MultiPlan Announces Comprehensive Refinancing
December 24 2024 - 9:00AM
Business Wire
- Maturities extended for entire debt capital structure, with
earliest funded maturity in 2030 and remainder in 2031
- Refinancing enables continued investment in the business to
support Vision 2030 transformation plan
- Broad based support from investors with participation from
certain ad hoc groups of noteholders and lenders through a
Transaction Support Agreement collectively representing nearly 78%
of the Company’s existing funded debt
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 a comprehensive refinancing to extend
the maturities of its entire debt capital structure.
MultiPlan has entered into an agreement (the “Transaction
Support Agreement”) with certain ad hoc groups of noteholders and
lenders collectively beneficially owning approximately 78% of
MultiPlan’s outstanding debt.
“Our top priority is investing in our business to drive
MultiPlan’s organic growth. This refinancing extends our debt
maturities and will ensure that our capital structure enables us to
operate as efficiently and sustainably as possible,” said Travis
Dalton, Chief Executive Officer of MultiPlan. “We’re grateful for
the broad-based backing from investors who support our Vision 2030
transformation plan and contributed to this attractive refinancing.
This successful outcome will help our leadership team execute our
transformation into a data and technology-forward company focused
on cost management, improving quality and transparency in
healthcare.”
Transactions Extend Debt Maturity Profile and Support Vision
2030 Transformation Plan
With a focus on continued investment in the business, those
certain ad hoc groups of noteholders and lenders have agreed with
the Company to the following series of transactions (the
“Transactions”), which will support our long-term growth plan:
- terminate the existing Revolving Credit Commitments (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,
and incur $350 million in new “first-out” first lien revolving
credit commitments, which would extend the maturity of the
Company’s existing revolving commitments from August 24, 2026, to
December 31, 2029;
- offer to exchange the existing Term Loans (the “Existing Term
Loans”) under and as defined in the Existing First Lien Credit
Agreement set to mature in 2028 for a portion of (i) new
“first-out” first lien term loans in an aggregate principal amount
of up to $325,005,572 (the “New First-Out First Lien Term Loans”)
and (ii) new “second-out” first lien term loans in an aggregate
principal amount of up to $1,143,936,928, with such new term loans
maturing in 2030;
- offers to exchange the existing 5.50% Senior Secured Notes due
2028 issued by MPH Acquisition Holdings LLC (“MPH”) (the “Existing
Secured Notes”), the existing 5.750% Senior Notes due 2028 issued
by MPH (the “Existing Unsecured Notes”) and the existing 6.00% /
7.00% Convertible Senior PIK Toggle Notes due 2027 issued by
MultiPlan (the “Existing Convertible Notes” and, collectively with
the Existing Secured Note and Existing Unsecured Notes, the “Old
Notes”) for a portion of (i) New First-Out First Lien Term Loans,
(ii) new “second-out” 6.50% cash & 5.00% PIK first lien notes
due 2030, (iii) new “second-out” 5.75% first lien notes due 2030
and (iv) new “third-out” 6.00% cash & 0.75% PIK first lien
notes due 2031 (collectively, the “Exchange Offers”);
- a consent solicitation to eliminate substantially all covenants
and events of default with respect to the Old Notes and release the
collateral securing the Existing Secured Notes;
- a consent solicitation to holders of Existing Term Loans and
Existing Revolving Credit Commitments to 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; and
- negotiate in good faith and use commercially reasonable efforts
to execute, deliver, implement and effectuate definitive documents
relating to the foregoing transactions that are consistent in all
material respects with the Transaction Support Agreement (including
the term sheet annexed thereto).
The Transactions are expected to comprehensively reorganize
MultiPlan’s capital structure and position the Company for more
sustainable long-term growth. The consummation of the Transactions
is subject to the satisfaction or waiver of a number of customary
closing conditions. Further details of the Exchange Offers and
consent solicitations are set forth in a separate press release
issued on December 24, 2024 by the Company.
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 new notes in the
United States and shall not constitute an offer, solicitation or
sale of new notes in any jurisdiction where such offering or sale
would be unlawful. There shall not be any sale of 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
Transactions; our ability to execute and realize the expected
benefits of the Transactions; the impact of the Transactions 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 Transactions; diversion of our management’s
attention away from our business on account of the Transactions;
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 Transactions 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
Transactions 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 Transactions 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/20241223707277/en/
Media Relations Pamela Walker AVP, Marketing &
Communications MultiPlan 781-895-3118 Press@multiplan.com
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
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