MultiPlan Corporation (NYSE: MPLN) (“MultiPlan” or the
“Company”), a leading provider of technology and data solutions
focused on cost management, improving quality and transparency in
healthcare, today announced the expiration and results of the
previously announced separate offers to exchange (each an “Exchange
Offer” and, together, the “Exchange Offers”) (i) 5.50% Senior
Secured Notes due 2028 issued by MPH Acquisition Holdings LLC
(“MPH”) (the “Existing Secured Notes”) for a portion of (a) new
“first-out” first lien term loans to be issued by MPH (the “New
First-Out First Lien Term Loans”), (b) new “second-out” 6.50% cash
& 5.00% PIK first lien notes due 2030 to be issued by MPH (the
“New Second-Out First Lien A Notes”) and (c) new “second-out” 5.75%
first lien notes due 2030 to be issued by MPH (the “New Second-Out
First Lien B Notes” and, together with the New Second-Out First
Lien A Notes, the “New Second-Out First Lien Notes”) (collectively,
the “Existing Secured Notes Exchange Offer”); (ii) 5.750% Senior
Notes due 2028 issued by MPH (the “Existing Unsecured Notes”) for a
portion of (a) New Second-Out First Lien A Notes, (b) New
Second-Out First Lien B Notes and (c) new “third-out” 6.00% cash
& 0.75% PIK first lien notes due 2031 to be issued by MPH (the
“New Third-Out First Lien A Notes”) (collectively, the “Existing
Unsecured Notes Exchange Offer”); (iii) 6.00% / 7.00% Convertible
Senior PIK Toggle Notes due 2027 issued by MultiPlan (the “Existing
Convertible Notes,” and, collectively with the Existing Secured
Notes and the Existing Unsecured Notes, the “Old Notes”) for a
portion of (a) New Second-Out First Lien A Notes, (b) New
Second-Out First Lien B Notes and (c) new “third-out” 6.00% cash
& 0.75% PIK first lien notes due 2031 to be issued by MultiPlan
(the “New Third-Out First Lien B Notes” and, together with the New
Third-Out First Lien A Notes, the “New Third-Out First Lien Notes”
and, such New Third-Out First Lien Notes and New Second-Out First
Lien Notes, collectively, the “New Notes”) (collectively, the
“Existing Convertible Notes Exchange Offer”); and (iv) MPH’s
existing Term Loans (as defined in the Existing First Lien Credit
Agreement (as defined below), the “Existing Term Loans,” and
together with the Old Notes, the “Existing Indebtedness”) for a
portion of (a) New First-Out First Lien Term Loans and (b) new
“second-out” first lien term loans, with such new term loans
maturing in 2030 (the “New Second-Out First Lien Term Loans”)
(collectively, the “Existing Term Loans Exchange Offer”), in each
case (as applicable), upon the terms and subject to the conditions
described in a confidential exchange offer memorandum and consent
solicitation statement distributed on December 24, 2024 (as it may
be supplemented and amended from time to time, the “Offering
Memorandum”) or upon the terms and subject to the conditions
described in a notice and instruction form distributed on December
24, 2024 (as it may be supplemented and amended from time to time,
the “Notice and Instruction Form”). References to “New Debt” in
this press release refer to the New First-Out First Lien Term
Loans, the New Second-Out First Lien Term Loans and the New Notes.
The New Third-Out First Lien A Notes and the New Third-Out First
Lien B Notes will be secured equally and ratably on the same
collateral, will be pari passu and will otherwise have identical
payment priority, collateral priority and economic terms,
notwithstanding that they will be issued by separate issuers.
