Claritev CorpCTEV
Claritev Corp Debt Disclosure
Long-Term Debt
Outstanding long-term debt is summarized below (in thousands):
| Character | Priority | Maturity | Repayment | Coupon | December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||
| Term Loan B | Term Loan | Senior Secured | 9/1/2028 | Par | Variable | $ | — | $ | 1,281,938 | ||||||||||||||||||||||||||||||||
5.750% Notes | Notes | Senior Unsecured | 11/1/2028 | Par | 5.75 | % | 5,310 | 979,827 | |||||||||||||||||||||||||||||||||
5.50% Notes | Notes | Senior Secured | 9/1/2028 | Par | 5.50 | % | 5,814 | 1,050,000 | |||||||||||||||||||||||||||||||||
| Senior Convertible PIK Notes | Convertible Notes | Senior Unsecured | 10/15/2027 | Par | Cash 6.00%, or PIK7.00% | 420 | 1,253,890 | ||||||||||||||||||||||||||||||||||
| First-Out First Lien Term Loans | Term Loan | Senior Secured | 12/31/2030 | Par | Variable (1) | 322,611 | — | ||||||||||||||||||||||||||||||||||
| Second-Out First Lien Term Loans | Term Loan | Senior Secured | 12/31/2030 | Par | Variable (2) | 1,135,357 | — | ||||||||||||||||||||||||||||||||||
| Second-Out First Lien A Notes | Notes | Senior Secured | 12/31/2030 | Par | Cash 6.50% and PIK 5.00% | 627,998 | — | ||||||||||||||||||||||||||||||||||
| Second-Out First Lien B Notes | Notes | Senior Secured | 12/31/2030 | Par | 5.75 | % | 763,075 | — | |||||||||||||||||||||||||||||||||
| Third-Out First Lien A Notes | Notes | Senior Secured | 3/31/2031 | 107 | % | Cash 6.00% and PIK 0.75% | 765,520 | — | |||||||||||||||||||||||||||||||||
| Third-Out First Lien B Notes | Notes | Senior Secured | 3/31/2031 | 107 | % | Cash 6.00% and PIK 0.75% | 986,126 | — | |||||||||||||||||||||||||||||||||
| Other | Senior Secured | 2028-2029 | Par | 6.01% - 6.78% | 183 | 82 | |||||||||||||||||||||||||||||||||||
| Long-term debt | 4,612,414 | 4,565,737 | |||||||||||||||||||||||||||||||||||||||
| Less: current portion of long-term debt | (14,690) | (13,250) | |||||||||||||||||||||||||||||||||||||||
| Less: debt discounts, net | (18,717) | (21,485) | |||||||||||||||||||||||||||||||||||||||
| Less: debt issuance costs, net | (18,567) | (21,277) | |||||||||||||||||||||||||||||||||||||||
| Total Long-term debt, net | $ | 4,560,440 | $ | 4,509,725 | |||||||||||||||||||||||||||||||||||||
(1)Interest on the 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 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%.
Debt issuance, redemption and modification
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) "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 "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 "First-Out First Lien Term Loans"), (b) "second-out" 6.50% cash & 5.00% PIK first lien notes due 2030 issued by MPH (the "Second-Out First Lien A Notes") and (c) "second-out" 5.75% first lien notes due 2030 issued by MPH (the "Second-Out First Lien B Notes" and, together with the Second-Out First Lien A Notes, the "Second-Out First Lien Notes"); (ii) 5.750% Senior Notes due 2028 issued by MPH ("5.750% Notes") for a portion of (a) Second-Out First Lien A Notes, (b) Second-Out First Lien B Notes and (c) "third-out" 6.00% cash & 0.75% PIK first lien notes due 2031 issued by MPH (the "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) Second-Out First Lien A Notes, (b) Second-Out First Lien B Notes and (c) "third-out" 6.00% cash &
0.75% PIK first lien notes due 2031 issued by Claritev (the "Third-Out First Lien B Notes" and, together with the Third-Out First Lien A Notes, the "Third-Out First Lien Notes"); and (iv) MPH’s prior term loans maturing on September 1, 2028 (such loans, the "Prior 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 "Prior 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) First-Out First Lien Term Loans and (b) "second-out" first lien term loans maturing on December 31, 2030 under the First Lien Credit Agreement (the "Second-Out First Lien Term Loans") (collectively, the "Exchange Offers");
•(i) the termination of all revolving credit commitments under the Prior First Lien Credit Agreement (such commitments, the "Prior Revolving Credit Commitments") and (ii) the establishment of $350.0 million in "first-out" first lien revolving credit commitments terminating on December 31, 2029 under the First Lien Credit Agreement (such commitments, the "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 Prior Term Loans and Prior Revolving Credit Commitments to eliminate substantially all covenants, certain default provisions, and substantially all representations and warranties in the Prior 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 Prior 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 Prior 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 $350.0 million senior secured revolving credit facility maturing on December 31, 2029 under the 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 First Lien Credit Agreement.
