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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): March 19, 2007
 
SELECT MEDICAL HOLDINGS CORPORATION
 
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction of
Incorporation) 		  333-133284
(Commission File
Number) 		  20-1764048
(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 Holdings Corporation (“Holdings”) and Holdings’ wholly-owned subsidiary, Select Medical Corporation (“Select”) 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.
     
Exhibit Number   Description
10.1
  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.
         
  SELECT MEDICAL HOLDINGS CORPORATION
 		  
Date: March 23, 2007  By:   /s/ Michael E. Tarvin    
    Michael E. Tarvin   
    Executive Vice President, General Counsel and Secretary   
 

 

 

EXHIBIT INDEX
     
Exhibit No.   Description
10.1
  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.