As of 5:00 p.m., New York City time, on January 24, 2025 (the
“Expiration Time”), MultiPlan and MPH, as applicable, received from
Eligible Holders (as defined in the Offering Memorandum) valid and
unrevoked tenders and related consents, as reported by Epiq
Corporate Restructuring, LLC (the “Exchange Agent”), representing
99.64% of the aggregate principal amount of Old Notes outstanding,
as follows: (i) $1,043,941,000 with respect to the Existing Secured
Notes, representing 99.42% of the aggregate principal amount
thereof outstanding, (ii) $974,517,000 with respect to the Existing
Unsecured Notes, representing 99.46% of the aggregate principal
amount thereof outstanding, and (iii) $1,253,470,000 with respect
to the Existing Convertible Notes, representing 99.97% of the
aggregate principal amount thereof outstanding, as further
specified in the table below. As of Expiration Time, MPH received
valid and unrevoked tenders and related consents from eligible
holders of approximately $1,273,989,487.50 Existing Term Loans,
representing approximately 99.38% of the aggregate principal amount
thereof outstanding, as reported by the Exchange Agent, as further
specified in the table below.
The following table describes certain terms of the Exchange
Offers and summarizes the consideration for each $1,000 principal
amount of Old Notes and Existing Term Loans tendered in the
Exchange Offers:
Title of Old Notes /
Loans
Issuer
CUSIP No./ISIN
Aggregate Outstanding
Principal Amount
Principal Amount Tendered by
Expiration Time
Exchange Consideration (which
includes consideration for accompanying Consents delivered pursuant
to the Consent Solicitations)
5.50% Senior Secured Notes due
2028
MPH
553283 AD4 / US553283AD43 (Rule
144A)
U6203K AE4 / USU6203KAE48
(Regulation S)
$1,050,000,000
$1,043,941,000
$1,000 of New Debt consisting of
New First-Out First Lien Term Loans, New Second-Out First Lien A
Notes and New Second-Out First Lien B Notes, in each case, issued
by MPH(1)
5.750% Senior Notes due 2028
MPH
553283 AC6 / US553283AC69 (Rule
144A)
U6203K AD6 / USU6203KAD64
(Regulation S)
$979,827,000
$974,517,000
$1,000 of New Debt consisting of
New Second-Out First Lien A Notes, New Second-Out First Lien B
Notes and New Third-Out First Lien A Notes, in each case, issued by
MPH(2)
6.00% / 7.00% Convertible Senior
PIK Toggle Notes due 2027
MultiPlan
17144CAB0 / US17144CAB00 (Rule
144A)
$1,253,890,000
$1,253,470,000
$1,000 of New Debt consisting of
New Second-Out First Lien A Notes issued by MPH, New Second-Out
First Lien B Notes issued by MPH and New Third-Out First Lien B
Notes issued by MultiPlan(3)
Existing Term Loans
MPH
N/A
$1,281,937,500
Approximately
$1,273,989,487.50
$1,000 of New Debt consisting of
New First-Out First Lien Term Loans issued by MPH and New
Second-Out First Lien Term Loans issued by MPH (4)
(1)
The maximum aggregate principal amount of
New First-Out First Lien Term Loans and New Second-Out First Lien A
Notes that may be issued in exchange for the $1,050,000,000
aggregate principal amount of Existing Secured Notes in the
Exchange Offer is equal to $187,005,000 and $294,000,000,
respectively (each such maximum principal amount, such series’
“Secured Notes Maximum Exchange Amount”).
(2)
The maximum aggregate principal amount of
New Second-Out First Lien A Notes and New Second-Out First Lien B
Notes that may be issued in exchange for the $979,827,000 aggregate
principal amount of Existing Unsecured Notes in the Exchange Offer
is equal to $134,275,492 and $87,733,710, respectively (each such
maximum principal amount, such series’ “Unsecured Notes Maximum
Exchange Amount”).
(3)
The maximum aggregate principal amount of
New Second-Out First Lien A Notes and New Second-Out First Lien B
Notes that may be issued in exchange for the $1,253,890,000
aggregate principal amount of Existing Convertible Notes in the
Exchange Offer is equal to $171,833,086 and $112,273,311,
respectively (each such maximum principal amount, such series’
“Convertible Notes Maximum Exchange Amount”).
