Item 1.01 Entry into a Material Definitive Agreement
Interest Purchase Agreement
On December 24, 2021, Select Medical Corporation ("Select"), the wholly owned
operating subsidiary of Select Medical Holdings Corporation, pursuant to the
terms and conditions of that certain Interest Purchase Agreement, dated as of
December 24, 2021 (the "Purchase Agreement"), acquired approximately 20.23% of
the outstanding voting membership interests of Concentra Group Holdings Parent,
LLC ("Concentra") from Welsh, Carson, Anderson & Stowe XII, L.P. ("WCAS"),
Dignity Health Holding Corporation ("Dignity") and other equity holders of
Concentra (the "Interest Purchase") for an aggregate purchase price of
$625,648,445.82. Select also acquired certain non-voting membership interests of
Concentra from its managers. Select now owns in the aggregate approximately
99.33% of the outstanding membership interests of Concentra on a fully diluted
basis and 100% of the outstanding voting membership interests of Concentra.
Pursuant to the terms and conditions of the Purchase Agreement, the Interest
Purchase is intended by the parties thereto to be in lieu of, and be deemed to
constitute, an exercise of the third put right provided to certain Concentra
equityholders under the terms of that certain Amended and Restated Limited
Liability Company Agreement of Concentra, dated as of February 1, 2018, by and
among Select, WCAS, Dignity and other equity holders of Concentra.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
10.1 Interest Purchase Agreement, dated December 24, 2021, by and
among Concentra Group Holdings Parent, LLC, Select Medical
Corporation, Welsh, Carson, Anderson & Stowe XII, L.P., Dignity
Health Holding Corporation and the other signatories thereto.
104 Cover Page Interactive Data File (formatted as inline XBRL)
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SELECT MEDICAL HOLDINGS CORPORATION 
