CORRESP 1 filename1.htm

 

SELECT MEDICAL CORPORATION
4714 Gettysburg Road

Mechanicsburg, PA 17055

Telephone:  (717) 972-1100

 

VIA EDGAR SUBMISSION

 

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Mail Stop: 3561

 

Re:                             Select Medical Corporation

Registration Statement on Form S-4

(File No. 333-190628)

 

Ladies and Gentlemen:

 

This letter is provided in connection with the Registration Statement on Form S-4, File No. 333-190628 (the “Registration Statement”), of Select Medical Corporation, a Delaware corporation (the “Company”).  Upon the effectiveness of the Registration Statement, the Company proposes to offer to exchange an aggregate principal amount of up to $600,000,000 of the Company’s 6.375% Senior Notes due 2021 (the “New Notes”), for a like aggregate principal amount of the Company’s outstanding 6.375% Senior Notes due 2021, issued on May 28, 2013 (the “Old Notes”), upon the terms and subject to the conditions set forth in the exchange offer prospectus contained in the Registration Statement.

 

The Company is registering the exchange offer in reliance on the staff’s position enunciated in Exxon Capital Holdings Corp. (avail. May 13, 1988) (the “Exxon Capital Letter”).  Please be advised that the Company has not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the exchange offer and, to the best of the Company’s information and belief, each person participating in the exchange offer is acquiring the New Notes in its ordinary course of business and is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in the distribution of the New Notes.  In this regard, the Company will make each person participating in the exchange offer aware that if such person is participating in the exchange offer for the purpose of distributing the New Notes, such person (i) could not rely on the staff position enunciated in the Exxon Capital Letter or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction.  The Company acknowledges that such a secondary resale transaction by such person participating in the exchange offer for the purpose of distributing the New Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.

 


 

In addition, the Company will (i) make each person participating in the exchange offer aware (through the exchange offer prospectus) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives New Notes in exchange for such Old Notes pursuant to the exchange offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes and (ii) include in the transmittal letter to be executed by an exchange offeree in order to participate in the exchange offer provisions to the following effect:

 

The undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. In addition, if the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that such Old Notes were acquired by such broker-dealer as a result of market-making or other trading activities and, that it must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of the New Notes. However, by acknowledging and delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. If the undersigned is a broker-dealer that will receive New Notes, it represents that the Old Notes to be exchanged for the New Notes were acquired as a result of market-making activities or other trading activities.

 


 

 

Very truly yours,

 

 

 

 

 

SELECT MEDICAL CORPORATION

 

 

 

 

 

By:

/s/ Michael E. Tarvin

 

Name: Michael E. Tarvin

 

Title: Executive Vice President, General Counsel and Secretary