$MPLN #MPLN--MultiPlan Corporation (NYSE: MPLN) (“MultiPlan” or the “Company”), a leading provider of technology and data solutions focused on cost management, improving quality and transparen...
Autore: Business Wire
NEW YORK: $MPLN #MPLN--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.
“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.”
On December 23, 2024, MultiPlan entered into an agreement (the “Transaction Support Agreement”) with certain ad hoc groups of noteholders and lenders collectively beneficially owning (i) approximately 72% of the outstanding aggregate principal amount of 5.50% Senior Secured Notes due 2028 issued by MPH Acquisition Holdings LLC (“MPH”) (the “Existing Secured Notes”), (ii) approximately 89% of the outstanding aggregate principal amount of 5.750% Senior Notes due 2028 issued by MPH (the “Existing Unsecured Notes”), (iii) approximately 94% of the outstanding aggregate principal amount of 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”), (iv) 100% of lenders holding 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 (v) approximately 60% of MPH’s existing Term Loans (the “Existing Term Loans,” and together with the Old Notes, the “Existing Indebtedness”) under and as defined in the Existing First Lien Credit Agreement.
Commencement of the Exchange Offers and Consent Solicitations
As part of the transactions contemplated pursuant to the Transaction Support Agreement (the “Transactions”), MultiPlan and MPH have commenced separate offers to exchange (each an “Exchange Offer” and, together, the “Exchange Offers”) (i) 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) 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) the Existing Convertible 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) the Existing Term Loans 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.
Simultaneously with the Exchange Offers, MultiPlan announced that MultiPlan and MPH, as applicable, are soliciting consents (with respect to the Existing Term Loans, the Existing Revolving Commitments 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 Notes Consents, the “Consents”) from Eligible Holders of such Existing Term Loans and/or Existing Revolving Credit Commitments to adopt certain proposed amendments (the “Existing First Lien Credit Agreement 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 if consents from holders of at least 75% of the outstanding principal amount of the Existing Convertible Notes are received. The Old Notes Proposed Amendments with respect to the Existing Secured Notes would also release all of the collateral securing the Existing Secured Notes if consents from holders of at least 66 2/3% of the outstanding principal amount of the Existing Secured Notes are received. 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.
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 | Exchange Consideration (which |
5.50% Senior Secured Notes due 2028 | MPH | 553283 AD4 / US553283AD43 (Rule 144A)
U6203K AE4 / USU6203KAE48 (Regulation S) | $1,050,000,000 | $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 | $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 | $1,000 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(4) | $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 (5) |
(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”). The consummation of the Existing Secured Notes Exchange Offer is conditioned upon the participation by holders of a majority in aggregate principal amount of the Existing Secured Notes; accordingly, upon consummation of the Existing Secured Notes Exchange Offer, the amount of Existing Secured Notes tendered in the Exchange Offer will exceed the sum of (i) the Secured Notes Maximum Exchange Amount with respect to the New First-Out First Lien Term Loans plus (ii) the Secured Notes Maximum Exchange Amount with respect to the New Second-Out First Lien A Notes. Assuming 100% participation by holders of Existing Secured Notes, for each $1,000 principal amount of Existing Secured Notes validly tendered, Eligible Holders of the Existing Secured Notes (the “Secured Noteholder”) participating in the Existing Secured Notes Exchange Offer will receive $178.10 of New First-Out First Lien Term Loans, $280.00 of New Second-Out First Lien A Notes and $541.90 of New Second-Out First Lien B Notes. Assuming less than 100% participation by holders of Existing Secured Notes, first (x) the amount of New First-Out First Lien Term Loans each participating Secured Noteholder will receive will be increased on a Pro Rata (as defined below) basis and the amount of New Second-Out First Lien B Notes each participating Secured Noteholder will receive will be decreased on a Pro Rata basis until the aggregate amount of New First-Out First Lien Term Loans to be issued to all participating Secured Noteholders equals the Secured Notes Maximum Exchange Amount with respect to New First-Out First Lien Term Loans, after which (y) the amount of New Second-Out First Lien A Notes each participating Secured Noteholder will receive will be increased on a Pro Rata basis and the amount of New Second-Out First Lien B Notes each participating Secured Noteholder will receive will be decreased on a Pro Rata basis until the aggregate amount of New Second-Out First Lien A Notes to be issued to all participating Secured Noteholders equals the Secured Notes Maximum Exchange Amount with respect to the New Second-Out First Lien A Notes. |