(4)
The maximum aggregate principal amount of
New First-Out First Lien Term Loans and New Second-Out First Lien
Term Loans that may be issued in exchange for the $1,281,937,500
aggregate principal amount of Existing Term Loans in the Existing
Term Loans Exchange Offer is equal to $138,000,572 and
$1,143,936,928, respectively (each such maximum principal amount,
such class’s “New First Lien Term Loan Maximum Exchange Amount”,
and together with the Secured Notes Maximum Exchange Amount, the
Unsecured Notes Maximum Exchange Amount and the Convertible Notes
Maximum Exchange Amount, the “Maximum Exchange Amount”).
The Secured Noteholders, the Unsecured Noteholders and the
Convertible Noteholders are collectively referred to in this press
release as each, an “Existing Noteholder” and collectively, the
“Existing Noteholders.”
In addition to the consideration described in the table above,
MPH and/or MultiPlan, as applicable, will pay in cash accrued and
unpaid interest on the Old Notes and the Existing Term Loans
accepted in the Exchange Offers from the applicable latest interest
payment date to, but not including, the Settlement Date. The
settlement of the Exchange Offers is expected to occur on January
30, 2025, unless extended or terminated and subject to the terms
and conditions set forth in the Offering Memorandum (the
“Settlement Date”).
In addition, as of the Expiration Time, MultiPlan and MPH, as
applicable, received the requisite number of consents in the
concurrent consent solicitations (with respect to the Existing Term
Loans, the Existing Revolving Credit Commitments (as defined below)
and each series of Old Notes, a “Consent Solicitation” and,
collectively, the “Consent Solicitations”), with respect to the Old
Notes, on the terms and subject to the conditions set forth in the
Offering Memorandum, (with respect to each series of Old Notes, a
“Note Consent” and, collectively, the “Note Consents”) from
Eligible Holders (as defined below) of such series of Old Notes to
adopt certain proposed amendments (the “Old Notes Proposed
Amendments”) to the indentures governing the Old Notes
(collectively, the “Old Notes Indentures”) and, with respect to the
Existing Term Loans and the Existing Revolving Credit Commitments,
on the terms and subject to the conditions set forth in the Notice
and Instruction Form (a “Loan Consent” and, collectively, the “Loan
Consents,” and together with the Note Consents, the “Consents”)
from Eligible Holders of such Existing Term Loans and/or Existing
Revolving Credit Commitments to adopt certain proposed amendments
to the Existing First Lien Credit Agreement (the “Existing First
Lien Credit Agreement Proposed Amendments,” and together with the
Old Notes Proposed Amendments, the “Proposed Amendments”). The Old
Notes Proposed Amendments would eliminate substantially all of the
restrictive covenants as well as certain events of default and
related provisions and definitions in the Old Notes Indentures as
further set forth in the Offering Memorandum. The Old Notes
Proposed Amendments with respect to the Existing Convertible Notes
would also amend the definition of “Fundamental Change” as set
forth in the Offering Memorandum. The Old Notes Proposed Amendments
with respect to the Existing Secured Notes would also release all
of the collateral securing the Existing Secured Notes. The Existing
First Lien Credit Agreement Proposed Amendments would eliminate
substantially all covenants, certain default provisions, and
substantially all representations and warranties in the Existing
First Lien Credit Agreement, as well as release certain of the
collateral and guarantors thereunder, which would have the effect
of releasing (i) the same guarantors under the indentures governing
the Existing Secured Notes and the Existing Unsecured Notes and
(ii) the same collateral securing the Existing Secured Notes.
MultiPlan and MPH, as applicable, will enter into supplemental
indentures with the applicable trustees and the guarantors party
thereto to reflect the Old Notes Proposed Amendments, but the Old
Notes Proposed Amendments will become operative only upon the
consummation of the Exchange Offers on the Settlement Date. As used
herein, the “Existing Revolving Credit Commitments” refers to the
existing Revolving Credit Commitments under and as defined in that
certain Credit Agreement, dated as of August 24, 2021 (as amended,
restated, supplemented, or otherwise modified from time to time,
the “Existing First Lien Credit Agreement”), by and among MPH, as
borrower, MPH Acquisition Corp 1, the co-obligors from time to time
party thereto, the lenders from time to time party thereto, and
Goldman Sachs Lending Partners LLC, as administrative agent,
collateral agent, swingline lender and a letter of credit
issuer.
