MultiPlan Announces Commencement of Exchange Offers and Consent Solicitations for Outstanding Notes
MultiPlan (NYSE: MPLN) announced a comprehensive refinancing plan to extend its debt capital structure maturities. The company has entered into a Transaction Support Agreement with noteholders and lenders who collectively own significant portions of various notes: approximately 72% of Secured Notes, 89% of Unsecured Notes, 94% of Convertible Notes, 100% of Revolving Credit Commitments, and 60% of Term Loans.
The company commenced exchange offers for its existing notes and term loans, offering new debt instruments including First-Out First Lien Term Loans, Second-Out First Lien Notes, and Third-Out First Lien Notes. CEO Travis Dalton emphasized that this refinancing will support the company's Vision 2030 transformation plan and organic growth initiatives.
MultiPlan (NYSE: MPLN) ha annunciato un piano di rifinanziamento completo per estendere le scadenze della sua struttura di capitale di debito. L'azienda ha firmato un Accordo di Sostegno alla Transazione con i detentori di obbligazioni e i finanziatori che possiedono collettivamente porzioni significative di varie obbligazioni: circa il 72% delle Obbligazioni Garantite, l'89% delle Obbligazioni Non Garantite, il 94% delle Obbligazioni Convertibili, il 100% degli Impegni di Credito Rotativo e il 60% dei Prestiti a Termine.
L'azienda ha avviato offerte di scambio per le sue obbligazioni e prestiti a termine esistenti, offrendo nuovi strumenti di debito tra cui Prestiti a Termine First-Out First Lien, Obbligazioni First-Out First Lien e Obbligazioni Third-Out First Lien. Il CEO Travis Dalton ha sottolineato che questo rifinanziamento sosterrà il piano di trasformazione Vision 2030 dell'azienda e le iniziative di crescita organica.
MultiPlan (NYSE: MPLN) anunció un plan de refinanciamiento integral para extender los plazos de su estructura de capital de deuda. La compañía ha celebrado un Acuerdo de Apoyo a la Transacción con los tenedores de bonos y prestamistas que poseen colectivamente porciones significativas de varias notas: aproximadamente el 72% de las Notas Garantizadas, el 89% de las Notas No Garantizadas, el 94% de las Notas Convertibles, el 100% de los Compromisos de Crédito Revolvente y el 60% de los Préstamos a Plazo.
La empresa inició ofertas de cambio para sus notas y préstamos a plazo existentes, ofreciendo nuevos instrumentos de deuda, incluidos Préstamos a Plazo First-Out First Lien, Notas First-Out First Lien y Notas Third-Out First Lien. El CEO Travis Dalton enfatizó que este refinanciamiento apoyará el plan de transformación Vision 2030 de la empresa y las iniciativas de crecimiento orgánico.
MultiPlan (NYSE: MPLN)는 부채 구조의 만기를 연장하기 위한 종합적인 재조정 계획을 발표했습니다. 회사는 다양한 채권의 상당 부분을 소유하고 있는 채권자 및 대출자와 거래 지원 계약을 체결했습니다: 담보부 채권의 약 72%, 비담보 채권의 89%, 전환사채의 94%, 회전 신용 공약의 100%, 그리고 만기 대출의 60%에 해당합니다.
회사는 기존 채권 및 만기 대출에 대한 교환 제안을 시작하며, First-Out First Lien Term Loans, Second-Out First Lien Notes, Third-Out First Lien Notes와 같은 새로운 부채 상품을 제공합니다. CEO Travis Dalton은 이번 재조정이 회사의 Vision 2030 전환 계획 및 유기적 성장 이니셔티브를 지원할 것이라고 강조했습니다.
MultiPlan (NYSE: MPLN) a annoncé un plan de refinancement complet pour prolonger les échéances de sa structure de capital de dette. L'entreprise a signé un Accord de Soutien à la Transaction avec des détenteurs d'obligations et des prêteurs qui détiennent collectivement des parts significatives de diverses obligations : environ 72 % des Obligations Garanties, 89 % des Obligations Non Garanties, 94 % des Obligations Convertibles, 100 % des Engagements de Crédit Revolvant et 60 % des Prêts à Terme.
L'entreprise a lancé des offres d'échange pour ses obligations et prêts à terme existants, proposant de nouveaux instruments de dette tels que des Prêts à Terme First-Out First Lien, des Obligations First-Out First Lien et des Obligations Third-Out First Lien. Le PDG Travis Dalton a souligné que ce refinancement soutiendra le plan de transformation Vision 2030 de l'entreprise et les initiatives de croissance organique.
MultiPlan (NYSE: MPLN) hat einen umfassenden Refinanzierungsplan angekündigt, um die Laufzeiten seiner Schuldenstruktur zu verlängern. Das Unternehmen hat eine Transaktionsunterstützungsvereinbarung mit Anleiheinhabern und Kreditgebern unterzeichnet, die gemeinsam signifikante Teile verschiedener Anleihen besitzen: etwa 72% der gesicherten Anleihen, 89% der ungesicherten Anleihen, 94% der Wandelanleihen, 100% der revolvierenden Kreditverpflichtungen und 60% der Laufzeitkredite.
Das Unternehmen hat Austauschangebote für seine bestehenden Anleihen und Laufzeitkredite gestartet und bietet neue Schuldeninstrumente wie First-Out First Lien Term Loans, Second-Out First Lien Notes und Third-Out First Lien Notes an. CEO Travis Dalton betonte, dass diese Refinanzierung den Transformationsplan Vision 2030 und die organischen Wachstumsinitiatieven des Unternehmens unterstützen wird.
