SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

MultiPlan Corp. – ‘S-1/A’ on 11/16/20

On:  Monday, 11/16/20, at 3:04pm ET   ·   Accession #:  1104659-20-125714   ·   File #:  333-249779

Previous ‘S-1’:  ‘S-1/A’ on 11/16/20   ·   Latest ‘S-1’:  This Filing   ·   7 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/16/20  MultiPlan Corp.                   S-1/A                 65:3.6M                                   Toppan Merrill/FA

Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1   —   SA’33
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 2 to Form S-1                         HTML    111K 
 8: R1          Document And Entity Information                     HTML     33K 
 9: R2          Condensed Balance Sheets                            HTML     99K 
10: R3          Condensed Balance Sheets (Parenthetical)            HTML     49K 
11: R4          Condensed Statement of Operations                   HTML     58K 
12: R5          Condensed Statement of Operations (Parenthetical)   HTML     26K 
13: R6          Condensed Statement of Changes in Stockholders'     HTML     68K 
                Equity                                                           
14: R7          Condensed Statement of Changes in Stockholders'     HTML     22K 
                Equity (Parenthetical)                                           
15: R8          Condensed Statement of Cash Flows                   HTML     49K 
16: R9          Description of Organization and Business            HTML     58K 
                Operations                                                       
17: R10         Public Offering                                     HTML     22K 
18: R11         Private Placement                                   HTML     23K 
19: R12         Related Party Transactions                          HTML     38K 
20: R13         Commitments                                         HTML     27K 
21: R14         Stockholder's Equity                                HTML     47K 
22: R15         Subsequent Events                                   HTML     29K 
23: R16         Description of Organization and Business            HTML     95K 
                Operations (Policies)                                            
24: R17         Description of Organization and Business            HTML     63K 
                Operations (Details)                                             
25: R18         PUBLIC OFFERING - Additional Information (Details)  HTML     27K 
26: R19         PRIVATE PLACEMENT - Additional Information          HTML     30K 
                (Details)                                                        
27: R20         RELATED PARTY TRANSACTIONS - Additional             HTML     93K 
                Information (Details)                                            
28: R21         Commitments (Details)                               HTML     51K 
29: R22         Stockholder's Equity (Details)                      HTML     65K 
30: R23         Subsequent Events (Details)                         HTML     57K 
31: R24         Condensed Consolidated Balance Sheets               HTML     98K 
32: R25         Condensed Consolidated Balance Sheets               HTML     49K 
                (Parenthetical)                                                  
33: R26         Condensed Consolidated Statement of Operations      HTML     58K 
34: R27         Condensed Consolidated Statement of Operations      HTML     23K 
                (Parenthetical)                                                  
35: R28         Condensed Consolidated Statement of Changes in      HTML     64K 
                Stockholders' Equity                                             
36: R29         Condensed Consolidated Statement of Changes in      HTML     22K 
                Stockholders' Equity (Parenthetical)                             
37: R30         Condensed Consolidated Statement of Cash Flows      HTML     85K 
38: R31         Description of Organization and Business            HTML     58K 
                Operations                                                       
39: R32         Summary of Significant Accounting Policies          HTML     67K 
40: R33         Public Offering                                     HTML     22K 
41: R34         Private Placement                                   HTML     23K 
42: R35         Related Party Transactions                          HTML     38K 
43: R36         Commitments                                         HTML     27K 
44: R37         Stockholders' Equity                                HTML     47K 
45: R38         Fair Value Measurements                             HTML     36K 
46: R39         Subsequent Events                                   HTML     29K 
47: R40         Summary of Significant Accounting Policies          HTML    107K 
                (Policies)                                                       
48: R41         Summary of Significant Accounting Policies          HTML     48K 
                (Tables)                                                         
49: R42         Fair Value Measurements (Tables)                    HTML     32K 
50: R43         DESCRIPTION OF ORGANIZATION AND BUSINESS            HTML     33K 
                OPERATIONS - Business combination (Details)                      
51: R44         DESCRIPTION OF ORGANIZATION AND BUSINESS            HTML     53K 
                OPERATIONS - Subscription agreements - (Details)                 
52: R45         DESCRIPTION OF ORGANIZATION AND BUSINESS            HTML     42K 
                OPERATIONS * Closing of business combination                     
                (Details)                                                        
53: R46         DESCRIPTION OF ORGANIZATION AND BUSINESS            HTML     46K 
                OPERATIONS - Business prior to the business                      
                combination (Details)                                            
54: R47         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net    HTML     42K 
                Income per Common Share (Details)                                
55: R48         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     30K 
                Additional Information (Details)                                 
56: R49         PUBLIC OFFERING - Additional Information (Details)  HTML     27K 
57: R50         PRIVATE PLACEMENT - Additional Information          HTML     25K 
                (Details)                                                        
58: R51         RELATED PARTY TRANSACTIONS - Additional             HTML     99K 
                Information (Details)                                            
59: R52         Commitments (Details)                               HTML     45K 
60: R53         Stockholders' Equity (Details)                      HTML     56K 
61: R54         Fair Value Measurements (Details)                   HTML     22K 
62: R55         Subsequent Events (Details)                         HTML     67K 
64: XML         IDEA XML File -- Filing Summary                      XML    121K 
63: EXCEL       IDEA Workbook of Financial Reports                  XLSX    111K 
 2: EX-101.INS  XBRL Instance -- mpln-20200930                       XML    787K 
 4: EX-101.CAL  XBRL Calculations -- mpln-20200930_cal               XML     85K 
 5: EX-101.DEF  XBRL Definitions -- mpln-20200930_def                XML    700K 
 6: EX-101.LAB  XBRL Labels -- mpln-20200930_lab                     XML    683K 
 7: EX-101.PRE  XBRL Presentations -- mpln-20200930_pre              XML    996K 
 3: EX-101.SCH  XBRL Schema -- mpln-20200930                         XSD    139K 
65: ZIP         XBRL Zipped Folder -- 0001104659-20-125714-xbrl      Zip    107K 