Following the consummation of the Exchange Offers on the
Settlement Date, MultiPlan and MPH, as applicable, expect the
aggregate principal amount of Existing Secured Notes outstanding to
be $6,059,000, the aggregate principal amount of Existing Unsecured
Notes outstanding to be $5,310,000, the aggregate principal amount
of Existing Convertible Notes outstanding to be $420,000 and the
aggregate principal amount of Existing Term Loans outstanding to be
approximately $7,948,012.50.
The consummation of each of the Exchange Offers and the Consent
Solicitations is subject to, and conditioned upon, the satisfaction
or waiver by MultiPlan or MPH, as applicable, of certain conditions
as set forth in the Offering Memorandum and the Notice and
Instruction Form, as applicable. Subject to applicable law,
MultiPlan or MPH, as applicable, may amend, terminate or withdraw
one of the Exchange Offers and related Consent Solicitation without
amending, terminating or withdrawing the other, at any time if any
of the conditions set forth under “Conditions to the Exchange
Offers and the Consent Solicitations” in the Offering Memorandum or
the conditions set forth in the Notice and Instruction Form with
respect to the applicable Exchange Offer is not satisfied as
determined by MultiPlan or MPH, as applicable, in their reasonable
discretion.
The Exchange Offers and Consent Solicitations are being made,
and the New Debt is only being offered, to holders of Old Notes who
are either (a) reasonably believed to be “qualified institutional
buyers” as defined in Rule 144A under the Securities Act of 1933,
as amended (the “Securities Act”) or (b) not “U.S. persons,” as
defined in Regulation S who agree to purchase the New Notes outside
of the United States and who are otherwise in compliance with the
requirements of Regulation S under the Securities Act. A person in,
or subject to the securities laws of any province or territory of
Canada, must be both an “accredited investor” and a “permitted
client”, as such terms are defined under Canadian securities laws
in order to be eligible to participate in the Exchange Offers.
For additional details on the Exchange Offers and the Consent
Solicitations and the consideration to be received in connection
therewith, please refer to the Company’s press release issued on
December 24, 2024.
The Exchange Offers are not being made to Eligible Holders of
the Old Notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction. In any jurisdiction in which the
Exchange Offers are required to be made by a licensed broker or
dealer, the Exchange Offers will be deemed to be made on behalf of
MultiPlan and MPH by one or more registered brokers or dealers that
are licensed under the laws of such jurisdiction. The New Notes
have not been and will not be registered under the Securities Act,
or any state securities laws and may not be offered or sold in the
United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.
No Offer or Solicitation
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the Old Notes or the New Notes in
the United States and shall not constitute an offer, solicitation
or sale of the New Notes in any jurisdiction where such offering or
sale would be unlawful. There shall not be any sale of the New
Notes in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of such jurisdiction.
About MultiPlan
MultiPlan is committed to bending the cost curve in healthcare
by delivering transparency, fairness, and affordability to the US
healthcare system. Our focus is on identifying medical savings,
helping to lower out-of-pocket costs, and reducing or eliminating
balance billing for healthcare consumers. Leveraging sophisticated
technology, data analytics, and a team rich with industry
experience, MultiPlan interprets clients’ needs and customizes
innovative solutions that combine its payment and revenue
integrity, network-based, data and decision science, and
analytics-based services. MultiPlan delivers value to more than 700
healthcare payors, over 100,000 employers, 60 million consumers,
and 1.4 million contracted providers. For more information, visit
multiplan.com.
