Form 8-K
8-K — SELECT MEDICAL HOLDINGS CORP
Accession: 0001104659-26-076085
Filed: 2026-06-22
Period: 2026-06-22
CIK: 0001320414
SIC: 8060 (SERVICES-HOSPITALS)
Item: Other Events
Documents
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
current
report
Pursuant to Section 13
or 15(d) of the
Securities Exchange
Act of 1934
Date of Report (Date
of earliest event reported): June 22, 2026
SELECT
MEDICAL HOLDINGS CORPORATION
(Exact name of registrant
as specified in its charter)
Delaware
001-34465
20-1764048
(State or other jurisdiction of
Incorporation)
(Commission File
Number)
(I.R.S. Employer
Identification No.)
4714 Gettysburg Road, P.O. Box 2034
Mechanicsburg, PA 17055
(Address of principal executive offices) (Zip Code)
(717) 972-1100
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
SEM
New York Stock Exchange (NYSE)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether either registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if either registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 – Other Events.
On May 19, 2026, Select Medical Holdings
Corporation (the “Company” or “Select Medical”) filed with the U.S. Securities and Exchange Commission
(the “SEC”) a definitive proxy statement (the “Definitive Proxy Statement”) with respect to the
special meeting of the Company’s stockholders scheduled to be held on June 26, 2026 to, among other things, vote on a proposal
to approve the previously announced acquisition of the Company by an entity affiliated with a consortium led by Robert A. Ortenzio, Executive
Chairman, Co-Founder and Director of Select Medical, Martin F. Jackson, Senior Executive Vice President of Strategic Finance and Operations
of Select Medical, and Welsh, Carson, Anderson & Stowe, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”),
dated as of March 2, 2026, by and among the Company, Stallion Intermediate Corporation, a Delaware corporation (“Parent”),
and Stallion MergerSub Corporation, a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”),
pursuant to which 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”).
As of the date of this
Current Report on Form 8-K, two complaints have been filed in the Supreme Court of the State of New York, County of New York (the
“New York Complaints”) and one complaint has been filed in the Court of Common Pleas of Cumberland County, Pennsylvania,
Ninth Judicial District (the “Pennsylvania Complaint,” and together with the New York Complaints, the “Complaints”).
The New York Complaints are captioned as follows: Mark Stevens v. Select Medical Holdings Corporation, Robert A. Ortenzio, David S.
Chernow, Russell L. Carson, Katherine R. Davisson, William H. Frist, Marilyn B. Tavenner, Daniel J. Thomas, Parvinderjit S. Khanuja, James
S. Ely III, and Thomas A. Scully, Index No. 653282/2026; and Robert Jones v. Select Medical Holdings Corporation, Robert
A. Ortenzio, David S. Chernow, Russell L. Carson, Katherine R. Davisson, William H. Frist, Marilyn B. Tavenner, Daniel J. Thomas, Parvinderjit
S. Khanuja, James S. Ely III, and Thomas A. Scully, Index No. 653290/2026. The Pennsylvania Complaint is captioned as follows:
Dean Drulias v. Russell Carson; David Chernow; Katherine Davisson; James Ely III; William Frist; Parvinderjit Khanuja; Robert Ortenzio;
Thomas Scully; Marilyn Tavenner; Daniel Thomas; Select Medical Holdings Corporation; Welsh, Carson, Anderson & Stowe; WCAS XIV,
L.P.; WCAS XIV Associates LLC; WCAS Management, L.P.; and WCAS Management, LLC, Case No. 2026-06775-0. The Complaints generally
allege that the Definitive Proxy Statement misrepresents and/or omits certain purportedly material information regarding the Merger. The
Complaints assert claims under New York and Pennsylvania common law for negligent misrepresentation and concealment, and negligence against
the Company and the members of the Company’s board of directors. The Pennsylvania Complaint additionally asserts claims under Pennsylvania
common law for fraudulent concealment and non-disclosure against all defendants and violations of the Pennsylvania Securities Act of 1972
against Welsh, Carson, Anderson & Stowe; WCAS XIV, L.P.; WCAS XIV Associates LLC; WCAS Management, L.P.; and WCAS Management,
LLC. The Complaints seek, among other things, to enjoin the consummation of the Merger and attorneys’ fees. The New York Complaints
also seek actual and punitive damages if the Merger is consummated.