‘S-1/A’   —   Amendment No. 2 to Form S-1


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  tm2031592-8_s1a - block - 2.3653252s  
As filed with the Securities and Exchange Commission on November 16, 2020
Registration No. 333-249779
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MultiPlan Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
6411
83-3536151
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
115 Fifth Avenue
New York, New York 10003
(212) 780-2000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Mark Tabak
Chief Executive Officer
MultiPlan Corporation
115 Fifth Avenue
New York, New York 10003
(212) 780-2000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
William B. Brentani
Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo Alto, California 94304
(650) 251-5000
Jeffrey Doctoroff
Senior Vice President, General Counsel and Secretary
MultiPlan Corporation
115 Fifth Avenue
New York, New York 10003
(212) 780-2000
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 
EXPLANATORY NOTE
Due to a filing error, the eXtensible Business Reporting Language (“XBRL”) exhibits indicated in Part II to Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form S-1/A of MultiPlan Corporation (File No. 333-249779) (the “Registration Statement”) were not included with the filing of Amendment No. 1 with the Securities and Exchange Commission on November 16, 2020. This Amendment No. 2 (“Amendment No. 2”) to the Registration Statement is being filed solely for the purpose of filing the XBRL exhibits as indicated in Part II, Item 16 of this Amendment No. 2. Accordingly, this Amendment No. 2 consists only of the facing page, this explanatory note, Item 16, the signature pages to this Amendment No. 2 and the filed exhibits. Part I, consisting of the preliminary prospectus, and the balance of Part II of the Registration Statement are unchanged and have been omitted from this Amendment.
 

 
       II-
Part II
Information not required in prospectus
Item 16. Exhibits and financial statement schedules
(a)
Exhibits.
The following exhibits are included herein or incorporated herein 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
3.1 Second Amended and Restated Certificate of Incorporation of MultiPlan Corporation 8-K 001-39228 3.1 October 9, 2020
3.2 Amended and Restated Bylaws of MultiPlan Corporation 8-K 001-39228 3.2 October 9, 2020
4.1 Specimen Class A common stock Certificate 8-K 001-39228 4.1 October 9, 2020
4.2 Specimen Warrant Certificate (included in Exhibit 4.3)
4.3 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
4.4 Specimen Warrant Certificate (included in Exhibit 4.5)
4.5 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
4.6 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
4.7 Form of 6.00% / 7.00% Convertible Senior PIK Toggle Notes due 2027 (included in Exhibit 4.6)
4.8 Indenture, dated as of November 21, 2017, between Polaris Intermediate Corp. and Wilmington Trust, National Association 8-K 001-39228 4.8 October 9, 2020
4.9 Form of 8.500% / 9.250% Senior PIK Toggle Notes due 2022 (included in Exhibit 4.8)
 
