MultiPlan Corp. Files 8-K with Material Agreements and Financials

TL;DR

MultiPlan Corp. 8-K: Material agreements entered and terminated, new financial obligations created. Watch closely.

AI Summary

On January 30, 2025, MultiPlan Corp. entered into a material definitive agreement and also terminated a material definitive agreement. The company also created a direct financial obligation or an obligation under an off-balance sheet arrangement. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant changes in MultiPlan Corp.'s contractual and financial obligations, which could impact its future operations and financial health.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, terminations, and new financial obligations, suggesting potential shifts in the company's business and financial structure.

Key Players & Entities

• MultiPlan Corp. (company) — Registrant
• January 30, 2025 (date) — Date of earliest event reported
• 001-39228 (other) — SEC File Number
• 84-3536151 (other) — IRS Number
• Churchill Capital Corp III (company) — Former Company Name
• Butler Acquisition Corp (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — tered Shares of Class A Common Stock, $0.0001 par value per share MPLN New York S
• $600,177,255 — and notes collateral agent, and issued $600,177,255 in aggregate principal amount of the Ne
• $763,074,834 — and notes collateral agent, and issued $763,074,834 in aggregate principal amount of the Ne
• $752,507,685 — and notes collateral agent, and issued $752,507,685 in aggregate principal amount of the Ne
• $969,363,562 — and notes collateral agent, and issued $969,363,562 in aggregate principal amount of the Ne
• $325,048,989 — secured credit facilities consisting of $325,048,989 of New First-Out First Lien Term Loans,
• $1,143,936,635 — of New First-Out First Lien Term Loans, $1,143,936,635 of New Second-Out First Lien Term Loans
• $350.0 million — Second-Out First Lien Term Loans and a $350.0 million senior secured revolving credit facilit
• $130.0 million — the Settlement Date, and a borrowing of $130.0 million was made under the 2025 Revolving Credi
• $15.0 million — pped or, in the aggregate, in excess of $15.0 million) and swingline loans are outstanding an

Filing Documents

• tm254813d1_8k.htm (8-K) — 80KB
• tm254813d1_ex4-1.htm (EX-4.1) — 44KB
• tm254813d1_ex4-2.htm (EX-4.2) — 38KB
• tm254813d1_ex4-3.htm (EX-4.3) — 49KB
• tm254813d1_ex4-4.htm (EX-4.4) — 1521KB
• tm254813d1_ex4-6.htm (EX-4.6) — 1380KB
• tm254813d1_ex4-8.htm (EX-4.8) — 1510KB
• tm254813d1_ex4-10.htm (EX-4.10) — 1402KB
• tm254813d1_ex10-1.htm (EX-10.1) — 2540KB
• tm254813d1_ex10-2.htm (EX-10.2) — 2084KB
• 0001104659-25-007656.txt ( ) — 12966KB
• mpln-20250130.xsd (EX-101.SCH) — 3KB
• mpln-20250130_lab.xml (EX-101.LAB) — 33KB
• mpln-20250130_pre.xml (EX-101.PRE) — 22KB
• tm254813d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement On January 30, 2025 (the "Settlement Date"), MultiPlan Corporation ("MultiPlan" or the "Company") and MPH Acquisition Holdings LLC ("MPH") consummated the transactions contemplated by the previously announced Transaction Support Agreement, dated as of December 23, 2024 (the "Transaction Support Agreement"), between MultiPlan and certain ad hoc groups of noteholders and lenders (such transactions, the "Refinancing Transaction"), including 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 (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 is

02

Item 1.02 Termination of a Material Definitive Agreement. The information set forth under "Amendment to the Existing First Lien Credit Agreement" under Item 1.01 of this Report is incorporated by reference into this Item 1.02.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth under Item 1.01 of this Report is incorporated by reference into this Item 2.03.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 4.1 The Secured Notes Supplemental Indenture, dated as of January 30, 2025, by and between MPH Acquisition Holdings LLC and Wilmington Trust, National Association 4.2 The Unsecured Notes Supplemental Indenture, dated as of January 30, 2025, by and between MPH Acquisition Holdings LLC and Wilmington Trust, National Association 4.3 The Convertible Notes Supplemental Indenture, dated as of January 30, 2025, by and between MultiPlan Corporation, the guarantors party thereto and Wilmington Trust, National Association 4.4 The New Second-Out First Lien A Notes Indenture, dated as of January 30, 2025, by and among MPH Acquisition Holdings LLC, the guarantors party thereto and Wilmington Trust, National Association, as trustee and notes collateral agent 4.5 Form of 6.50% cash & 5.00% PIK first lien notes due 2030 issued by MPH Acquisition Holdings LLC (included as Exhibit A to Exhibit 4.4 hereto) 4.6 The New Second-Out First Lien B Notes Indenture, dated as of January 30, 2025, by and among MPH Acquisition Holdings LLC, the guarantors party thereto and Wilmington Trust, National Association, as trustee and notes collateral agent 4.7 Form of 5.75% first lien notes due 2030 issued by MPH Acquisition Holdings LLC (included as Exhibit A to Exhibit 4.6 hereto) 4.8 The New Third-Out First Lien A Notes Indenture, dated as of January 30, 2025, by and among MPH Acquisition Holdings LLC, the guarantors party thereto and Wilmington Trust, National Association, as trustee and notes collateral agent 4.9 Form of 6.00% cash & 0.75% PIK first lien notes due 2031 issued by MPH Acquisition Holdings LLC (included as Exhibit A to Exhibit 4.8 hereto) 4.10 The New Third-Out First Lien B Notes Indenture, dated as of January 30, 2025, by and among MultiPlan Corporation, the guarantors party thereto and Wilmington Trust, National Association, as trustee and notes collateral agent

View Full Filing

View this 8-K filing on SEC EDGAR