MultiPlan Corporation Files Required Resale Registration Statement in Connection With Existing Convertible Notes
MultiPlan Corporation (NYSE:MPLN) ("MultiPlan" or the "Company"), announced that it has filed a registration statement on Form S-3 (the "resale registration statement") with the Securities and Exchange Commission on November 4, 2021 relating to the offer and resale from time to time of shares of its Class A common stock issuable upon conversion of its $1,300 million aggregate principal amount of 6.00% / 7.00% Convertible Senior PIK Toggle Notes due 2027 (the "Convertible Notes").
The actions the Company is taking are required under the customary registration rights agreement entered into when the Convertible Notes were originally issued in a private placement completed on October 8, 2020, and the resale registration statement was required to be filed at this time pursuant to such registration rights agreement without any further action by the holders of Convertible Notes.
The Convertible Notes are currently convertible at the option of the holders, at the initial conversion rate of 76.9231 shares of the Company's Class A common stock per $1,000 in principal amount of the Convertible Notes (equivalent to an initial conversion price of approximately $13.00 per share of Company Class A common stock). If all of the $1,300 million aggregate principal amount of Convertible Notes were converted into shares of common stock, the holders would receive shares that would have been worth an aggregate of approximately $396 million at the closing stock price on November 5, 2021. The Company is not aware of any holder of Convertible Notes requesting to convert into shares at this time.
A registration statement relating to the offer and resale of shares of Class A common stock issuable upon conversion of the Convertible Notes has been filed with the Securities and Exchange Commission but has yet to become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About MultiPlan
MultiPlan is committed to helping healthcare payors manage the cost of care, improve their competitiveness and inspire positive change. 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 and analytics-based services. MultiPlan is a trusted partner to over 700 healthcare payors in the commercial health, government and property and casualty markets.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements often include words such as "anticipate," "expect," "suggest," "plan," "believe," "intend," "project," "forecast," "estimates," "targets," "projections," "should," "could," "would," "may," "might," "will," and other similar expressions relating to the resale registration statement being declared effective. Although the Company believes that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect such forward-looking statements. Such forward-looking statements, including those related to the resale registration statement being declared effective, are based on current expectations that are subject to known and unknown risks and uncertainties.
Factors that may impact such forward-looking statements include the factors discussed under "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021, as such risk factors may be updated from time to time in the Company's periodic and other filings with the SEC. The Company's periodic and other filings are accessible on the SEC's website at www.sec.gov. You should not rely upon forward-looking statements as predictions of future events. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee that the future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or occur. Except as required by applicable law, the Company undertakes no obligation to update publicly any forward-looking statements for any reason after the date of this news release to conform these statements to actual results or to changes in our expectations.
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