MultiPlan Corp Files 8-K: Material Agreement, Other Events

TL;DR

MultiPlan Corp signed a big deal on 12/23/24. 8-K filed.

AI Summary

On December 23, 2024, MultiPlan Corporation entered into a Material Definitive Agreement. The filing also includes Regulation FD Disclosure and Other Events, with financial statements and exhibits provided. The company, formerly known as Churchill Capital Corp III and Butler Acquisition Corp, is incorporated in Delaware and headquartered in New York.

Why It Matters

This 8-K filing indicates a significant new agreement for MultiPlan Corporation, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or alter existing ones for a company.

Key Players & Entities

• MultiPlan Corporation (company) — Registrant
• Churchill Capital Corp III (company) — Former Company Name
• Butler Acquisition Corp (company) — Former Company Name
• December 23, 2024 (date) — Date of earliest event reported
• 115 Fifth Avenue New York, New York 10003 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.0001 — tered Shares of Class A Common Stock, $0.0001 par value per share MPLN New York S
• $350 million — Revolving Credit Commitments and incur $350 million in new "first-out" first lien revolving
• $325,005,572 — an aggregate principal amount of up to $325,005,572 and (ii) new "second-out" first lien te
• $1,143,936,928 — an aggregate principal amount of up to $1,143,936,928 (the "New Second-Out First Lien Term Lo
• $1,050,000,000 — that may be issued in exchange for the $1,050,000,000 aggregate principal amount of Existing
• $187,005,000 — Notes in the Exchange Offer is equal to $187,005,000 and $294,000,000, respectively (each su
• $294,000,000 — ange Offer is equal to $187,005,000 and $294,000,000, respectively (each such maximum princi
• $1,000 — ers of Existing Secured Notes, for each $1,000 principal amount of Existing Secured No
• $178.10 — cured Notes Exchange Offer will receive $178.10 of New First-Out First Lien Term Loans,
• $280.00 — of New First-Out First Lien Term Loans, $280.00 of New Second-Out First Lien A Notes an
• $541.90 — f New Second-Out First Lien A Notes and $541.90 of New Second-Out First Lien B Notes. A
• $979,827,000 — that may be issued in exchange for the $979,827,000 aggregate principal amount of Existing
• $134,275,492 — Notes in the Exchange Offer is equal to $134,275,492 and $87,733,710, respectively (each suc
• $87,733,710 — ange Offer is equal to $134,275,492 and $87,733,710, respectively (each such maximum princi
• $137.04 — cured Notes Exchange Offer will receive $137.04 of New Second-Out First Lien A Notes, $

Filing Documents

• tm2431855d1_8k.htm (8-K) — 65KB
• tm2431855d1_ex10-1.htm (EX-10.1) — 1038KB
• tm2431855d1_ex99-1.htm (EX-99.1) — 24KB
• tm2431855d1_ex99-2.htm (EX-99.2) — 63KB
• image_001.gif (GRAPHIC) — 0KB
• image_001.jpg (GRAPHIC) — 2KB
• image_002.gif (GRAPHIC) — 0KB
• tm2431952d1_ex99-1img001.jpg (GRAPHIC) — 6KB
• 0001104659-24-131472.txt ( ) — 1584KB
• mpln-20241223.xsd (EX-101.SCH) — 3KB
• mpln-20241223_lab.xml (EX-101.LAB) — 33KB
• mpln-20241223_pre.xml (EX-101.PRE) — 22KB
• tm2431855d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement Transaction Support Agreement On December 23, 2024, MultiPlan Corporation ("MultiPlan" or the "Company") entered into an agreement (the "Transaction Support Agreement") with certain ad hoc groups of noteholders and lenders (the "Ad Hoc Groups"), 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 ("Holdings"), the co-obligors from time to time party thereto, the lenders from time to time party thereto, and Goldman Sachs Lending Partners LLC ("Goldman Sachs"), 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, pursuant to which, among other things and subject to the terms and conditions set forth therein, the parties have agreed to: support, approve, implement, cooperate with each of the relevant part

01

Item 7.01 Regulation FD Disclosure. On December 24, 2024, the Company issued a press release announcing the entrance into the Transaction Support Agreement. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference. The information, including the press release, furnished under this Item 7.01 shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

01

Item 8.01 Other Events Commencement of the Exchange Offers and Consent Solicitations As part of 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 (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 cons

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 10.1 Transaction Support Agreement, dated as of December 23, 2024, by and among MultiPlan Corporation, MPH Acquisition Holdings LLC, and their subsidiaries and affiliates, certain ad hoc groups of noteholders and lenders party thereto, and other lenders party thereto. 99.1 Press Release announcing the Transaction Support Agreement, dated as of December 24, 2024. 99.2 Press Release announcing the Exchange Offers, dated as of December 24, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). No Offer or Solicitation This Current Report is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote, consent or approval in any jurisdiction in connection with the issuance of New Debt, the Exchange Offers, the Consent Solicitations or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Forward-Looking Statements

Forward-Looking Statements This Current Report 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, including the discussion of financial outlook and guidance, changes to our sales efforts, our stakeholder engagement strategies, and other operational enhancements, and our long-term prospects, including growth. 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 results or performance to be materially different from those expressed or implied by these forward-looking statements. These factors include, but are not limited to: our ability to consummate the Exchange Offers, the Consent Solicitations and the other 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

View Full Filing

View this 8-K filing on SEC EDGAR