XML 24 R12.htm IDEA: XBRL DOCUMENT v3.24.3
Long-Term Debt
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt
As of September 30, 2024, and December 31, 2023, long-term debt consisted of the following:
Key TermsSeptember 30, 2024December 31, 2023
(in thousands)CharacterPriorityMaturityCoupon
Term Loan BTerm LoanSenior Secured
9/1/2028(1)
Variable(2)
$1,285,250 $1,295,188 
5.50% Senior Secured Notes
NotesSenior Secured9/1/2028
5.50%
1,050,000 1,050,000 
5.750% Notes
NotesSenior Unsecured11/1/2028
5.750%
979,827 979,827 
Senior Convertible PIK Notes
Convertible Notes(3)
Senior Unsecured10/15/2027
Cash Interest 6.00%, PIK Interest 7.00%
1,253,890 1,275,000 
Finance lease obligations, non-currentOtherSenior Secured2024-2029
3.38% - 20.31%
93 15 
Long-term debt4,569,060 4,600,030 
Less: current portion of long-term debt(13,250)(13,250)
Discount - Term Loan B(7,938)(9,331)
Discount – Senior Convertible PIK Notes(15,175)(18,833)
Less: debt discounts, net(23,113)(28,164)
Debt issuance costs - Term Loan B(4,320)(5,079)
Debt issuance costs - 5.50% Senior Secured Notes
(9,613)(10,933)
Debt issuance costs - 5.750% Notes
(8,519)(9,871)
Less: debt issuance costs, net(22,452)(25,883)
Long-term debt, net$4,510,245 $4,532,733 
(1)Beginning December 31, 2021 and quarterly thereafter, we will repay a principal amount of the Term Loan B equal to 0.25% of the initial aggregate principal of $1,325.0 million. These scheduled principal repayments may be reduced by any voluntary or mandatory prepayments made in accordance with the credit agreement.
(2)Interest on Term Loan B and Revolver B is calculated, at MPH's option, as (a) Term SOFR (or, with respect to the term loan facility only, 0.50%, whichever is higher), plus the applicable SOFR adjustment, plus the applicable margin, or (b) the highest rate of (1) prime rate, (2) the federal funds effective rate, plus 0.50%, (3) the Term SOFR for an interest period of one month, plus the applicable SOFR adjustment, plus 1.00% and (4) 0.50% for Term Loan B and 1.00% for Revolver B, in each case, plus an applicable margin of 4.25% for Term Loan B and between 3.50% and 4.00% for Revolver B, depending on MPH's first lien debt to consolidated EBITDA ratio. The interest rate in effect for Term Loan B was 9.57% as of September 30, 2024.
(3)The Senior Convertible PIK Notes are convertible into shares of the Company's Class A common stock based on a $520.00 conversion price, subject to customary anti-dilution adjustments.
During the nine months ended September 30, 2024, the Company purchased and cancelled $21.1 million of the Senior Convertible PIK Notes. The repurchases resulted in the recognition of a gain on extinguishment of $5.9 million during the nine months ended September 30, 2024, which are included in gain on extinguishment of debt in the accompanying unaudited condensed consolidated statements of loss and comprehensive loss. No repurchases were made during the three months ended September 30, 2024.
As of September 30, 2024 and December 31, 2023, the Company was in compliance with all of the debt covenants. See our discussion of Debt Covenants and Events of Default provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
On September 10, 2024, the Company announced that it is exploring ways to ensure its capital structure enables the Company to operate as efficiently and sustainably as possible and is in discussions with several MultiPlan debt holders to establish a capital structure that will help the Company facilitate its transformation into a data and technology-forward company focused on improving transparency, quality, and affordability in healthcare.