Select Medical Holdings Corporation · NYSE:SEM
Select Medical — Merger or Acquisition (November 2017)
5 slides from Select Medical's merger presentation, Nov 22, 2017
Slide 1: Forward-looking Statements
This presentation 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 Holdings’ filings with the Securities and Exchange Commission, may cause results to
Slide 2: Transaction Overview
2 Closing · Currently expected to close Q1 2018 Leverage · Pro forma for the transaction, senior secured, total leverage and net leverage will be 4.5x, 5.4x and 5.1x, respectively, based on LTM 09/30/17 Adjusted EBITDA of $263.0 million for the combined company including synergies Synergy value crea
Slide 3: Proposed Financing Structure
Sources ($mm) Uses ($mm) Dignity Equity Contribution Concentra First Lien Term Loan B Add-On Concentra Second Lien Term Loan due 2023 Cash from Balance Sheet $238 $555 $240 $23 Purchase Price Cash to Existing Minority Shareholders & Management Transaction Fees and Expenses $753 $277 $26 Pro Forma Ca
Slide 4: Put / Call Mechanics Help Manage Relationships Over Time
· At closing, SEM will maintain its 50.1% voting ownership, Dignity Health will own approximately 20% of the pro forma entity, with the existing minority shareholders, including WCAS/Cressey, owning the balance USHW will become an indirect wholly owned subsidiary of Concentra Group Holdings, LLC, as
Slide 5: Put / Call Mechanics Help Manage Relationships Over Time
Put / Call Mechanics Help Manage Relationships Over Time ea * Atclosing, SEM will maintain its 50.1% voting ownership, Dignity Health will own approximately 20% of the pro forma entity, with the existing minority shareholders, including WCAS/Cressey, owning the balance = USHW will become an indirect
Select Medical Holdings — Merger or Acquisition (November 2017) on 6ix