Blog: MULTIPLAN CORP FILES (8-K) Disclosing Regulation FD Disclosure, Other Events, Financial Statements and Exhibits – Insurance News Net

Item 7.01 Regulation FD Disclosure.

On November 17, 2022, the Company issued a press release to announce that it and
certain current and former directors have entered into a settlement agreement to
resolve the Delaware Action (as defined below). A copy of the press release is
furnished as Exhibit 99.1 to this report.

The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or
otherwise subject to liabilities under that section, and shall not be deemed to
be incorporated by reference into the filings of the Company under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
regardless of any general incorporation language in such filings. This Current
Report will not be deemed an admission as to the materiality of any of the
information in this Item 7.01, including Exhibit 99.1.

Item 8.01 Other Events.

As previously disclosed in the Company’s Securities and Exchange Commission
filings on March 25, 2021 and April 9, 2021, a consolidated lawsuit captioned In
Re MultiPlan Corp. Stockholders Litigation, C.A. No. 2021-0300-LWW (Del. Ch.)
(the “Delaware Action”) has been proceeding in the Delaware Court of Chancery
related to the October 8, 2020 transactions (the “business combination”) between
Churchill Capital Corp III (“Churchill III,” now known as MultiPlan) and Polaris
Parent Corp., Polaris Investment Holdings, L.P., and certain affiliates thereof.
Defendants in the lawsuit include the former directors of Churchill III as well
as affiliates of Churchill III’s sponsor (collectively, the “Defendants”).

On November 17, 2022, the Company and the parties to the lawsuit entered into a
settlement agreement to fully and finally resolve the Delaware Action. The
settlement agreement expressly provides that the settlement does not constitute
an admission by the Defendants or a finding that the claims asserted in the
Delaware Action had any merit, and the Defendants continue to strongly deny the
allegations of liability in the lawsuit. As provided in the settlement
agreement, the Defendants do not acknowledge any wrongdoing, fault, liability or
damages. In connection with the settlement, the Company and its insurers have
agreed to pay $33.75 million in exchange for a broad release of all claims
related to the business combination and ownership of Churchill III stock and
warrants from February 19, 2020 through October 8, 2020. The settlement is being
paid pursuant to the Company’s indemnification obligations and from available
director and officer insurance policies.

The Delaware Action settlement is subject to court approval. The Company
anticipates that settlement class members will receive notice of the proposed
settlement, which will include additional information and details about the
proposed settlement. The Company anticipates, subject to court approval, that
the settlement will be finalized in the first half of 2023 and that, upon
approval by the court, the settlement will bring to an end all pending
shareholder litigation against the Company and its directors.

——————————————————————————–

Forward-Looking Statements

This report includes statements that express our opinions, expectations,
beliefs, and plans regarding future events or future results and therefore are,
or may be deemed to be, “forward-looking statements”. These forward-looking
statements include all matters that are not historical facts, including
MultiPlan’s expectations and beliefs with respect to the merit of the
allegations against the defendants, the eventual resolution of the litigation
and the impact of such resolution on MultiPlan. Such forward-looking statements
are based on currently available information and management’s expectations,
beliefs and forecasts concerning future events impacting the business. There can
be no assurance that future developments affecting our business will be those
that we have anticipated.

These forward-looking statements involve a number of risks, uncertainties (some
of which are beyond our control) or other assumptions that may cause actual
results or performance to be materially different from those expressed or
implied by these forward-looking statements. These factors include those
disclosed in our Securities and Exchange Commission filings from time to time,
including, without limitation, those factors described in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2021 and our Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 2022; and other factors
beyond our control. Should one or more of these risks or uncertainties
materialize, or should any of the assumptions prove incorrect, actual results or
outcomes may vary in material respects from those projected in these
forward-looking statements. Forward-looking statements speak only as of the date
made. We do not undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are included in this Form 8-K:


            99.1     Press Release, dated November 17, 2022.
            104      Cover Page Interactive Data File (the cover page XBRL tags are embedded
                     in the Inline XBRL document).

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