Announcement • 9h
Robert A. Ortenzio, Martin F. Jackson, Estate of Rocco A. Ortenzio and certain other financing sources completed the acquisition of remaining 86.6% stake in Select Medical Holdings Corporation (NYSE:SEM) from a group of shareholders.
Robert A. Ortenzio, Martin F. Jackson, Estate of Rocco A. Ortenzio and certain other financing sources submitted a non-binding indication of interest to acquire remaining 86.6% stake in Select Medical Holdings Corporation (NYSE:SEM) from a group of shareholders for $1.7 billion on November 24, 2025. As reported, all-cash purchase price of $16.00 to $16.20 per share will be offered in the Take-Private Proposal. On March 2, 2026, a consortium led by Robert A. Ortenzio, Martin F. Jackson, and WCAS XIV, L.P., managed by Welsh, Carson, Anderson & Stowe, L.P. entered into a definitive agreement to acquire remaining 86.6% stake in Select Medical Holdings Corporation from a group of shareholders for $1.8 billion. All of Select Medical's outstanding shares of common stock not already owned by the buyer consortium will be acquired for a price per share of $16.50 in cash. This amount represents a premium of approximately 18% over the Company’s unaffected price of $14.01 per Company Share as of November 24, 2025, the last trading day prior to a publicly disclosed proposal being submitted by Ortenzio to the Company’s Board of Directors (the “Company Board”), and a premium of approximately 25% over the Company’s 90-day volume-weighted average closing Company Share price for the period ending on November 24, 2025. The transaction would be fully financed by committed equity financing from funds affiliated with Welsh, Carson, Anderson & Stowe (“WCAS”) and committed debt financing from J.P. Morgan and Wells Fargo. In connection with the financing of the Merger, the Debt Commitment Parties and Parent entered into the Debt Commitment Letter, pursuant to which, subject to the terms and conditions therein, the Debt Commitment Parties committed to provide Parent with Debt Financing consisting of up to $1 billion. In connection with the financing of the Merger, Parent and WCAS entered into the Equity Commitment Letter, pursuant to which, subject to the terms and conditions therein, WCAS agreed to provide Parent with the Equity Financing in an amount up to $880 million, which may be reduced in accordance with the terms set forth in the Equity Commitment Letter.
Upon completion of the Merger, Select Medical will become a privately held company, and its shares of common stock will be deregistered under applicable rules of the Securities and Exchange Commission and no longer be listed on the New York Stock Exchange. Select Medical's current management is expected to remain in place following the completion of the merger. In specified circumstances in which the Merger Agreement is terminated, the Company has agreed to pay Parent the Company Termination Fee of $66.5 million (representing approximately 3.25% of the equity value implied by the Merger). Upon termination of the Merger Agreement, Parent will be required to pay the Company a termination fee of approximately $130 million.
The transaction is subject to approval of offer by target shareholders, consummation of due diligence investigation, definitive agreement, approval by Board of Select Medical Holdings and receipt of all necessary regulatory approvals. As of March 2, 2026, the disinterested members of the Board, acting upon the recommendation of the Special Committee, unanimously approved the merger agreement. The transaction is expected to close mid 2026, subject to customary closing conditions, including (a) approval by a majority of the votes cast by holders of the shares of outstanding Select Medical common stock that are not held by any members of the Consortium, the Rollover Participants or their affiliates, (b) the expiration or termination of any waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and (c) the receipt of certain other required regulatory approvals. As of April 27, 2026 the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended expired. As of June 26, 2026, the transaction has been approved by the shareholders of Select Medical Holdings Corporation.
Goldman Sachs acted as financial advisor, fairness opinion provider and Allison Schneirov and Christopher Barlow of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to the Special Committee of Select Medical Holdings. Pursuant to an engagement letter between the Special Committee and Goldman Sachs, the Special Committee has agreed to pay Goldman Sachs a transaction fee of approximately $11 million, all of which is contingent upon consummation of the transactions contemplated by the Merger Agreement, including the Merger. Stephen Leitzell, Michael Darby, Rick Horvath, Ani Ravi, David Passey, Kevin Kay, Thomas Rayksi, Hilary Bonaccorsi, Timothy Blank, J. Ian Downes, Jeffrey Rubin, James Fishkin and Angelina Liang of Dechert LLP acted as legal advisors to Select Medical. Thomas Drake, Joshua Moradfar and Cory Rapkin of Wells Fargo acted as financial advisor and will reeive a fee of $11.5 million, J.P. Morgan are serving as financial advisors, and Minh Van Ngo, Andrew M. Wark, George E. Zobitz, Douglas Dolan, Ron Creamer, Arvind Ravichandran, Jonathan J. Katz, David J. Kappos, Margaret T. Segall, Matthew Morreale, Annmarie M. Terraciano, Joyce Law, Lauren Piechocki, Reva Bardhi, W. X. Joanna Gaines-Zhang, Mikhail M. Grant and Mohamed Camara of Cravath, Swaine & Moore LLP acted as legal advisors to the consortium led by Robert A. Ortenzio, Martin F. Jackson, and Welsh, Carson, Anderson & Stowe, L.P. Barclays acted as financial advisor, and Scott Abramowitz, Craig Marcus, Brett Friedman, Brett Friedman, Nichole Lopez-Tackett, David Hennes, Noah Yavitz, Chris Conniff, Adam Greenwood, David Saltzman, Regina Sam Penti, Allie Alperovich and Megan Bisk of Ropes & Gray LLP acted as legal advisors, to Welsh, Carson, Anderson & Stowe. Paul Hastings LLP acted as legal counsel to the debt financing sources. Computershare Inc. acted as transfer agent and registrar to Select Medical Holdings. Innisfree M&A Incorporated acted as proxy solicitor to Select Medical Holdings Corporation and will receive a fee of $0.04 million.
A consortium led by Robert A. Ortenzio, Martin F. Jackson, and WCAS XIV, L.P., managed by Welsh, Carson, Anderson & Stowe, L.P. completed the acquisition of remaining 86.6% stake in Select Medical Holdings Corporation (NYSE:SEM) from a group of shareholders on June 30, 2026. Select Medical filed a Certificate of Merger, pursuant to which the acquisition will become effective as of July 1, 2026 at 12:01 am. With the completion of the acquisition, Select Medical's common stock will cease trading and Select Medical will no longer be listed on the New York Stock Exchange as of July 1, 2026. The Consortium maintains effective and operational control of the company and its subsidiaries and now has a majority of the economic interest in Select Medical.
Select Medical's current officers, including Mr. Ortenzio and Mr. Jackson, will continue to lead the business in their respective roles following the closing.