In addition, the Company
has received demand letters from eleven purported stockholders of the Company (together with the Complaints, the “Matters”)
alleging similar deficiencies regarding the disclosures made in the Definitive Proxy Statement regarding the Merger, and seeking additional
disclosures in the Definitive Proxy Statement to address those purported deficiencies.
While the Company believes
that the disclosures set forth in the Definitive Proxy Statement comply fully with all applicable law and denies the allegations in the
Matters described above, in order to moot the purported stockholders’ disclosure claims, avoid nuisance and possible expense and
business delays, and provide additional information to its stockholders, the Company has determined voluntarily to supplement certain
disclosures in the Definitive Proxy Statement related to the purported stockholders’ claims with the supplemental disclosures set
forth below (the “Supplemental Disclosures”). These Supplemental Disclosures should be read in conjunction with the
rest of the Definitive Proxy Statement, which is available at the SEC’s website, www.sec.gov, and which the Company urges you to
read in its entirety. Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality
under applicable laws of any of the disclosures set forth herein. To the contrary, the Company and the other named defendants specifically
deny all allegations in the complaints, including the allegations that any additional disclosure was or is required or material.
To the extent that the information set forth herein
differs from or updates information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement
the information in the Definitive Proxy Statement. All references to sections and subsections herein are references to the corresponding
sections or subsections in the Definitive Proxy Statement, all page references are to pages in the Definitive Proxy Statement,
and terms used herein, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement. Unless stated otherwise,
the new text in the Supplemental Disclosures is in boldface and underlined to highlight the supplemental information being
disclosed, while deleted text is bold and stricken-through.
If you have not already
submitted a proxy for use at the Special Meeting, you are urged to do so promptly. This Current Report on Form 8-K does not affect
the validity of any proxy card or voting instructions that Company stockholders may have previously received or delivered. No action is
required by any Company stockholder who has previously delivered a proxy or voting instructions and who does not wish to revoke or change
such proxy or voting instructions.
SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
1. The
disclosure under the heading “Summary Term Sheet—Interests of the Company’s Directors and Executive Officers in the
Merger” is hereby supplemented by including the following bullet after the eighth bullet on page 7 of the Definitive Proxy
Statement:
· After the Closing,
Parent intends to pay to Mr. Ortenzio and Mr. Jackson fees in amounts equal to approximately $2.9 million and $0.2 million,
respectively, in recognition of their roles in structuring and negotiating the transaction;
2. The
disclosure under the heading “Special Factors—Background of the Merger” is hereby amended and supplemented by including
the text below in the second paragraph on page 26 of the Definitive Proxy Statement:
As part of the ongoing
consideration and evaluation by the Company of its long-term strategic goals and plans, the Company Board and management team periodically
review, consider and assess the Company’s operations and financial performance, as well as overall industry, competitive and macroeconomic
conditions, since they may affect those strategic goals and plans, with the goal of enhancing stockholder value. This review at times
includes, among other things, the consideration of potential opportunities for business combinations, acquisitions and other financial
and strategic alternatives. As part of that continuing review, the Company Board has evaluated the extent that government reimbursement
risk, which is an issue for each of the Company’s three business segments and particularly the Company’s critical illness
recovery hospital segment, was creating downward pressure on the entire Company’s stock market valuation. Beginning in
late June 2025, the Company’s Executive Chairman, Co-Founder and Director, Mr. Ortenzio, began discussing with other
members of the Company Board the possibility of separating the Company’s critical illness recovery hospital segment, including the
possibility that members of the Company’s management could acquire the business if there were no alternative acquiror, as a potential
alternative to improve the Company’s stock market valuation. On July 30, 2025, representatives of J.P. Morgan Securities
LLC (“JPMorgan”), later one of the financial advisors to the Buyer Consortium (as defined below), made a presentation
to the Company Board where, among other strategic alternatives, a potential sale of the critical illness recovery hospital segment was
analyzed and discussed.
