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Purchase Agreement

 

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Title:

Purchase Agreement

Entities:

Abel Center for Rehabilitation Therapies Inc ; CIBC World Markets Corp.; First Union Securities, Inc.; J.P. Morgan Securities Inc.; Debevoise & Plimpton; Dechert LLP; Reed Smith

Date:

2001

Size:

Preview shows 6KB of 195KB total

Price:

$55

ID:

#1953539

 

 

► Purchase & Sale ► Purchase Agreements
► Financial
► Services ► Legal

 

 

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                          SELECT MEDICAL CORPORATION



$175,000,000


9 1/2% Senior Subordinated Notes due 2009


PURCHASE AGREEMENT
------------------


June 6, 2001
J.P. MORGAN SECURITIES INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
CREDIT SUISSE FIRST BOSTON CORPORATION
CIBC WORLD MARKETS CORP.
FIRST UNION SECURITIES, INC.
C/O J.P. MORGAN SECURITIES INC.
270 Park Avenue, 4th floor
New York, New York 10017


Ladies and Gentlemen:

Select Medical Corporation, a Delaware corporation (the "Company"),
proposes to issue and sell $175,000,000 aggregate principal amount of its 9 1/2
% Senior Subordinated Notes due 2009 (the "Securities"). The Securities will be
issued pursuant to an Indenture to be dated as of June 11, 2001 (the
"Indenture") between the Company, each of the subsidiaries of the Company listed
on Schedule I hereto (each a "Guarantor" and together, the "Guarantors") and
State Street Bank and Trust Company, as trustee (the "Trustee"). The Securities
will be guaranteed on an unsecured senior subordinated basis by guarantees (the
"Guarantees", and each a "Guarantee") of the Guarantors. The Company hereby
confirms its agreement with J.P. Morgan Securities Inc. ("JPMorgan") and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston
Corporation, CIBC World Markets Corp. and First Union Securities, Inc.
(collectively, together with JPMorgan, the "Initial Purchasers") concerning the
purchase of the Securities from the Company by the several Initial Purchasers.

{PAGE}

The Securities will be offered and sold to the Initial Purchasers
without being registered under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance upon an exemption therefrom. The Company has
prepared a preliminary offering memorandum dated May 29, 2001 (the "Preliminary
Offering Memorandum") and will prepare an offering memorandum dated the date
hereof (the "Offering Memorandum") setting forth information concerning the
Company, the Guarantors and the Securities. Copies of the Preliminary Offering
Memorandum have been, and copies of the Offering Memorandum will be, delivered
by the Company to the Initial Purchasers pursuant to the terms of this
Agreement. Any references herein to the Preliminary Offering Memorandum and the
Offering Memorandum shall be deemed to include all amendments and supplements
thereto, unless otherwise noted. The Company hereby confirms that it has
authorized the use of the Preliminary Offering Memorandum and the Offering
Memorandum in connection with the offering and resale of the Securities by the
Initial Purchasers in accordance with Section 2.

Holders of the Securities (including the Initial Purchasers and their
direct and indirect transferees) will, subject to the terms and conditions
thereof, be entitled to the benefits of an Exchange and Registration Rights
Agreement, substantially in the form attached hereto as Annex A (the
"Registration Rights Agreement"), pursuant to which the Company will agree to
file with the Securities and Exchange Commission (the "Commission") a
registration statement under the Securities Act (the "Exchange Offer
Registration Statement") registering an issue of senior subordinated notes of
the Company (the "Exchange Securities") and guarantees of each of the Guarantors
which are identical in all material respects to the Securities (except that the
Exchange Securities will not contain terms with respect to transfer restrictions
or additional interest) and the Guarantors and under certain circumstances, a
shelf registration statement pursuant to Rule 415 under the Securities Act (the
"Shelf Registration Statement").

Prior to or on the Closing Date (i) the Company's Amended and Restated
Credit Agreement will be amended (the "Credit Agreement Amendment") and (ii) the
Company will repay all outstanding principal and interest on its 10% Senior
Subordinated Notes due 2009 (the "Senior Subordinated Note Repayment"). The
Credit Agreement Amendment and the Senior Subordinated Note Repayment are
collectively referred to herein as the "Related Transactions".

Capitalized terms used but not defined herein shall have the meanings
given to such terms in the Offering Memorandum.

1. Representations, Warranties and Agreements of the Company and the
-----------------------------------------------------------------
Guarantors. The Company and the Guarantors jointly and severally represent and
----------
warrant to, and agree with, the several Initial Purchasers on and as of the date
hereof and the Closing Date (as defined in Section 3) that:

2
{PAGE}

(a) Each of the Preliminary Offering Memorandum and the Offering
Memorandum, as of its respective date, did not, and on the Closing Date the
Offering Memorandum will not, contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that the
Company and the Guarantors make no representation or warranty as to
information contained in or omitted from the Preliminary Offering
Memorandum or the Offering Memorandum in reliance upon and in conformity
with written information relating to the Initial Purchasers furnished to

 

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