other than
those pertaining to the U.S. federal income tax. This discussion does not address the tax consequences to any person who actually or constructively
owns 5% or more of Select Medical common stock.
If a partnership (or any other
entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Select Medical common stock, the tax treatment
of a partner in such partnership will generally depend upon the status of the partner and upon the activities of the partnership. Holders
of Select Medical common stock that are partnerships and partners in such partnerships should consult their own tax advisors as to the
tax consequences of the distribution.
For purposes of this discussion,
a “U.S. holder” is a beneficial owner of Select Medical common stock that is treated as issued and outstanding for U.S. federal
income tax purposes, and may include:
| · | an individual citizen or resident of the United States; |
| · | a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created
or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
| · | an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or |
| · | a trust if (a) a court within the United States is able to exercise primary supervision over its administration
and one or more U.S. persons have the authority to control all of the substantial decisions of such trust or (b) it has a valid election
in effect under applicable U.S. Treasury regulations to be treated as a United States person. |
THE FOLLOWING DISCUSSION
IS A SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION UNDER CURRENT LAW AND IS FOR GENERAL INFORMATION ONLY.
ALL HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE DISTRIBUTION TO THEM, INCLUDING THE APPLICATION
AND EFFECT OF U.S., FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS.
Select Medical requested a
private letter ruling from the IRS (the “IRS Ruling”) with respect to the qualification of the distribution as a tax-free
spin-off under Section 355 of the Code, based on certain facts and representations set forth in its request for the IRS Ruling. The IRS
Ruling dated February 21, 2024 provides that the distribution will qualify as a distribution governed by Section 355(a) of Code, and accordingly,
(i) no gain or loss will be recognized by Select Medical as a result of the distribution other than any deferred intercompany gains or
losses, and (ii) no gain or loss will be recognized by U.S. holders of Select Medical common stock upon the receipt of Concentra common
stock in the distribution. The IRS Ruling is based upon and relies on, among other things, various facts and assumptions, as well as certain
representations, statements and undertakings of Select Medical and Concentra (including those relating to the past and future conduct
of Select Medical and Concentra). If any of these facts, assumptions, representations, statements or undertakings is, or becomes, inaccurate
or incomplete, or if Select Medical or Concentra breach any of their respective covenants relating to the separation, the IRS Ruling may
be invalid and the conclusions reached therein could be jeopardized, and as a consequence, the IRS could assert that the distribution
and/or certain related transactions do not qualify for tax-free treatment for U.S. federal income tax purposes. If the IRS were successful
in taking this position, Select Medical, Concentra and Select Medical stockholders could be subject to significant U.S. federal income
tax liability. See “Material U.S. Federal Income Tax Consequences if the Distribution is Taxable” below.
The IRS Ruling does not address
all of the requirements for tax-free treatment of the distribution, and Select Medical expects to receive an opinion from each of Dechert
LLP and KPMG LLP to the effect that the distribution will qualify as a tax-free distribution under Section 355 of the Code. An opinion
from an outside tax adviser is not binding on the IRS. Accordingly, the IRS may reach conclusions with respect to the distribution that
are different from the conclusions reached in the opinions delivered by Dechert LLP and KPMG LLP. Each of the opinions will be based on
certain factual statements and representations, which, if incomplete or untrue in any material respect, could alter such outside tax advisor’s
conclusions.
Material U.S. Federal Income Tax Consequences
if the Distribution Qualifies as a Transaction that is Generally Tax-Free Under Sections 355 of the Code.
Assuming the distribution,
qualifies as a transaction that is generally tax-free, for U.S. federal income tax purposes, under Sections 355 of the Code, the U.S.
federal income tax consequences of the distribution generally are as follows:
| · | other than with respect to the Concentra shares distributed in respect of restricted Select Medical stock,
no gain or loss will be recognized by, and no amount will be includable in the income of Select Medical with respect to the distribution
of Concentra shares; |
| · | no gain or loss will be recognized by (and no amount will be included in the income of) U.S. holders of
Select Medical common stock upon the receipt of Concentra common stock in the distribution, except with respect to any cash received in
lieu of fractional shares of Concentra common stock (as described below); |
| · | the aggregate tax basis of the Select Medical common stock and the Concentra common stock received in
the distribution (including any fractional share interest in Concentra common stock for which cash is received) in the hands of each U.S.
holder of Select Medical common stock immediately after the distribution will equal the aggregate basis of Select Medical common stock
held by the U.S. holder immediately before the distribution, allocated between the shares of Select Medical common stock and Concentra
common stock (including any fractional share interest in Concentra common stock for which cash is received) in proportion to the relative
fair market value of each on the Distribution Date; and |
| · | the holding period of the Concentra common stock received by each U.S. holder of Select Medical common
stock in the distribution (including any fractional share interest in Concentra common stock for which cash is received) will generally
include the holding period at the time of the distribution for the Select Medical common stock with respect to which the distribution
is made. |
A U.S. holder who receives
cash in lieu of a fractional share of Concentra common stock in the distribution will be treated as having first received such fractional
share in the distribution and then having sold such fractional share for cash, and will recognize capital gain or loss in an amount equal
to the difference between the amount of cash received and such U.S. holder’s adjusted tax basis in such fractional share. Such gain
or loss will be long-term capital gain or loss if the U.S. holder’s holding period for its Select Medical common stock exceeds one
year at the time of distribution.
If a U.S. holder of Select
Medical common stock holds different blocks of Select Medical common stock (generally shares of Select Medical common stock acquired on
different dates or at different prices), such holder should consult its tax advisor regarding the determination of the basis and holding
period of shares of Concentra common stock received in the distribution in respect of particular blocks of Select Medical common stock.
Material U.S. Federal Income Tax Consequences
if the Distribution is Taxable
As discussed above, Select
Medical requested and has received a private letter ruling from the IRS with respect to the qualification of the distribution as a tax-free
spin-off under Section 355 of the Code based on certain facts and representations set forth in its request for the IRS Ruling. Notwithstanding
receipt by Select Medical of the IRS Ruling and written opinions from each of Dechert LLP and KPMG LLP, if any of the facts, assumptions,
representations, statements or undertakings provided by Select Medical or Concentra in the request for the IRS Ruling is, or becomes,
inaccurate or incomplete, the IRS could assert that the distribution does not qualify for tax-free treatment for U.S. federal income tax
purposes. If the IRS were successful in taking this position, the consequences described above would not apply, and Select Medical, Concentra
and Select Medical stockholders could be subject to significant U.S. federal income tax liability. In addition, certain events that may
or may not be within the control of Select Medical or Concentra could cause the distribution and certain related transactions to not qualify
for tax-free treatment for U.S. federal income tax purposes. Depending on the circumstances, Concentra may be required to indemnify Select
Medical for taxes (and certain related losses) resulting from the distribution not qualifying as tax-free for U.S. federal income tax
purposes.
If the distribution fails
to qualify as a tax-free transaction for U.S. federal income tax purposes, in general, Select Medical would recognize taxable gain as
if it had sold the Concentra common stock in a taxable sale for its fair market value (unless Select Medical and Concentra jointly make
an election under Section 336(e) of the Code with respect to the distribution, in which case, in general, (i) the Select Medical group
would recognize taxable gain as if Concentra had sold all of its assets in a taxable sale in exchange for an amount equal to the fair
market value of the Concentra common stock and the assumption of Concentra’s liabilities and (ii) Concentra would obtain a related
step up in the basis of its assets) and Select Medical stockholders who receive shares of Concentra common stock in the distribution would
be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares.
Even if the distribution were
to otherwise qualify as tax-free under Sections 355, it may result in taxable gain to Select Medical under Section 355(e) of the Code
if the distribution was later deemed to be part of a plan (or series of related transactions) pursuant to which one or more persons acquire,
directly or indirectly, shares representing a fifty percent or greater interest (by vote or value) in Select Medical or Concentra. For
this purpose, any acquisitions of Select Medical or Concentra shares within the period beginning two years before the distribution and
ending two years after the distribution are presumed to be part of such a plan, although Select Medical or Concentra may be able to rebut
that presumption.
In connection with the separation
and the distribution, Concentra and Select Medical entered into a tax matters agreement pursuant to which Concentra will be responsible
for certain liabilities and obligations following the distribution. In general, under the terms of the tax matters agreement, if the distribution
was to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 (including
as a result of Section 355(e) of the Code) and if such failure were the result of actions taken after the distribution by Select Medical
or Concentra, the party responsible for such failure will be responsible for all taxes imposed on Select Medical or Concentra to the extent
such taxes result from such actions. However, if such failure was the result of any acquisition of Concentra shares or assets, or of any
of Concentra’s representations, statements or undertakings being incorrect, incomplete or breached, Concentra generally will be
responsible for all taxes imposed as a result of such acquisition or breach. The indemnification obligations of Concentra or Select Medical
under the tax matters agreement are not limited in amount or subject to any cap. If Concentra is required to pay any taxes or indemnify
Select Medical and its subsidiaries and their respective officers and directors under the circumstances set forth in the tax matters agreement,
Concentra may be subject to substantial liabilities.
Backup Withholding and Information Reporting
Payments of cash to U.S. holders
of Select Medical common shares in lieu of fractional shares of Concentra common stock may be subject to information reporting and backup
withholding (currently, at a rate of 24%), unless such U.S. holder delivers a properly completed IRS Form W-9 certifying such U.S. holder’s
correct taxpayer identification number and certain other information, or otherwise establishes an exemption from backup withholding. Backup
withholding is not an additional tax. Amounts withheld under the backup withholding rules may be refunded or credited against a U.S. holder’s
U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.
THE FOREGOING DISCUSSION
IS A SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION UNDER CURRENT LAW AND IS FOR GENERAL INFORMATION ONLY.
ALL HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE DISTRIBUTION TO THEM, INCLUDING THE APPLICATION
AND EFFECT OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS.
INFORMATION ABOUT CONCENTRA
Overview of Concentra
Concentra was founded in 1979
and has grown to be the largest provider of occupational health services in the United States by number of locations. Concentra’s
national presence enables it to provide access to high-quality care that supports its mission to improve the health of America’s
workforce. As of September 30, 2024, Concentra operated 549 stand-alone occupational health centers in 41 states and 156 onsite health
clinics at employer worksites in 36 states. Concentra also has expanded its reach via its telemedicine program serving 43 states and the
District of Columbia. In total, Concentra delivers services across 45 states and the District of Columbia. Concentra’s patients
are generally employed by Concentra’s main customers — employers across the United States.
Background of the Separation of Concentra from
Select Medical.
On July 26, 2024, Concentra
completed the IPO of 22,500,000 shares of Concentra common stock, which included 3,375,000 shares of Concentra common stock allocated
to the underwriters’ option to purchase additional shares of Concentra common stock, which was partially exercised on August 27,
2024. Prior to the IPO, SMC owned 100% of Concentra’s outstanding common stock. Immediately following the IPO, SMC owned 104,093,503
shares of Concentra common stock, or approximately 81.7% of Concentra’s outstanding common stock. Immediately prior to the special
stock distribution, Select Medical will receive 104,093,503 shares of common stock, par value $0.01 per share, of Concentra common stock
as a distribution from SMC. On November 6, 2024, we announced that our board of directors had authorized a special stock distribution
to Select Medical stockholders of the 104,093,503 shares of Concentra common stock that we own after the distribution of Concentra common
stock we received from SMC.
Concentra common stock is
currently listed on the New York Stock Exchange under the symbol “CON.” For a more complete description of Concentra common
stock, you should review Concentra’s amended and restated certificate of incorporation and amended and restated bylaws. See “Where
You Can Find Additional Information” below for instructions on how to obtain these documents.
Concentra Transfer Agent and Registrar
The transfer agent and registrar
for Concentra common stock is Computershare Trust Company, N.A. Following the distribution, all correspondence regarding Concentra common
stock should be sent to the following address:
Computershare Trust Company
PO Box 43006
Providence, RI, 02940-3006
U.S. and Canada: 1-800-736-3001
International: 1-781-575-3100
Internet: www.computershare.com
WHERE CAN YOU FIND ADDITIONAL INFORMATION
Concentra and Select Medical
are each subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, and accordingly, each company
files registration statements, reports, proxy statements, and other information with the SEC, including financial statements. If you
would like more information about Concentra, we urge you to read Concentra’s reports filed with the SEC. You may obtain these reports,
and Select Medical’s reports filed with the SEC, at the SEC’s website at www.sec.gov.
Concentra and Select Medical
maintain websites that offer additional information about each company.
| · | Visit Concentra’s website at www.concentra.com |
| · | Visit our website at www.selectmedical.com |
Information contained on any
website referenced in this information statement is not incorporated by reference into this information statement.
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