MultiPlan Announces Expiration and Results of Exchange Offers and Consent Solicitations for Outstanding Notes and Term Loans with Over 99% Participation of Existing Noteholders and Lenders
As of 5:00 p.m.,
The following table describes certain terms of the Exchange Offers and summarizes the consideration for each
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) |
|
MPH |
553283 AD4 / US553283AD43 (Rule 144A)
U6203K AE4 / USU6203KAE48 (Regulation S) |
|
|
|
|
MPH |
553283 AC6 / US553283AC69 (Rule 144A)
U6203K AD6 / USU6203KAD64 (Regulation S) |
|
|
|
|
MultiPlan |
17144CAB0 / US17144CAB00 (Rule 144A) |
|
|
|
Existing Term Loans |
MPH |
N/A |
|
Approximately |
|
(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 |
(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 |
(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 |
(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 |
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
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
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
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
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
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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
Source: MultiPlan Corporation