v3.25.2
Long-Term Debt
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt
As of June 30, 2025, and December 31, 2024, long-term debt consisted of the following:
Key TermsJune 30, 2025December 31, 2024
(in thousands)CharacterPriorityMaturityRepaymentCoupon
Term Loan BTerm LoanSenior Secured9/1/2028ParVariable$— $1,281,938 
5.750% Notes
NotesSenior Unsecured11/1/2028Par5.75%5,310 979,827 
5.50% Notes
NotesSenior Unsecured9/1/2028Par5.50%5,814 1,050,000 
Senior Convertible PIK NotesConvertible NotesSenior Unsecured10/15/2027Par
Cash 6.00%, or PIK 7.00%
420 1,253,890 
New First-Out First Lien Term LoansTerm LoanSenior Secured12/31/2030Par
Variable(1)
324,236 — 
New Second-Out First Lien Term LoansTerm LoanSenior Secured12/31/2030Par
Variable(2)
1,141,076 — 
New Second-Out First Lien A NotesNotesSenior Secured12/31/2030Par
Cash 6.50% and PIK 5.00%
612,681 — 
New Second-Out First Lien B NotesNotesSenior Secured12/31/2030Par5.750%763,075 — 
New Third-Out First Lien A NotesNotesSenior Secured3/31/2031107%
Cash 6.00% and PIK 0.75%
758,419 — 
New Third-Out First Lien B NotesNotesSenior Secured3/31/2031107%
Cash 6.00% and PIK 0.75%
976,979 — 
Finance lease obligations, non-currentOtherSenior Secured2022-2024Par
3.38% - 20.31%
64 82 
Long-term debt4,588,074 4,565,737 
Less: current portion of long-term debt(14,690)(13,250)
Less: debt discounts, net(20,243)(21,485)
Less: debt issuance costs, net(20,063)(21,277)
Long-term debt, net$4,533,078 $4,509,725 
(1)Interest on the New First-Out First Lien Term Loans (as defined below) is calculated, at MPH Acquisition Holdings LLC's ("MPH") option, as (a) Term Secured Overnight Financing Rate ("Term SOFR") (or 0.50%, if higher) plus 3.75% or (b)(x) the highest rate of (1) the prime rate, (2) the federal funds effective rate plus 0.50%, (3) Term SOFR for an interest period of one month plus 1.00% and (4) 1.50% plus (y) 2.75%.
(2)Interest on the New Second-Out First Lien Term Loans (as defined below) is calculated, at MPH's option, as (a) Term SOFR (or 0.50%, if higher) plus the applicable SOFR adjustment plus 4.60% or (b)(x) the highest rate of (1) the prime rate, (2) the federal funds effective rate plus 0.50%, (3) Term SOFR for an interest period of one month plus the applicable SOFR adjustment plus 1.00% and (4) 1.50% plus (y) 3.60%.
As of June 30, 2025, the aggregate future principal payments for long-term debt, including non-current finance lease liabilities, for each of the next five years and thereafter are as follows:
($ in thousands)
2025$14,653 
202614,685 
202715,105 
202825,777 
202914,653 
Thereafter4,503,201 
Total$4,588,074 
On January 30, 2025, the Company, MPH and certain other of the Company’s direct and indirect subsidiaries completed the Refinancing Transaction. As used herein, references to the “Refinancing Transaction” are to the below transactions, which were consummated on January 30, 2025:
•separate offers to exchange (i) 5.50% Senior Notes due 2028 issued by MPH ("5.50% Notes") for a portion of (a) new “first-out” first lien term loans maturing on December 31, 2030 under that certain Super Senior Credit Agreement, dated as of January 30, 2025 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "New First Lien Credit Agreement"), by and among MPH, as borrower, MPH Acquisition, the parent guarantors from time to time party thereto, the co-obligors from time to time party thereto, the lenders from time to time party thereto, and Goldman Sachs Lending Partners LLC, as administrative agent, collateral agent, swingline lender, and a letter of credit issuer (such loans, the “New First-Out First Lien Term Loans”), (b) new “second-out” 6.50% cash & 5.00% PIK first lien notes due 2030 issued by MPH (the “New Second-Out First Lien A Notes”) and (c) new “second-out” 5.75% first lien notes due 2030 issued by MPH (the “New Second-Out First Lien B Notes” and, together with the New Second-Out First Lien A Notes, the “New Second-Out First Lien Notes”); (ii) 5.750% Senior Notes due 2028 issued by MPH ("5.750% Notes") for a portion of (a) New Second-Out First Lien A Notes, (b) New Second-Out First Lien B Notes and (c) new “third-out” 6.00% cash & 0.75% PIK first lien notes due 2031 issued by MPH (the “New Third-Out First Lien A Notes”); (iii) the 6.00% / 7.00% Convertible Senior PIK Toggle Notes due 2027 ("Senior Convertible PIK Notes") for a portion of (a) New Second-Out First Lien A Notes, (b) New Second-Out First Lien B Notes and (c) new “third-out” 6.00% cash & 0.75% PIK first lien notes due 2031 issued by Claritev (the “New Third-Out First Lien B Notes” and, together with the New Third-Out First Lien A Notes, the “New Third-Out First Lien Notes”); and (iv) MPH’s existing term loans maturing on September 1, 2028 (such loans, the “Existing Term Loans”) under that certain Credit Agreement, dated as of August 24, 2021 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), by and among MPH, as borrower, MPH Acquisition, the co-obligors from time to time party thereto, the lenders from time to time party thereto, and Goldman Sachs Lending Partners LLC, as administrative agent, collateral agent, swingline lender and a letter of credit issuer for a portion of (a) New First-Out First Lien Term Loans and (b) new “second-out” first lien term loans maturing on December 31, 2030 under the New First Lien Credit Agreement (the “New Second-Out First Lien Term Loans”) (collectively, the “Exchange Offers”);