- Secured broad support from existing debt holders with high participation rates (72-100%)
- Successfully negotiated debt maturity extension through refinancing
- Maintains existing operations without disruption through refinancing
- Complex debt restructuring indicates potential financial stress
- Multiple layers of new debt suggest increased complexity in capital structure
- PIK payment options in new notes could indicate cash flow concerns
Insights
This comprehensive debt refinancing represents a critical strategic move for MultiPlan, extending maturities across their entire debt structure. The transaction has secured impressive backing from existing noteholders, with
The refinancing introduces a tiered debt structure with new first-out, second-out and third-out facilities, effectively creating a more manageable maturity profile extending to 2030-2031. This restructuring provides MultiPlan with enhanced operational flexibility and reduced near-term refinancing pressure, though it comes with relatively high interest rates including PIK components, reflecting current market conditions.
The broad creditor support and participation thresholds indicate strong market confidence in MultiPlan's transformation strategy, despite its current market cap of just
The transaction's timing and structure reflect broader healthcare industry trends toward technology-driven cost management solutions. MultiPlan's "Vision 2030" transformation plan, focusing on data and technology advancement, aligns with increasing market demand for healthcare cost optimization and transparency solutions.
The high participation rates from existing debt holders suggest strong institutional investor confidence in MultiPlan's strategic pivot. However, the complex multi-tiered debt structure and inclusion of PIK features indicate some underlying concerns about near-term cash flow generation capacity.
The successful execution of this refinancing provides MultiPlan important runway to implement its technological transformation without immediate debt maturity pressures. This could position the company more competitively in the evolving healthcare technology solutions market, though successful execution remains key.
“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
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”
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
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
|
Exchange Consideration (which
|
|
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 |
|
|
(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) |
|
Amount reflects |
(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 |
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 +
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. The New Second-Out First Lien A Notes, the New Second-Out First Lien B Notes and the related guarantees will be MPH’s and the guarantors’ senior secured obligations and will be secured on a senior basis equally and ratably with all of MPH’s and the guarantors’ other existing and future first priority senior secured indebtedness, including that certain Super Senior Credit Agreement, to be dated as of the Settlement Date (the “New First Lien Credit Agreement”), subject to certain exceptions set forth in the Offering Memorandum. The New Third-Out First Lien Notes and the related guarantees will be MultiPlan’s or MPH’s, as applicable, and the guarantors’ senior secured obligations and will be secured on a senior basis equally and ratably with all of MultiPlan’s or MPH’s, as applicable, and the guarantors’ other existing and future first priority senior secured indebtedness, including the New First Lien Credit Agreement, subject to certain exceptions set forth in the Offering Memorandum. The New Debt and the New Revolving Credit Facility and the related guarantees will be secured by a first-priority security interest (subject to permitted liens) in substantially all of the existing and future assets of MultiPlan, Polaris Parent, Polaris Intermediate, MPH and the other guarantors, subject to certain limitations and exceptions as set forth in the Offering Memorandum and the Notice and Instruction Form, and such collateral package shall be identical for all of the New Debt and the New Revolving Credit Facility.
Each Exchange Offer and Consent Solicitation will expire at 5:00 p.m.,
Each Exchange Offer and Consent Solicitation is a separate offer and solicitation and each may be individually amended, extended, terminated or withdrawn, subject to certain conditions and applicable law, at any time in MultiPlan’s or MPH’s, as applicable, reasonable discretion, and without amending, extending, terminating or withdrawing any other Exchange Offer or Consent Solicitation. The Expiration Time with respect to the Exchange Offers and Consent Solicitations can be extended independently of the Withdrawal Deadline for the Exchange Offers and Consent Solicitations.
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, and the Transaction Support Agreement. Subject to applicable law, MultiPlan or MPH, as applicable, may amend, extend, terminate or withdraw one of the Exchange Offers and related Consent Solicitation without amending, extending, 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
Full details of the terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum and the Notice and Instruction Form. The Exchange Offers and Consent Solicitations are only being made pursuant to, and the information in this press release is qualified in its entirety by reference to, the Offering Memorandum, which is being made available to Eligible Holders of the Old Notes, and the Notice and Instruction Form, which is being made available to Eligible Holders of the Existing Term Loans. Eligible Holders of the Old Notes are encouraged to read the Offering Memorandum, as it contains important information regarding the Exchange Offers and Consent Solicitations. Eligible Holders of the Existing Term Loans are encouraged to read the Notice and Instruction Form, as it contains important information regarding the Exchange Offers and Consent Solicitations.
Requests for the eligibility letter related to the Offering Memorandum may be directed to Epiq Corporate Restructuring, LLC, the exchange agent and information agent for the Exchange Offers by email at registration@epiqglobal.com (with reference to “MultiPlan” in the subject line).
None of the Company or its affiliates, or any of their respective officers, board of directors, members or managers, the exchange agent, the information agent, the Old Notes trustees, the New Notes trustees, the Existing Secured Notes collateral agent, the New Notes collateral agents and the administrative agent and collateral agent under the New First Lien Credit Agreement and the Existing First Lien Credit Agreement is making any recommendation as to whether Eligible Holders should tender any Old Notes and/or Existing Term Loans in response to the Exchange Offers or deliver Consents in response to the Consent Solicitations, and no one has been authorized by any of them to make such a recommendation. Eligible Holders must make their own decision as to whether to tender their Old Notes and/or Existing Term Loans and deliver Consents and, if so, the principal amount of Old Notes and/or Existing Term Loans as to which action is to be taken.
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, 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 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
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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
Source: MultiPlan Corporation
FAQ
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