II-1

 
Exhibit
Number
Description
Form
File No.
Exhibit
Filing
Date
Filed
Herewith
4.10 Indenture, dated as of June 7, 2016, between MPH Acquisition Corp. 1 (as successor to Polaris Merger Sub Corp.) and Wilmington Trust, National Association 8-K 001-39228 4.10 October 9, 2020
4.11 Form of 7.125% Senior Notes due 2024 (included in Exhibit 4.10)
4.12 First Supplemental Indenture, dated as of June 7, 2016, to that certain Indenture, dated as of June 7, 2016, between MPH Acquisition Holdings LLC (as successor to MPH Acquisition Corp. 1) and Wilmington Trust, National Association 8-K 001-39228 4.12 October 9, 2020
4.13 Second Supplemental Indenture, dated as of November 18, 2016, to that certain Indenture, dated as of June 7, 2016, between MPH Acquisition Holdings LLC and Wilmington Trust, National Association 8-K 001-39228 4.13 October 9, 2020
4.14 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
4.15 Form of 5.750% Senior Notes due 2028 (included in Exhibit 4.14)
5.1  Opinion of Simpson Thacher & Bartlett LLP S-1 333-249779 5.1 October 30, 2020
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
10.2 Private Placement Warrants Purchase Agreement between Churchill Capital Corp III and Churchill Sponsor III LLC S-1 333-236153 10.6 January 29, 2020
10.3 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
10.4 Form of Other Common Subscription Agreement 8-K 001-39228 10.3
10.5 Form of Convertible Subscription Agreement 8-K 001-39228 10.4
 
II-2

 
Exhibit
Number
Description
Form
File No.
Exhibit
Filing
Date
Filed
Herewith
10.6 Promissory Note, dated as of July 12, 2020, by and between Churchill Capital Corp III and Churchill Sponsor III LLC 8-K 001-39228 10.6
10.7 Credit Agreement, dated as of June 7, 2016, among MPH Acquisition Holdings LLC (as successor in interest), the Lenders party thereto, the Co-Obligors party thereto, Barclays Bank PLC, as the Administrative Agent, the Collateral Agent, Letter of Credit Issuer and Swingline Lender, and the other parties party thereto 8-K 001-39228 10.7 October 9, 2020
10.8 Incremental Agreement No. 1, dated as of June 12, 2017, in respect of that certain Credit Agreement, dated as of June 7, 2016, among MPH Acquisition Holdings LLC (as successor in interest), the Lenders party thereto, the Co-Obligors party thereto, Barclays Bank PLC, as the Administrative Agent, the Collateral Agent, Letter of Credit Issuer and Swingline Lender, and the other parties party thereto 8-K 001-39228 10.8 October 9, 2020
10.9 Amendment Agreement No. 2, dated as of July 2, 2020, in respect of that certain Credit Agreement, dated as of June 7, 2016, among MPH Acquisition Holdings LLC (as successor in interest), the Lenders party thereto, the Co-Obligors party thereto, Barclays Bank PLC, as the Administrative Agent, the Collateral Agent, Letter of Credit Issuer and Swingline Lender, and the other parties party thereto 8-K 001-39228 10.9 October 9, 2020
10.10 Incremental Revolving Credit Commitment Increase Agreement No. 1, dated as of October 29, 2020, among MPH Acquisition Corp 1, MPH Acquisition Holdings LLC, as the Borrower, Barclays Bank PLC, as Administrative Agent, the Incremental Revolving Credit Commitment Increase Lenders party thereto and the other parties party thereto. 8-K 001-39228 10.1 October 30, 2020
10.11# Churchill Capital Corp III 2020 Omnibus Incentive Plan 8-K 001-39228 10.10 October 9, 2020
10.12#+ Amended and Restated Employment Agreement, dated May 5, 2016, by and among Mark Tabak, Polaris Investment Holdings, L.P. and MultiPlan, Inc. 8-K 001-39228 10.11 October 9, 2020
 