As part of the Refinancing Transaction, we have incurred transaction expenses of $72.0 million, of which $8.0 million and $63.9 million have been expensed as incurred for years ended December 31, 2025 and 2024, respectively, and are included in Transaction costs related to refinancing transaction in the consolidated statements of operations and comprehensive loss. Debt issuance costs of $6.4 million associated with the 2025 Revolving Credit Facility are included in other assets on the consolidated balance sheets as of December 31, 2025. As of December 31, 2025, we have drawn $20.0 million under the 2025 Revolving Credit Facility loan and we have $6.4 million of outstanding letters of credit under such facility. Accordingly, we have access to an additional $323.6 million available for borrowing under the 2025 Revolving Credit Facility.
The Exchange Offers were treated as debt modifications, and all unamortized debt issue costs and discounts associated with the prior notes were ratably applied to the new notes issued, and will be amortized over the new term.
The Refinancing Transactions increased the Company’s taxable income for 2025 and the estimated income tax liability resulting from the transaction was between $50.0 million and $60.0 million.
During the year ended December 31, 2024, the Company repurchased and cancelled $21.1 million of the Senior Convertible PIK Notes. The repurchases resulted in the recognition of gain on debt extinguishment of $5.9 million for the year ended December 31, 2024, which are included in Loss (gain) on extinguishment of debt in the
consolidated statements of operations and comprehensive loss.
During the year ended December 31, 2023, the Company repurchased and cancelled $184.0 million and $25.0 million, of the 5.750% Notes and Senior Convertible PIK Notes, respectively. The repurchase resulted in the recognition of gain on debt extinguishment of $46.9 million and $7.1 million for the year ended December 31, 2023, for the 5.75% Notes and the Senior Convertible PIK Notes, respectively, which are included in Loss (gain) on extinguishment of debt in the consolidated statements of operations and comprehensive loss.
Debt Discounts
Some of our debt instruments have been issued with a discount. These discounts were capitalized and are being amortized over the term of the related debt using the effective interest method.
The following table is a summary of the cost and accumulated amortization of debt discounts (in thousands):
Discount Rate(1) | December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||
| Cost | Accumulated Amortization | Net | Cost | Accumulated Amortization | Net | |||||||||||||||||||||||||||||||||
| Term Loan B | 1.0% | $ | — | $ | — | $ | — | $ | 13,429 | $ | (5,963) | $ | 7,466 | |||||||||||||||||||||||||
| Senior Convertible PIK Notes | 2.5% | — | — | — | 32,189 | (18,170) | 14,019 | |||||||||||||||||||||||||||||||
First-Out First Lien Term Loans(1) | 1.0% | 793 | (106) | 687 | — | — | — | |||||||||||||||||||||||||||||||
Second-Out First Lien Term Loans(1) | 1.0% | 6,578 | (859) | 5,719 | — | — | — | |||||||||||||||||||||||||||||||
Second-Out First Lien A Notes(1) | 2.5% | 1,903 | (192) | 1,711 | — | — | — | |||||||||||||||||||||||||||||||
Second-Out First Lien B Notes(1) | 2.5% | 1,240 | (153) | 1,087 | — | — | — | |||||||||||||||||||||||||||||||
Third-Out First Lien B Notes(1) | 2.5% | 10,721 | (1,208) | 9,513 | — | — | — | |||||||||||||||||||||||||||||||
| Total debt discounts | $ | 21,235 | $ | (2,518) | $ | 18,717 | $ | 45,618 | $ | (24,133) | $ | 21,485 | ||||||||||||||||||||||||||
(1) The Exchange Offers were treated as debt modifications, and all unamortized debt discounts associated with the prior notes were ratably applied to the new notes issued and will be amortized over the new term.
Debt Issuance Costs
In connection with the issuance of our debt instruments, the Company incurred specific expenses related to raising the debt, including commissions, fees and expenses of investment bankers and underwriters, registration and listing fees, accounting and legal fees pertaining to the financing and other external, incremental expenses paid to advisors that were directly attributable to realizing the proceeds of the debt issues. These costs were capitalized and are being amortized over the term of the related debt using the effective interest method.
The following table is a summary of the cost and accumulated amortization of debt issuances costs (in thousands):
Amortization Period(1) | December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||
| Cost | Accumulated Amortization | Net | Cost | Accumulated Amortization | Net | ||||||||||||||||||||||||||||||||||||
| Term Loan B | 84 months | $ | — | $ | — | $ | — | $ | 7,316 | $ | (3,254) | $ | 4,062 | ||||||||||||||||||||||||||||
5.750% Notes | 96 months | 88 | (55) | 33 | 16,198 | (8,143) | 8,055 | ||||||||||||||||||||||||||||||||||
5.50% Notes | 84 months | 754 | (205) | 549 | 14,695 | (5,535) | 9,160 | ||||||||||||||||||||||||||||||||||
First-Out First Lien Term Loans(1) | 71 months | 1,949 | (244) | 1,705 | — | — | — | ||||||||||||||||||||||||||||||||||
Second-Out First Lien Term Loans(1) | 71 months | 3,625 | (441) | 3,184 | — | — | — | ||||||||||||||||||||||||||||||||||
Second-Out First Lien A Notes(1) | 71 months | 3,480 | (381) | 3,099 | — | — | — | ||||||||||||||||||||||||||||||||||
Second-Out First Lien B Notes(1) | 71 months | 5,271 | (702) | 4,569 | — | — | — | ||||||||||||||||||||||||||||||||||
Third-Out First Lien A Notes(1) | 74 months | 6,186 | (758) | 5,428 | — | — | — | ||||||||||||||||||||||||||||||||||
2025 Revolving Credit Facility(1)(2) | 59 months | 6,404 | (1,201) | 5,203 | 4,882 | — | 4,882 | ||||||||||||||||||||||||||||||||||
Prior Revolving Credit Commitment(2) | 84 months | — | — | — | 4,955 | (2,764) | 2,191 | ||||||||||||||||||||||||||||||||||
| Total debt issuance costs | $ | 27,757 | $ | (3,987) | $ | 23,770 | $ | 48,046 | $ | (19,696) | $ | 28,350 | |||||||||||||||||||||||||||||
(1)The Exchange Offers were treated as debt modifications, and all unamortized debt issuance costs associated with the prior notes were ratably applied to the new notes issued and will be amortized over the new term.
(2)The debt issuance costs associated with the revolving credit facility are included in other assets on the consolidated balance sheets.
Interest expense
The commitment fee and interest expense related to the 2025 Revolving Credit Facility and the revolving credit facility related to the Term Loan B (the "Revolver B") were $8.2 million for the year ended December 31, 2025. The commitment fee and interest expense related to Revolver B were $3.1 million and $2.8 million for the years ended December 31, 2024 and 2023, respectively. These amounts are included in interest expense in the consolidated statements of operations and comprehensive loss.
Interest expense related to long-term debt was $383.8 million, $323.3 million and $330.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. These amounts are included in the consolidated statements of operations and comprehensive loss. PIK interest accrual and accretion of debt repayment premium were $39.7 million and $17.9 million, respectively, for the year ended December 31, 2025, which were included in interest expense. Accrued PIK interest increases the principal amount of Second-Out First Lien A Notes, Third-Out First Lien A Notes and Third-Out First Lien B Notes on a semi-annual basis. Accretion of debt repayment premium, which is not subject to PIK interest calculation, increases the principal amount of Third-Out First Lien A Notes and Third-Out First Lien B Notes due to 107% principal payment requirement at maturity. PIK interest and the accretion of debt repayment premium are non-cash interest. No PIK interest nor accretion of debt repayment premium were incurred for the years ended December 31, 2024 and 2023.