Forward Looking Statements
This press release includes statements that express our
management’s opinions, expectations, beliefs, plans, objectives,
assumptions, or projections regarding future events or future
results and therefore are, or may be deemed to be, “forward-looking
statements”. These forward-looking statements can generally be
identified by the use of forward-looking terminology, including the
terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,”
“projects,” “forecasts,” “intends,” “plans,” “may,” “will,” or
“should” or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
all matters that are not historical facts. They appear in a number
of places throughout this press release. Such forward-looking
statements are based on available current market information and
management’s expectations, beliefs and forecasts concerning future
events impacting the business. Although we believe that these
forward-looking statements are based on reasonable assumptions at
the time they are made, you should be aware that these
forward-looking statements involve a number of risks, uncertainties
(some of which are beyond our control) or other assumptions that
may cause actual results or performance to be materially different
from those expressed or implied by these forward-looking
statements. These factors include: our ability to consummate the
Exchange Offers and the Consent Solicitations; our ability to
execute and realize the expected benefits of the Exchange Offers
and Consent Solicitations; the impact of the Exchange Offers and
Consent Solicitations on the market price of our securities;
litigation, including the outcome of any legal proceedings that may
be instituted against us or others relating to the Exchange Offers
and Consent Solicitations; diversion of our management’s attention
away from our business on account of the Exchange Offers and
Consent Solicitations; our ability to raise additional capital in
the future; the risk that an insufficient number of Eligible
Holders participate in the Exchange Offers; if the Exchange Offers
and Consent Solicitations are not consummated, the potential delays
and significant costs of alternative transactions, which may not be
available to us on acceptable terms, or at all, which in turn may
impact our ability to continue as a going concern; the adverse
impact of failing to consummate the Exchange Offers and Consent
Solicitations or otherwise deleveraging on our financial condition,
business prospects and the market price of our securities; loss of
our clients, particularly our largest clients; interruptions or
security breaches of our information technology systems and other
cybersecurity attacks; the impact of reduced claims volumes
resulting from a nationwide outage by a vendor used by our clients;
the ability to achieve the goals of our strategic plans and
recognize the anticipated strategic, operational, growth and
efficiency benefits when expected; our ability to enter new lines
of business and broaden the scope of our services; the loss of key
members of management team or inability to maintain sufficient
qualified personnel; our ability to continue to attract, motivate
and retain a large number of skilled employees, and adapt to the
effects of inflationary pressure on wages; trends in the U.S.
healthcare system, including recent trends of unknown duration of
reduced healthcare utilization and increased patient financial
responsibility for services; effects of competition; effects of
pricing pressure; our ability to identify, complete and
successfully integrate acquisitions; the inability of our clients
to pay for our services; changes in our industry and industry
standards and technology; our ability to protect proprietary
information, processes and applications; our ability to maintain
the licenses or right of use for the software we use; our inability
to expand our network infrastructure; our ability to obtain
additional financing; our ability to pay interest and principal on
our notes and other indebtedness; lowering or withdrawal of our
credit ratings; adverse outcomes related to litigation or
governmental proceedings; inability to preserve or increase our
market share or the size of our PPO networks; decreases in
discounts from providers; pressure to limit access to preferred
provider networks; the loss of our existing relationships with
providers; changes in our regulatory environment, including
healthcare law and regulations; the expansion of privacy and
security laws; heightened enforcement activity by government
agencies; the possibility that we may be adversely affected by
other political economic, business and/or competitive factors;
changes in accounting principles or the incurrence of impairment
charges our ability to remediate any material weaknesses or
maintain effective internal controls over financial reporting;
other factors disclosed in our Securities and Exchange Commission
(“SEC”) filings from time to time, including, without limitation,
those factors described in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2023 and our filings with the SEC;
and other factors beyond our control. Additionally, there can be no
assurances that the Exchange Offers and the Consent Solicitations
will be successfully consummated as they remain subject to the
satisfaction of certain conditions precedent. Should one or more of
these risks or uncertainties materialize, or should any of the
assumptions prove incorrect, actual results may vary in material
respects from those projected in these forward-looking
statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250126695488/en/
Investor Relations Jason Wong SVP, Treasury &
Investor Relations MultiPlan 866-909-7427
investor@multiplan.com
Shawna Gasik AVP, Investor Relations MultiPlan 866-909-7427
investor@multiplan.com
Media Pamela Walker AVP, Corporate Marketing MultiPlan
781-895-3118 press@multiplan.com
Churchill Capital Corp III (NYSE:MPLN)
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