•(i) the termination of all revolving credit commitments under the Existing First Lien Credit Agreement (such commitments, the “Existing Revolving Credit Commitments”) and (ii) the establishment of $350 million in new “first-out” first lien revolving credit commitments terminating on December 31, 2029 under the New First Lien Credit Agreement (such commitments, the “New Revolving Commitments”);
•the related consent solicitations (the “Consent Solicitations”) to (i) holders of the 5.50% Notes, the 5.750% Notes and the Senior Convertible PIK Notes to remove substantially all of the covenants, certain events of default and certain other provisions contained in the indentures governing the 5.50% Notes, the 5.750% Notes and the Senior Convertible PIK Notes, and to release all of the collateral securing the 5.50% Notes and (ii) to holders of Existing Term Loans and Existing Revolving Credit Commitments to eliminate substantially all covenants, certain default provisions, and substantially all representations and warranties in the Existing First Lien Credit Agreement, as well as release certain of the collateral and guarantors thereunder, which had the effect of releasing (i) the same guarantors under the indentures governing the 5.50% Notes and the 5.750% Notes and (ii) the same collateral securing the 5.50% Notes; and
•the amendment to the Existing First Lien Credit Agreement (the “Credit Agreement Amendment”) to (i) explicitly permit the Refinancing Transaction, (ii) eliminate substantially all affirmative covenants, negative covenants, representations and warranties and events of default set forth in the Existing First Lien Credit Agreement and (iii) release the Released Guarantors from their guarantee obligations and release any and all security interests or liens on the assets of such Released Guarantors.

As used herein, references to “Released Guarantors” are to (i) Benefits Science LLC, (ii) BST Acquisition Corp., (iii) American Lifecare Holdings, Inc., (iv) American Lifecare, Inc., (v) Statewide Independent PPO Inc., (vi) Private Healthcare Systems, Inc., (vii) HST, (viii) HST Acquisition Corp., (ix) Launchpoint Ventures, LLC, (x) DHP Acquisition Corp. and (xi) Data & Decision Science LLC.
Interest on the revolving loans (borrowed pursuant to MPH's $350 million senior secured revolving credit facility maturing on December 31, 2029 under the New First Lien Credit Agreement (the "2025 revolving credit facility")) is calculated, at MPH’s option, as (a) Term SOFR (or 0.00%, if higher) plus 3.75% or (b) (x) the highest rate of (1) the prime rate, (2) the federal funds effective rate plus 0.50%, (3) Term SOFR for an interest period of one month plus 1.00% and (4) 1.00% plus (y) 2.75%. We are obligated to pay a commitment fee on the average daily unused amount of our 2025 revolving credit facility. The fee can range from an annual rate of 0.25% to 0.50% based on our consolidated first out first lien debt to consolidated EBITDA ratio, as defined in the New First Lien Credit Agreement.
As part of the Refinancing Transactions, we have incurred transaction expenses of approximately $71.8 million, of which $63.9 million, $7.8 million, and $0.1 million have been expensed as incurred for twelve months ending December 31, 2024, three months ended March 31,2025, and three months ended June 30, 2025, respectively, and are included in Transaction Costs in the accompanying unaudited condensed consolidated statements of loss and comprehensive loss. Debt issuance costs of $4.9 million associated with the 2025 revolving credit facility are included in other assets in the accompanying unaudited condensed consolidated balance sheets as of December 31, 2024. Certain transaction costs were paid in conjunction with the transaction closing and, as such, the revolver was drawn down in the amount of $130 million to fund the Refinancing Transaction. The 2025 revolving credit facility had $80 million and $0 outstanding at June 30, 2025 and December 31, 2024, respectively.
The Exchange Offers were treated as debt modifications, and all unamortized debt issue costs and discounts associated with the pre-existing notes were ratably applied to the new notes issued, and will be amortized over the new term.
The Refinancing Transactions will increase the Company’s taxable income for the year. Additional income tax due, estimated between $55 million and $75 million, are paid in the ordinary course of business throughout the remainder of 2025.
The financial covenant under the 2025 revolving credit facility is such that, if as of the last day of any fiscal quarter of MPH (commencing with the fiscal quarter ending March 31, 2025), the aggregate amount of loans under the 2025 revolving credit facility, letters of credit issued under the 2025 revolving credit facility (to the extent not cash collateralized or backstopped or, in the aggregate, in excess of $15 million) and swingline loans are outstanding and/or issued in an aggregate amount greater than 40.0% of the total commitments in respect of the 2025 revolving credit facility at such time, the 2025 revolving credit facility will require MPH to maintain a consolidated first out, first lien debt to consolidated EBITDA ratio not to exceed 2.50 to 1.00. As of June 30, 2025, we did not meet the financial covenant threshold and had $263.6 million of loan availability under the revolving credit facility.
As of June 30, 2025 and December 31, 2024, 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”.