Concentra Group Holdings Parent Inc

S-11 tm248173-8_s1.htm S-1

As filed with the Securities and Exchange Commission on June 14, 2024.

Registration No. 333​

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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(Exact name of registrant as specified in its charter)

4714 Gettysburg Road, P.O. Box 2034

Mechanicsburg, PA 17055

(717) 972-1100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Michael E. Tarvin

4714 Gettysburg Road, P.O. Box 2034

Mechanicsburg, PA 17055

(717) 972-1100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated June 14, 2024

Preliminary Prospectus

Shares

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This is an initial public offering of shares of common stock of Concentra Group Holdings Parent, Inc. We are offering shares of our common stock to be sold in this offering. The estimated initial public offering price is between $ and $ per share of our common stock. Prior to this offering, there has been no public market for shares of our common stock.

We intend to apply to list our shares of common stock on the New York Stock Exchange (the “NYSE”) under the symbol “CON”. This offering is contingent upon the listing of our shares of common stock on the NYSE.

In connection with this offering, we will issue common stock representing not more than 19.9% of our common stock outstanding, with Select Medical Corporation (“SMC”) maintaining ownership of at least 80.1% of our common stock. As a result, we will be a “controlled company” as defined under the corporate governance rules of the NYSE and will be exempt from certain corporate governance requirements of such rules. See “Management — Controlled Company Exemption.”

We currently intend to use the net proceeds from this offering to repay (i) $ million of the intercompany note held by SMC and (ii) $ million of the principal amount of a promissory note issued to SMC as a dividend in connection with the Debt Financing. We will not use any of the net proceeds of this offering towards business operations and development as a result. See “Use of Proceeds” for additional information.

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(1)

See “Underwriting” for a description of compensation to be paid to the underwriters.

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We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to an additional shares of our common stock from us at the initial public offering price less the underwriting discounts and commissions.

Investing in shares of our common stock involves risks. See “Risk Factors” beginning on page 24 to read about factors you should consider before purchasing shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock against payment in New York, New York on or about , 2024.

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Prospectus dated , 2024