(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”). The consummation of the Existing Unsecured Notes Exchange Offer is conditioned upon the participation by holders of a majority in aggregate principal amount of the Existing Unsecured Notes; accordingly, upon consummation of the Existing Unsecured Notes Exchange Offer, the amount of Existing Unsecured Notes tendered in the Exchange Offer will exceed the sum of (i) the Unsecured Notes Maximum Exchange Amount with respect to the New Second-Out First Lien A Notes plus (ii) the Unsecured Notes Maximum Exchange Amount with respect to the New Second-Out First Lien B Notes. Assuming 100% participation by holders of Existing Unsecured Notes, for each $1,000 principal amount of Existing Unsecured Notes validly tendered, Eligible Holders of the Existing Unsecured Notes (the “Unsecured Noteholder”) participating in the Existing Unsecured Notes Exchange Offer will receive $137.04 of New Second-Out First Lien A Notes, $89.54 of New Second-Out First Lien B Notes and $773.42 of New Third-Out First Lien A Notes. Assuming less than 100% participation by holders of Existing Unsecured Notes, first (x) the amount of New Second-Out First Lien A Notes each participating Unsecured Noteholder will receive will be increased on a Pro Rata basis and the amount of New Third-Out First Lien A Notes that each participating Unsecured Noteholder will receive will be decreased on a Pro Rata basis until the aggregate amount of New Second-Out First Lien A Notes to be issued to all participating Unsecured Noteholders equals the Unsecured Notes Maximum Exchange Amount with respect to the New Second-Out First Lien A Notes, after which (y) the amount of New Second-Out First Lien B Notes each participating Unsecured Noteholder will receive will be increased on a Pro Rata basis and the amount of New Third-Out First Lien A Notes each participating Unsecured Noteholder will receive will be decreased on a Pro Rata basis until the aggregate amount of New Second-Out First Lien B Notes to be issued to all participating Unsecured Noteholders equals the Unsecured Notes Maximum Exchange Amount with respect to the New Second-Out First Lien B Notes. |
(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” and, together with the Secured Notes Maximum Exchange Amount and the Unsecured Notes Maximum Exchange Amount, the “Maximum Exchange Amount”). The consummation of the Existing Convertible Notes Exchange Offer is conditioned upon the participation by holders of a majority in aggregate principal amount of the Existing Convertible Notes; accordingly, upon consummation of the Existing Convertible Notes Exchange Offer, the amount of Existing Convertible Notes tendered in the Exchange Offer will exceed the sum of (i) Convertible Notes Maximum Exchange Amount with respect to the New Second-Out First Lien A Notes plus (ii) the Convertible Notes Maximum Exchange Amount with respect to the New Second-Out First Lien B Notes. Assuming 100% participation by holders of Existing Convertible Notes, for each $1,000 principal amount of Existing Convertible Notes validly tendered, Eligible Holders of the Existing Convertible Notes (“Convertible Noteholder”) participating in the Existing Convertible Notes Exchange Offer will receive $137.04 of New Second-Out First Lien A Notes, $89.54 of New Second-Out First Lien B Notes and $773.42 of New Third-Out First Lien B Notes. Assuming less than 100% participation by holders of Existing Convertible Notes, first (x) the amount of New Second-Out First Lien A Notes each participating Convertible Noteholder will receive will be increased on a Pro Rata basis and the amount of New Third-Out First Lien B Notes each participating Convertible Noteholder will receive will be decreased on a Pro Rata basis until the aggregate amount of New Second-Out First Lien A Notes to be issued to all participating Convertible Noteholders equals the Convertible Notes Maximum Exchange Amount with respect to the New Second-Out First Lien A Notes, after which (y) the amount of New Second-Out First Lien B Notes each participating Convertible Noteholder will receive will be increased on a Pro Rata basis and the amount of New Third-Out First Lien B Notes each participating Convertible Noteholder will receive will be decreased on a Pro Rata basis until the aggregate amount of New Second-Out First Lien B Notes to be issued to all participating Convertible Noteholders equals the Convertible Notes Maximum Exchange Amount with respect to the New Second-Out First Lien B Notes. |
(4) |
| Amount reflects $1,285,250,000 of Existing Term Loans outstanding as of the date of this release, minus the $3,312,500 amortization payment to be paid on December 31, 2024. |
(5) |
