SELECT MEDICAL HOLDINGS CORP

DEFM14A 1 tm268269-4_defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ​ ☐ Preliminary Proxy Statement ​ ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ​ ​ ☒ Definitive Proxy Statement ​ ☐ Definitive Additional Materials ​ ☐ Soliciting Material under §240.14a-12 ​ Select Medical Holdings Corporation ​ (Name of Registrant as Specified In Its Charter) ​ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) ​ Payment of Filing Fee (Check the appropriate box): ☐ No fee required. ​ ☒ Fee paid previously with preliminary materials. ​ ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 ​ TABLE OF CONTENTS 4714 Gettysburg Road Mechanicsburg, Pennsylvania 17055 Phone: (717) 972-1100 Notice of Special Meeting of Stockholders To Our Stockholders: You are invited to attend a special meeting of stockholders (together with any adjournment, postponement, or other delay thereof, the “ Special Meeting ”) of Select Medical Holdings Corporation, a Delaware corporation (the “ Company ”). The Special Meeting will be held at the date and time set forth below in a virtual meeting format only. You will be able to attend the Special Meeting online at the website set forth below and vote your shares electronically if you wish. ​ Date: June 26, 2026 ​ ​ Time: 11:00 a.m. EDT ​ ​ Website: https://meetnow.global/M9LMMUR ​ At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of March 2, 2026 (the “ Merger Agreement ”), by and among Stallion Intermediate Corporation (“ Parent ”), Stallion MergerSub Corporation (“ Merger Sub ”) and the Company. Parent and Merger Sub are wholly owned subsidiaries of WCAS XIV, L.P., an investment fund affiliated with Welsh, Carson, Anderson & Stowe and a member of a consortium (the “ Buyer Consortium ”) led by Robert A. Ortenzio (“ Mr. Ortenzio ”), Executive Chairman, Co-Founder and Director of the Company, and Martin F. Jackson (“ Mr. Jackson ”), Senior Executive Vice President of Strategic Finance and Operations of the Company. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “ Merger ”). At the Special Meeting, you will also be asked to consider and vote on (i) a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger and (ii) a proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement. If the Merger is completed, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (the “ Company Shares ”), that is issued and outstanding as of immediately prior to the effective time of the Merger, other than (i) Company Shares that will be contributed to Parent or its affiliate by Rollover Holders (as defined below) immediately prior to the closing of the Merger (the “ Closing ”) and (ii) certain other exceptions specified in the Merger Agreement, will cease to exist and automatically be converted into the right to receive cash in an amount equal to $16.50 per Company Share, without interest thereon and subject to any applicable tax withholdings. 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 Mr. 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 proposed Merger is a “going private transaction” under the rules of the Securities and Exchange Commission. If the Merger is completed, the Company will become a privately held company, wholly owned by Parent. The Company Board (i) formed a special committee of the Company Board comprised solely of independent and disinterested directors (the “ Special Committee ”) to consider, review, evaluate, negotiate, recommend or approve any potential strategic transactions with potential acquirors and the Company or any TABLE OF CONTENTS other alternative transaction, including maintaining the status quo of the Company as a standalone company, (ii) delegated to the Special Committee, to the fullest extent permitted by law, the full power and authority of the Company Board, including the power and authority to (A) formulate, establish, oversee, direct and control the process for reviewing, evaluating and negotiating any potential transaction or any alternative thereto (each, a “ Potential Transaction ”), (B) evaluate, negotiate, approve, authorize, reject or recommend any Potential Transaction or any alternative thereto, which delegation, authorization and empowerment included the power under Section 203 of the DGCL to approve, for purposes of Section 203 of the DGCL, any Potential Transaction or any alternative thereto and (C) determine not to proceed with any Potential Transaction or any alternative thereto, (iii) authorized and empowered the Special Committee to do all acts as may be necessary, advisable or appropriate in its judgment to carry out the duties of the Special Committee, (iv) resolved that the Company Board shall not approve, adopt or recommend any Potential Transaction unless the Special Committee shall have first recommended such Potential Transaction to the Company Board and (v) authorized the Special Committee to retain, at the Company’s expense, its own independent legal counsel, financial advisors, valuation experts and such other advisors and consultants as the Special Committee deemed necessary or appropriate to assist it in carrying out its duties. The Special Committee, as more fully described in the enclosed proxy statement, with the assistance of its own independent financial and legal advisors, considered, evaluated and negotiated the Merger Agreement and the transactions contemplated thereby, including the Merger. At the conclusion of its review, the Special Committee, among other things, unanimously (1) determined that it is fair to and in the best interests of the Company and the Company’s unaffiliated stockholders for the Company to enter into the Merger Agreement and declared the Merger Agreement and the transactions contemplated by the Merger Agreement advisable and (2) recommended that the Company Board (i) declare the Merger Agreement and the transactions contemplated thereby advisable, (ii) adopt the Merger Agreement and approve the Merger and the other transactions contemplated by the Merger Agreement and (iii) recommend adoption of the Merger Agreement and approval of the Merger and other transactions contemplated by the Merger Agreement by the holders of Company Shares. The disinterested members of the Company Board, acting upon the unanimous recommendation of the Special Committee, unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of the Company and the Company’s unaffiliated stockholders, (ii) adopted the Merger Agreement and approved the execution, delivery and performance of the Merger Agreement by the Company and the consummation of the Merger and the other transaction