3. The
disclosure under the heading “Special Factors – Background of the Merger” is hereby amended and supplemented by including
the text below in the seventh paragraph on page 31 of the Definitive Proxy Statement:
During the week of January 19, 2026, representatives
of Goldman Sachs contacted nine potential bidders (other than the Buyer Consortium), four of which were potential strategic bidders
and five of which were potential financial sponsor bidders, at the direction of the Special Committee. Ultimately, seven of the
potential bidders stated they did not have interest in pursuing a transaction with the Company, and the remaining two did not respond
to the outreach by representatives of Goldman Sachs.
4. The
disclosure under the heading “Special Factors—Opinion of the Financial Advisor to the Special Committee –
Illustrative Discounted Cash Flow Analysis” is hereby amended and supplemented by including the text below in the first and
second paragraph on page 47 of the Definitive Proxy Statement:
Using the Forecasts,
Goldman Sachs performed an illustrative discounted cash flow analysis on the Company to derive a range of illustrative present values
per Company Share. Using the mid-year convention for discounting cash flows and discount rates ranging from 10.0% to 12.0%, reflecting
estimates of the Company’s weighted average cost of capital, Goldman Sachs discounted to present value as of December 31, 2025,
(i) estimates of unlevered free cash flow for the Company for the fiscal years 2026 through 2035, as reflected in the Forecasts and
(ii) a range of illustrative terminal values for the Company, which were calculated by applying perpetuity growth rates ranging from
1.5% to 2.5%, to a terminal year estimate of the unlevered free cash flow of $484 million to be generated by the Company,
as reflected in the Forecasts (which analysis implied terminal year EBITDA exit multiples ranging from 5.5x to 7.8x). The range of perpetuity
growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Forecasts and
market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived such discount rates
by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the Company’s target
capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal
cash tax rate and a beta for the Company, as well as certain financial metrics for the United States financial markets generally.
Goldman Sachs derived
ranges of illustrative enterprise values for the Company by adding the ranges of present values it derived above. Goldman Sachs then subtracted
from the range of illustrative enterprise values it derived for the Company the amount of the Company’s total debt of approximately
$1.845 billion and added the amount of Company’s cash and cash equivalents of approximately $27 million, in
each case, as provided by the management of the Company and approved for Goldman Sachs’ use by the Special Committee, to derive
a range of illustrative equity values for the Company. Goldman Sachs then divided the range of illustrative equity values it derived by
the number of fully diluted outstanding Company Shares of a range of approximately 125 million to 128 million shares for the fiscal
years 2026 through 2028, as provided by the management of the Company and approved for Goldman Sachs’ use by the Special
Committee, using the treasury stock method, to derive a range of illustrative present values per Company Share ranging from $15.04 to
$25.33.
5. The
disclosure under the heading “Special Factors—Opinion of the Financial Advisor to the Special Committee – Illustrative
Present Value of Future Share Price Analysis” is hereby amended and supplemented by including the text below in the fourth paragraph
on page 47 of the Definitive Proxy Statement:
Goldman Sachs then
subtracted the amount of the Company’s net debt for each of the fiscal years 2026 through 2028, of approximately $1.639 billion,
$1.495 billion and $1.305 billion, respectively, each as provided by the management of the Company and approved for Goldman Sachs’
use by the Special Committee, from the respective implied enterprise values in order to derive a range of illustrative equity values as
of December 31 for the Company for each of the fiscal years 2026 through 2028. Goldman Sachs then divided these implied equity values
by the projected year-end number of fully diluted outstanding Company Shares for each of the fiscal years 2026 through 2028, calculated
using information provided by the management of the Company and approved for Goldman Sachs’ use by the Special Committee, to derive
a range of implied future values per Company Share. Goldman Sachs then added the cumulative dividends per Company Share expected to be
paid to holders of Company Shares through the end of each of fiscal years 2026 through 2028, using the Forecasts. Goldman Sachs then discounted
these implied future equity values per Company Share to December 31, 2025, using a mid-year convention for dividends and an illustrative
discount rate of 12.2%, reflecting an estimate of the Company’s cost of equity. Goldman Sachs derived such discount rate by application
of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the Company’s target capital structure
weightings, the cost of long-term debt, after tax-yield on permanent excess cash, if any, future applicable marginal cash tax rate and
a beta for the Company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted
in a range of implied present values per Company Share of $14.04 to $25.72.