| 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 consummation of the Existing Term Loans Exchange Offer is conditioned upon the participation by holders of a majority in aggregate principal amount of the Existing Term Loans; accordingly, upon consummation of the Existing Term Loans Exchange Offer, the amount of Existing Term Loans tendered in the Exchange Offer will exceed the New First Lien Term Loan Maximum Exchange Amount with respect to the New First-Out First Lien Term Loans. Assuming 100% participation by holders of Existing Term Loans and after giving effect to the amortization prepayment of $3,312,500 of Existing Term Loans to be paid on December 31, 2024, for each $1,000 principal amount of Existing Term Loans validly tendered, Eligible Holders of the Existing Term Loans (the “Existing Term Lender”) participating in the Existing Term Loans Exchange Offer will receive $107.65 of New First-Out First Lien Term Loans and $892.35 of New Second-Out First Lien Term Loans. Assuming less than 100% participation by holders of Existing Term Loans, the amount of New First-Out First Lien Term Loans each participating Existing Term Lender will receive will be increased on a Pro Rata basis and the amount of New Second-Out First Lien Term Loans each participating Existing Term Lender will receive will be decreased on a Pro Rata basis until the aggregate amount of New First-Out First Lien Term Loans to be issued to all participating Existing Term Lenders equals the New First Lien Term Loan Maximum Exchange Amount with respect to New First-Out First Lien Term Loans. |
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.” For purposes of clauses (1)—(4) above, “Pro Rata” means, with respect to each participating Existing Noteholder’s and each participating Existing Term Lender’s applicable series of Existing Indebtedness (i) the amount of such Existing Noteholder’s or Existing Term Lender’s holdings of the applicable series of Existing Indebtedness, divided by (ii) the aggregate outstanding amount of the applicable series of Old Notes held by all participating Existing Noteholders or Existing Term Lenders, as applicable.
We reserve the right to increase the Maximum Exchange Amount in any Exchange Offer in our sole discretion without extending the Withdrawal Deadline (as defined herein) or otherwise reinstating withdrawal rights, subject to compliance with applicable law and the terms of our outstanding indebtedness.
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 of the Exchange Offers (the “Settlement Date”). Interest on the New Debt will accrue from the date of first issuance of the New Debt.
The New First-Out First Lien Term Loans will bear interest at a rate per annum equal to SOFR + 3.75%, paid in cash. The New Second-Out First Lien Term Loans will bear interest at a rate per annum equal to SOFR + 4.60%, paid in cash, plus a credit spread adjustment consistent with the Existing First Lien Credit Agreement. Loans under the new revolving credit facility to be entered into in connection with the Transactions (the “New Revolving Credit Facility”) will bear interest at a rate per annum equal to SOFR + 3.75%, paid in cash. The New Second-Out First Lien A Notes will bear interest at a rate per annum equal to 6.50%, paid in cash, plus 5.00% paid in PIK interest, payable semi-annually on January 30 and July 30, commencing on July 30, 2025. The New Second-Out First Lien B Notes will bear interest at a rate equal to 5.75% per annum, payable semi-annually in cash on January 30 and July 30, commencing on July 30, 2025. The New Third-Out First Lien Notes will bear interest at a rate per annum equal to 6.00% paid in cash plus 0.75% paid in PIK interest, payable semi-annually on January 30 and July 30, commencing on July 30, 2025.
The New First-Out First Lien Term Loans, the New Second-Out First Lien Term Loans, the New Revolving Credit Facility, the New Second-Out First Lien Notes and the New Third-Out First Lien A Notes will be guaranteed, jointly and severally, on a first lien senior secured basis by MultiPlan, Polaris Parent LLC (“Polaris Parent”), Polaris Intermediate Corp. (“Polaris Intermediate”) and certain other direct and indirect wholly owned domestic restricted subsidiaries of MultiPlan. The New Third-Out First Lien B Notes will be guaranteed, jointly and severally, on a first lien senior secured basis by MPH and the same direct and indirect subsidiaries of MultiPlan that guarantee the New First-Out First Lien Term Loans, the New Second-Out First Lien Term Loans, the New Revolving Credit Facility, the New Second-Out First Lien Notes and the New Third-Out First Lien A Notes. The New First-Out First Lien Term Loans, the New Revolving Credit Facility and the related guarantees will be MPH’s and the guarantors’ senior secured obligations and will be senior in right of payment to MPH’s New Second-Out First Lien Term Loans, the New Notes, the Old Notes and any future subordinated indebtedness of MultiPlan or MPH, as applicable, and the guarantors, subject to certain exceptions set forth in the Offering Memorandum and the Notice and Instruction Form.
Fonte: Business Wire