Claritev Corp
For the period ended Dec 31, 2024. Filed Feb 26, 2025.
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FY2024 · Filed Feb 26, 2025
CTEV$28.67+19.5%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Description · Form · File No. · Exhibit · Filing Date · Filed Herewith | |||||
| 2.1 | Agreement and Plan of Merger, dated as of July 12, 2020, by and among Churchill Capital Corp III, Music Merger Sub I, Inc., Music Merger Sub II, LLC, Polaris Parent Corp. and Polaris Investment Holdings, L.P. | 8-K | 001-39228 | 2.1 | July 13, 2020 |
| 2.2 | Unit Purchase Agreement, dated May 8, 2023, by and among the Registrant, MultiPlan, Inc., Babylon Acquisition Corp., Benefits Science LLC, the Sellers listed therein and the Seller Representative identified therein. | 8-K | 001-39228 | 2.1 | May 9, 2023 |
| 3.1 | Second Amended and Restated Certificate of Incorporation. | 8-K | 001-39228 | 3.1 | October 9, 2020 |
| 3.2 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Registrant filed September 20, 2024. | 8-K | 001-39228 | 3.1 | September 20, 2024 |
| 3.3 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Registrant filed February 17, 2025. | 8-K | 001-39228 | 3.1 | February 19, 2025 |
| 3.4 | Amended and Restated Bylaws. | 8-K | 001-39228 | 3.2 | February 19, 2025 |
| 4.1 | Specimen Warrant Certificate (included in Exhibit 4.2). | ||||
| 4.2 | Warrant Agreement, dated February 13, 2020, between Continental Stock Transfer & Trust Company and Churchill Capital Corp III | 8-K | 001-39228 | 4.1 | February 19, 2020 |
| 4.3 | Specimen Warrant Certificate (included in Exhibit 4.4) | ||||
| 4.4 | Warrant Agreement, dated October 8, 2020, between Continental Stock Transfer & Trust Company and Churchill Capital Corp III. | 8-K | 001-39228 | 4.5 | October 9, 2020 |
| 4.5 | Indenture, dated as of October 8, 2020, by and between Churchill Capital Corp III and Wilmington Trust, National Association. | 8-K | 001-39228 | 4.6 | October 9, 2020 |
| 4.6 | Form of 6.00% / 7.00% Convertible Senior PIK Toggle Notes due 2027 (included in Exhibit 4.5). | ||||
| 4.7 | The Convertible Notes Supplemental Indenture, dated as of January 30, 2025, by and between the Registrant, the guarantors party thereto and Wilmington Trust, National Association | 8-K | 001-39228 | 4.3 | January 30, 2025 |
| 4.8 | Indenture, dated as of October 29, 2020, between MPH Acquisition Holdings LLC, the guarantors named therein and Wilmington Trust, National Association. | 8-K | 001-39228 | 4.1 | October 30, 2020 |
| 4.9 | Form of 5.750% Senior Notes due 2028 (included in Exhibit 4.8). | ||||
| 4.10 | The Unsecured Notes Supplemental Indenture, dated as of January 30, 2025, by and between MPH Acquisition Holdings LLC and Wilmington Trust, National Association | 8-K | 001-39228 | 4.2 | January 30, 2025 |
| 4.11 | Indenture, dated as of August 24, 2021, by and among MPH Acquisition Holdings LLC, the guarantors party thereto and Wilmington Trust, National Association. | 8-K | 001-39228 | 4.1 | August 25, 2021 |
| 4.12 | Form of 5.50% Senior Secured Note due 2028 (included in Exhibit 4.11). | ||||
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith |
| 4.13 | The Secured Notes Supplemental Indenture, dated as of January 30, 2025, by and between MPH Acquisition Holdings LLC and Wilmington Trust, National Association | 8-K | 001-39228 | 4.1 | January 30, 2025 | |
| 4.14 | 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 | 8-K | 001-39228 | 4.4 | January 30, 2025 | |
| 4.15 | 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 4.14) | 8-K | 001-39228 | 4.5 | January 30, 2025 | |
| 4.16 | 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 | 8-K | 001-39228 | 4.6 | January 30, 2025 | |
| 4.17 | Form of 5.75% first lien notes due 2030 issued by MPH Acquisition Holdings LLC (included as Exhibit A to Exhibit 4.16) | 8-K | 001-39228 | 4.7 | January 30, 2025 | |
| 4.18 | 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 | 8-K | 001-39228 | 4.8 | January 30, 2025 | |
| 4.19 | 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 4.18) | 8-K | 001-39228 | 4.9 | January 30, 2025 | |