II-3

 
Exhibit
Number
Description
Form
File No.
Exhibit
Filing
Date
Filed
Herewith
10.13#+ Amended and Restated Employment Agreement, dated May 5, 2016, by and among David Redmond, Polaris Investment Holdings, L.P. and MultiPlan, Inc. 8-K 001-39228 10.12 October 9, 2020
10.14#+ 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 10.13 October 9, 2020
10.15# Offer Letter to Jeffrey Doctoroff, dated June 25, 2014 8-K 001-39228 10.14 October 9, 2020
10.16# Form of Director and Officer Indemnification Agreement 8-K 001-39228 10.15 October 9, 2020
14.1 Code of Business Conduct and Ethics of MultiPlan Corporation, effective October 8, 2020 8-K 001-39228 14.1 October 9, 2020
16.1 Letter from Marcum LLP, dated October 8, 2020 8-K 001-39228 16.1 October 9, 2020
16.2 Letter from Marcum LLP, dated November 16, 2020 S-1 333-249779 16.2 November 16, 2020
21.1 List of Subsidiaries 8-K 001-39228 21.1 October 9, 2020
23.1 Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP S-1 333-249779 23.2 November 16, 2020
23.3 Consent of Marcum LLP S-1 333-249779 23.3 November 16, 2020
24.1 Power of Attorney S-1 333-249779 24.1 October 30, 2020
101.INS XBRL Instance Document
X
101.SCH XBRL Taxonomy Extension Schema Document
X
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF 101.DEF XBRL Taxonomy Extension Definition Linkbase Document
X
101.LAB XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
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.
#
Management contract or compensatory plan or arrangement.
 
II-4

 
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amendment no. 2 to the registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 16th day of November, 2020.
MultiPlan Corporation
By:
Name:
Title:
Senior Vice President, General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
*
Mark Tabak
Chief Executive Officer (Principal Executive Officer) and Chairperson of the Board of Directors
*
David Redmond
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
*
Gerald Kozel
Chief Accounting Officer
(Principal Accounting Officer)
*
Allen R. Thorpe
Lead Independent Director
*
Glenn R. August
Director
*
Richard A. Clarke
Director
*
Anthony Colaluca
Director
*
Paul D. Emery
Director
*
Michael Klein
Director
*
P. Hunter Philbrick
Director
*
Bill Veghte
Director
*By:
Jeffrey Doctoroff
As Attorney-in-Fact
 
II-5


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-1/A’ Filing    Date    Other Filings
Filed on:11/16/204,  424B3,  EFFECT,  S-1/A,  SC 13D/A
10/30/208-K,  S-1
10/9/2025-NSE,  4,  8-K
7/13/208-K,  DEFA14A
2/19/203,  8-K
1/29/20DRS,  S-1
 List all Filings 


7 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/16/20  MultiPlan Corp.                   S-1/A                  4:7.8M                                   Toppan Merrill/FA
10/30/20  MultiPlan Corp.                   S-1                   64:10M                                    Toppan Merrill/FA
10/30/20  MultiPlan Corp.                   8-K:1,2,9  10/29/20    3:3M                                     Toppan Merrill/FA
10/09/20  MultiPlan Corp.                   8-K:1,2,3,410/08/20   34:14M                                    Toppan Merrill/FA
 7/13/20  MultiPlan Corp.                   8-K:1,2,3,7 7/13/20   10:6.7M                                   Toppan Merrill/FA
 2/19/20  MultiPlan Corp.                   8-K:8,9     2/13/20   15:1.5M                                   Toppan Merrill/FA
 1/29/20  MultiPlan Corp.                   S-1                   22:2.3M                                   Toppan Merrill/FA
Top
Filing Submission 0001104659-20-125714   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Tue., Apr. 30, 9:17:14.2pm ET