6. The
disclosure under the heading “Special Factors—Opinion of the Financial Advisor to the Special Committee – Precedent
Transaction Analysis” is hereby amended and supplemented by including the text below in the second paragraph on page 48 of
the Definitive Proxy Statement:
Based on the results
of the foregoing calculations and Goldman Sachs’ professional judgment and experience, Goldman Sachs applied a reference range of
EV/LTM adjusted EBITDA multiples of 6.2x to 11.2x to the Company’s LTM adjusted EBITDA as of December 31, 2025, as provided
by the management of the Company and approved for Goldman Sachs’ use by the Special Committee, to derive a range of implied enterprise
values for the Company. Goldman Sachs then subtracted the amount of the Company’s net debt as of December 31, 2025 of
approximately $1.818 billion, as provided by the management of the Company and approved for Goldman Sachs’ use by the Special
Committee, and divided the result by the number of fully diluted outstanding Company Shares as of February 28, 2026 of 124,018,300
shares, as provided by the management of the Company and approved for Goldman Sachs’ use by the Special Committee, to derive
a reference range of implied values per Company Share of $9.99 to $29.87.
7. The
disclosure under the heading “Special Factors—Opinion of the Financial Advisor to the Special Committee – Premia Paid
Analysis” is hereby amended and supplemented by adding the table below after the fourth paragraph on page 48:
Announcement Date
Acquiror
Target
Deal
Value ($
in
billions)
Premia
Paid
(%)
September 2025
Patient Square
Premier
2.6
30.5
August 2025
Alcon
StaarSurgical
1.5
51.0
January 2025
Stryker
Inari
4.7
60.7
December 2025
Patient Square
Patterson
2.8
35.7
June 2024
Boston Scientific
SilkRoad Medical
1.3
26.9
January 2024
Boston Scientific
Axonics
3.7
23.3
June 2023
Optum
Amedisys
3.7
30.7
July 2022
Amazon.com
1life Healthcare
3.5
76.8
July 2022
Patient Square
Hanger
1.2
25.8
May 2022
TPG; CD&R
Covetrus
3.2
37.5
April 2022
Prince
Natus
1.1
28.6
April 2022
Stone Point Capital
Tivity
1.9
28.2
January 2022
Owen & Minor
Apria
1.5
26.2
January 2022
Stryker
Vocera
2.7
26.8
April 2021
Diasorin
Luminex
1.8
12.3
March 2021
Roche
GenMark
1.8
30.0
January 2021
Centene
Magellan
1.9
14.7
December 2020
Philips
BioTelemetry
2.8
16.5
8. The
disclosure under the heading “Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
is hereby supplemented by including the following bullet after the ninth bullet on page 72 of the Definitive Proxy Statement:
· After the Closing,
Parent intends to pay to Mr. Ortenzio and Mr. Jackson fees in amounts equal to approximately $2.9 million and $0.2 million,
respectively, in recognition of their roles in structuring and negotiating the transaction (which payments are in addition to the payments
and other benefits shown under the heading “Special Factors – Golden Parachute Compensation”);
Additional Information and Where to Find It
This communication may be deemed to be solicitation
material in respect of the proposed acquisition of Select Medical by Parent. In connection with the proposed transaction, Select Medical
has filed the Definitive Proxy Statement with the SEC. In addition, Select Medical and certain affiliates of Select Medical jointly filed
a transaction statement on Schedule 13E-3 on May 19, 2026. Promptly after filing its Definitive Proxy Statement with the
SEC, the Company mailed the Definitive Proxy Statement and a proxy card to each stockholder of the Company entitled to vote at the special
meeting relating to the Merger. This communication is not a substitute for the Definitive Proxy Statement or any other document that the
Company has filed or may file with the SEC or send to its stockholders in connection with the Merger. INVESTORS AND STOCKHOLDERS OF SELECT
MEDICAL ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING SELECT MEDICAL’S DEFINITIVE PROXY STATEMENT
AND SCHEDULE 13E-3 BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Investors and stockholders are able to obtain the documents
filed with the SEC free of charge either from the SEC’s website at www.sec.gov, or from Select Medical’s Investor Relations
webpage at https://www.selectmedical.com/investor-relations/.
