Select Medical completes $3.9B going-private buyout at $16.50/share; delists from NYSE

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.

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

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

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.

Russell L. Carson, David S. Chernow and Robert A. Ortenzio serve as the directors of the Company, as of the Effective Time.

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.

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.

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”).

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.

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.

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.

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