Future principal payments
As of December 31, 2025, the aggregate future principal payments for long-term debt, excluding non-current finance lease liabilities (based on the outstanding long-term debt as of December 31, 2025 and assuming the payment are made at their respective anticipated payment dates) were as follows (in thousands):
For the years ended December 31, | |||||
| 2026 | $ | 14,690 | |||
| 2027 | 15,110 | ||||
| 2028 | 25,814 | ||||
| 2029 | 14,690 | ||||
| 2030 | 2,790,281 | ||||
| Thereafter | 1,751,646 | ||||
| Total | $ | 4,612,231 | |||
Guarantees
All obligations under the debt agreements governing the 2025 Revolving Credit Facility, the First Lien Term Loans, and the New Notes issued by MPH are unconditionally guaranteed by the Company, MPH Acquisition, Polaris Intermediate, Polaris Parent LLC ("Polaris Parent"), and each existing and subsequently acquired or organized direct or indirect wholly owned U.S. organized subsidiary of MPH (subject to certain exceptions). All obligations under the New Notes issued by Claritev are unconditionally guaranteed by MPH, MPH Acquisition Corp. 1 ("MPH Acquisition"), Polaris Intermediate, Polaris Parent, and each existing and subsequently acquired or organized direct or indirect wholly owned U.S. organized subsidiary of MPH (subject to certain exceptions). All such obligations, and the guarantees of such obligations, are secured, subject to permitted liens and other exceptions, by a first priority lien shared between the senior secured credit facilities and the New Notes on substantially all of the tangible and intangible property of the Company, MPH Acquisition, Polaris Intermediate, Polaris Parent, MPH and the subsidiary guarantors, and a pledge of all of the capital stock of each of their respective subsidiaries (subject to certain exceptions).The senior secured credit facilities and their guarantees are secured, subject to permitted liens and other exceptions, by a first priority lien on substantially all of MPH's and the subsidiary guarantors' tangible and intangible property, and a pledge of all of the capital stock of each of their respective subsidiaries.
The 5.50% Notes are guaranteed on a senior unsecured basis jointly and severally by the Company and its subsidiaries (subject to certain exceptions); provided that, as of January 30, 2025, the Released Guarantors are excluded from such guarantee.
The 5.750% Notes are guaranteed on a senior unsecured basis jointly and severally by the Company and its subsidiaries (subject to certain exceptions); provided that, as of January 30, 2025, the Released Guarantors are excluded from such guarantee.
The Senior Convertible PIK Notes are fully and unconditionally guaranteed by Polaris Intermediate.
Debt Covenants and Events of Default
The Company is subject to certain affirmative and negative debt covenants under the debt agreements governing our indebtedness that limit our and/or certain of our subsidiaries' ability to engage in specific types of transactions such as the ability to, among other things:
•incur additional indebtedness or issue disqualified or preferred stock;
•pay certain dividends or make certain distributions on capital stock or repurchase or redeem capital stock;
•make certain loans, investments or other restricted payments;
•transfer or sell certain assets;
•incur certain liens;
•place restrictions on the ability of its subsidiaries to pay dividends or make other payments to us;
•guarantee indebtedness or incur other contingent obligations;
•prepay junior debt and make certain investments;
•consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or dispose of all or substantially all of its business units, assets or other properties; and
•engage in transactions with our affiliates.
The 5.50% Notes, 5.750% Notes, First-Out First Lien Term Loans, Second-Out First Lien Term Loans, and the New Notes have speculative grade ratings. The Term Loan B and Senior Convertible PIK Notes are unrated.
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 ended 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 $15.0 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 December 31, 2025, we did not exceed the financial covenant threshold under the 2025 Revolving Credit Facility to warrant additional compliance testing.
As of December 31, 2025, 2024 and 2023, we were in compliance with all of the debt covenants.
The debt agreements governing our senior secured indebtedness contain customary events of default, subject to grace periods and exceptions, which include, among other events, payment defaults, cross-defaults to certain material indebtedness, certain events of bankruptcy, material judgments, failure of a guarantee on the liens on material collateral to remain in effect, and, in the case of the debt agreements governing the senior secured credit facilities, and any change of control. Upon the occurrence of an event of default under such debt agreements, the lenders and holders of such debt will be permitted to accelerate the repayment of the loans and terminate the commitments, as applicable, thereunder and exercise other specified remedies available to the lenders and holders thereunder.
As a result of the Refinancing Transaction, (i) the Company and MPH entered into the amendment to the Existing First Lien Credit Agreement (the "Credit Agreement Amendment") and supplemental indentures with respect to the 5.50% Notes, the 5.750% Notes and the Senior Convertible PIK Notes, which had the effect of eliminating substantially all of the covenants and events of defaults in the Existing First Lien Credit Agreement and in the indentures governing such notes.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2020 | Mar 16, 2021 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.