Participants in the Solicitation
Select Medical and
its directors, executive officers and other members of management and employees may be deemed to be “participants” in the
solicitation of proxies from stockholders of Select Medical in favor of the Merger. Information regarding the persons who may, under the
rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the
Merger is set forth in Select Medical’s Definitive Proxy Statement. Additional information concerning these individuals and any
direct or indirect interest such individuals in the solicitation, which may, in some cases, be different than those of Select Medical’s
stockholders generally, will be set forth in Select Medical’s Definitive Proxy Statement. These documents can be obtained free of
charge from the sources indicated above.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements.
Forward-looking statements use words such as “expect,” “anticipate,” “outlook,” “intend,”
“plan,” “confident,” “believe,” “will,” “should,” “would,” “potential,”
“positioning,” “proposed,” “planned,” “objective,” “likely,” “could,”
“may,” and words of similar meaning, as well as other words or expressions referencing future events, conditions or circumstances.
Statements that describe or relate to Select Medical’s plans, goals, intentions, strategies, financial outlook, are examples of
forward-looking statements. Forward-looking statements are based on our current beliefs, expectations and assumptions, which may not prove
to be accurate, and involve a number of known and unknown risks and uncertainties, many of which are out of Select Medical’s control.
Forward-looking statements are not guarantees of future performance and you should not place undue reliance on Select Medical’s
forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause Select
Medical’s actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements.
The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved.
There is no assurance that the proposed Merger will be consummated, and there are a number of risks and uncertainties that could cause
actual outcomes and results to differ materially from the results contemplated by such forward-looking statements, including, without
limitation: (1) the inability to consummate the proposed Merger within the anticipated time period, or at all, due to any reason,
including the failure to obtain the required stockholder approval to adopt the Merger Agreement, the failure to obtain any required regulatory
approvals for the proposed Merger, including the termination or expiration of any required waiting periods, or the failure to satisfy
the other conditions to the consummation of the proposed Merger; (2) the risk that the Merger may be terminated in circumstances
requiring Select Medical to pay a termination fee; (3) the risk that the proposed Merger disrupts Select Medical’s current
plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement of the
proposed Merger on the ability of Select Medical to retain and hire key personnel and maintain relationships with those with whom it does
business; (5) the effect of the announcement or pendency of the proposed Merger on Select Medical’s operating results and business
generally; (6) the significant costs, fees and expenses related to the proposed Merger; (7) the risk that Select Medical’s
stock price may decline significantly if the proposed Merger is not consummated; (8) the nature, cost and outcome of any litigation
and other legal proceedings, including any such proceedings related to the proposed Merger and instituted against Select Medical and/or
their respective directors, executive officers or other related persons; (9) other risks that could affect Select Medical’s
business, financial condition or results of operations, including those set forth in the Company’s most recent Annual Report on
Form 10-K and any subsequent filings; and (10) other risks to the consummation of the proposed Merger. Additional information
concerning these and other factors can be found in Select Medical’s filings with the SEC, including Select Medical’s most
recent annual report on Form 10-K. Select Medical does not undertake any obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
SELECT MEDICAL HOLDINGS CORPORATION
Date:
June 22, 2026
By:
/s/
John F. Duggan
John F. Duggan
Executive Vice President, General Counsel and Secretary
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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration