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Published on 7/28/2010 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

MultiPlan, Viant tender for 10 3/8%, 10 1/8% senior subordinated notes

By Jennifer Chiou

New York, July 28 - MultiPlan Inc. and subsidiary Viant Holdings, Inc. announced the start of cash tender offers for any and all of MultiPlan's $210,975,000 of 10 3/8% senior subordinated notes due 2016 and Viant's $185 million of 10 1/8% senior subordinated notes due 2017.

The companies are also soliciting consents to adopt certain proposed amendments to the note indentures that would eliminate substantially all of the restrictive covenants and certain event of default provisions and modify other provisions.

The offers are in connection with the July 8 merger agreement among MultiPlan Holdings, Inc., the ultimate parent of MultiPlan, TC Group, LLC, MPH Acquisition Corp. and MPH Merger Sub Corp. Under the agreement, MPH Merger Sub will merge with and into MultiPlan Holdings, with MultiPlan Holdings continuing as the surviving corporation.

The consent payment deadline is 5 p.m. ET on Aug. 10.

Holders will receive a total consideration calculated using the 0.875% Treasury due March 31, 2011 plus a spread of 50 basis points for the 10 3/8% notes and the 1.5% Treasury due July 15, 2012 plus 50 bps for the 10 1/8% notes, plus accrued interest to the Aug. 25 payment date. The payouts will include the consent payment of $30.00 per $1,000 principal amount for those who tender by the early deadline.

For each $1,000 principal amount, the payment will be the present value on the payment date of the sum of the redemption price - $1,051.88 for the 10 3/8% notes and $1,050.63 for the 10 1/8% notes - on the redemption date - April 15, 2011 for the 10 3/8% notes and July 15, 2012 for the 10 1/8% notes - determined using a discount factor from the aforementioned reference security and spread.

Holders who tender must deliver consents.

The offers are conditioned upon the merger, the receipt of tenders from holders of a majority of the notes as well as the execution of the supplemental indentures.

Global Bondholder Services Corp. is the information agent (866 407-3900). BofA Merrill Lynch is the dealer manager and solicitation agent (980 388-9217 or call collect 888 292-0070).

MultiPlan is a New York-based provider of health care cost management services.


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