| 4.20 | The New Third-Out First Lien B Notes Indenture, dated as of January 30, 2025, by and among the Registrant, the guarantors party thereto and Wilmington Trust, National Association, as trustee and notes collateral agent | 8-K | 001-39228 | 4.10 | January 30, 2025 | |
| 4.21 | Form of 6.00% cash & 0.75% PIK first lien notes due 2031 issued by the Registrant (included as Exhibit A to Exhibit 4.20) | 8-K | 001-39228 | 4.11 | January 30, 2025 | |
| 4.22 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | X | ||||
| 10.1 | Investor Rights Agreement, dated as of July 12, 2020, by and among Churchill Capital Corp III, Polaris Investment Holdings, L.P., Churchill Sponsor III LLC, Hellman & Friedman Capital Partners VIII, L.P., The Public Investment Fund of The Kingdom of Saudi Arabia, and the other parties named therein. | 8-K | 001-39228 | 10.1 | July 13, 2020 | |
| 10.2 | Amendment No. 1 to Investor Rights Agreement, dated as of January 31, 2022, by and between the Registrant and the other parties thereto. | 8-K | 001-39228 | 10.2 | January 31, 2022 | |
| 10.3 | Amendment No. 2 to Investor Rights Agreement, dated as of December 28, 2023, by and between the Registrant and the other parties thereto. | 8-K | 001-39228 | 10.1 | January 4, 2023 | |
| 10.4 | Amended and Restated Sponsor Agreement, dated as of July 12, 2020, by and among Churchill Capital Corp III, Churchill Sponsor III LLC, and the other parties thereto. | 8-K | 001-39228 | 10.5 | July 13, 2020 | |
| 10.5 | Private Placement Warrants Purchase Agreement between Churchill Capital Corp III and Churchill Sponsor III LLC. | S-1 | 333-236153 | 10.6 | January 29, 2020 | |
| 10.6 | Common Subscription Agreement dated as of July 12, 2020, by and between Churchill Capital Corp III and The Public Investment Fund of The Kingdom of Saudi Arabia. | 8-K | 001-39228 | 10.2 | July 13, 2020 | |
| 10.7 | Form of Other Common Subscription Agreement. | 8-K | 001-39228 | 10.3 | July 13, 2020 | |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Description · Form · File No. · Exhibit · Filing Date · Filed Herewith | |||||
| 10.8 | Form of Convertible Subscription Agreement. | 8-K | 001-39228 | 10.4 | July 13, 2020 |
| 10.9 | Credit Agreement, dated as of August 24, 2021, by and among MPH Acquisition Corp. 1, MPH Acquisition Holdings LLC, the Co-Obligors from time to time party thereto, the Lenders and Letter of Credit Issuers from time to time party thereto and Goldman Sachs Lending Partners LLC, as the Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer. | 8-K | 001-39228 | 10.1 | August 25, 2021 |
| 10.10# | Amendment Agreement No. 1, dated as of June 15, 2023, to the Credit Agreement, dated as of August 24, 2021, by and among MPH Acquisition Corp. 1, MPH Acquisition Holdings LLC, the Co-Obligors from time to time party thereto, the Lenders and Letter of Credit Issuers from time to time party thereto, and Goldman Sachs Lending Partners LLC, as the Administrative Agent, Collateral Agent, Swingline Lender and a Letter of Credit Issuer. | 10-Q | 001-39228 | 10.1 | August 3, 2023 |
| 10.11# | Amendment Agreement No. 2, dated as of January 30, 2025, to the Credit Agreement, dated as of August 24, 2021, by and among MPH Acquisition Corp. 1, MPH Acquisition Holdings LLC, the Co-Obligors from time to time party thereto, the Lenders and Letter of Credit Issuers from time to time party thereto, and Goldman Sachs Lending Partners LLC, as the Administrative Agent, Collateral Agent, Swingline Lender and a Letter of Credit Issuer. | 8-K | 001-39228 | 10.2 | January 30, 2025 |
| 10.12# | Super Senior Credit Agreement, dated as of January 30, 2025, by and among MPH Acquisition Corp 1, a Delaware corporation, MPH Acquisition Holdings LLC, the Co-Obligors from time to time party thereto, the financial institutions from time to time party thereto as lenders, the Letter of Credit Issuers from time to time party thereto and Goldman Sachs Lending Partners LLC, as the Administrative Agent, Collateral Agent and Swingline Lender. | 8-K | 001-39228 | 10.1 | January 30, 2025 |
| 10.13# | Transaction Support Agreement, dated as of December 23, 2024, by and among the Registrant, MPH Acquisition Holdings LLC, and their subsidiaries and affiliates, certain ad hoc groups of noteholders and lenders party thereto, and other lenders party thereto. | 8-K | 001-39228 | 10.1 | December 26, 2024 |
| 10.14# | 2020 Omnibus Incentive Plan. | S-8 | 333-251250 | 4.1 | December 10, 2020 |
| 10.15# | Amendment No. 1 to 2020 Omnibus Incentive Plan. | 8-K | 001-39228 | 10.1 | April 26, 2024 |
| 10.16# | Form of Director Restricted Stock Unit Award under the 2020 Omnibus Incentive Plan. | 10-K | 001-39228 | 10.12 | March 16, 2021 |
| 10.17# | Form of Employee Restricted Stock Unit Award under the 2020 Omnibus Incentive Plan. | 10-K | 001-39228 | 10.13 | March 16, 2021 |
| 10.18# | Form of Restricted Stock Award under the 2020 Omnibus Incentive Plan. | 10-K | 001-39228 | 10.14 | March 16, 2021 |
| 10.19#+ | Form of Option Award under the 2020 Omnibus Incentive Plan. | 10-K | 001-39228 | 10.15 | March 16, 2021 |
| 10.20# | Form of Stock Award Agreement under the 2020 Omnibus Incentive Plan. | 8-K | 001-39228 | 10.3 | January 31, 2022 |
| 10.21# | Form of Performance Unit Award Agreement under the 2020 Omnibus Incentive Plan. | 10-K | 001-39228 | 10.17 | February 28, 2024 |
| 10.22# | Employee Stock Purchase Plan. | S-8 | 333-271794 | 4.1 | May 10, 2023 |
| 10.23# | Amended and Restated Employment Agreement, dated May 5, 2016, by and among Dale White, Polaris Investment Holdings, L.P. and MultiPlan, Inc. | 8-K | 001-39228 | 10.15 | October 9, 2020 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith |
| 10.24# | Form of Director and Officer Indemnification Agreement. | 8-K | 001-39228 | 10.17 | October 9, 2020 | |
| 10.25# | Employment Agreement, dated November 15, 2021, by and between the Registrant and James Head. | 8-K | 001-39228 | 10.1 | November 16, 2021 | |
| 10.26# | Transition Letter, dated July 31, 2024, by and between the Registrant and James Head. | 8-K | 001-39228 | 10.1 | August 1, 2024 | |
| 10.27# | Employment Agreement, dated January 31, 2022, by and between the Registrant and Dale White. | 8-K | 001-39228 | 10.1 | January 31, 2022 | |
| 10.28# | Letter Agreement, dated December 28, 2023, by and between the Registrant and Dale White. | 8-K | 001-39228 | 10.2 | January 4, 2024 | |
| 10.29# | Retirement Transition Letter, dated December 31, 2024, by and between the Registrant and Dale White. | 8-K | 001-39228 | 10.1 | December 31, 2024 | |
| 10.30# | Employment Agreement, dated December 28, 2023, by and between the Registrant and Travis Dalton. | 8-K | 001-39228 | 10.3 | January 4, 2024 | |
| 10.31# | Offer Letter, dated February 15, 2024, by and between the Registrant and Jerome Hogge. | 8-K | 001-39228 | 10.1 | March 7, 2024 | |
| 10.32# | Offer Letter, dated November 29, 2022, by and between the Registrant and Carol Nutter. | 10-Q | 001-39228 | 10.1 | May 9, 2024 | |
| 10.33# | Employment Agreement, dated July 31 2024, by and between the Registrant and Douglas Garis. | 8-K | 001-39228 | 10.2 | August 1, 2024 | |
| 19.1 | Insider Trading Policy. | X | ||||
| 21.1 | List of Subsidiaries. | X | ||||
| 23.1 | Consent of PricewaterhouseCoopers LLP. | X | ||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13-a - 14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13-a - 14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. of Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.2 | Certification of Principal Financial Officer Pursuant to 18 U.S.C. of Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 101 | The following financial information from Claritev Corporation's Annual Report on Form 10-K for the year ended December 31, 2024 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income, (iii) the Statements of Changes in Stockholders' Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements. | X | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | X | ||||
- The schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.