Exhibit 4.7(b)
Xxxxxxx X. Xxxxxx
Chairman & Chief Executive Officer
Writer's Ext. 2320
July 26, 2002
VIA FACSIMILE (000) 000-0000
HealthPlan Holdings, Inc.
c/o SunCapital Advisors II, L.P.
0000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
Attention: Xx. Xxxxxx X. Xxxxxx
Re: Letter Agreement dated July 1, 2002 regarding Shares of Common Stock,
par value $0.01 per share ("Common Stock") of PlanVista Corporation
("PVC") Owned by HealthPlan Holdings, Inc. ("HPHI")
Dear Xxxxxx:
On July 1, 2002, you executed a letter agreement with us relating to the
sale of certain shares of PlanVista Corporation owned by you and various
registration rights which you possess with respect to shares of PlanVista
Corporation owned by you (the "Letter Agreement"). A copy of that letter is
attached hereto as Exhibit A. In connection with the transactions contemplated
by this letter, we have filed a Third Amendment to our Registration Statement on
Form S-1 which is referenced therein and have been advised by Friedman,
Billings, Xxxxxx & Co., Inc., our underwriters, that due to existing market
conditions we should obtain an extension of the time of the expected closing of
this offering until September 11, 2002. We have circulated a request for this
extension to our senior lenders and subject to and conditioned upon receipt of
our senior lenders' agreement to extend the date for completion of this offering
from August 12 to September 11, 2002, we ask you to extend the August 12, 2002
date in paragraphs 1 and 7 of the Letter Agreement from August 12, 2002 to
September 11, 2002.
Please indicate your acceptance of this amendment to the Letter Agreement
by signing as indicated below. This amendment is expressly conditioned upon our
receipt from all of our senior lenders of their agreement to extend the time for
completion of the offering and exercise of the option granted to us by our
senior lenders on April 12, 2002 to retire our outstanding preferred
Xx. Xxxxxx X. Xxxxxx
July 26, 2002
Page 2
stock and senior lender debt from its current expiration date of August 12, 2002
until September 11, 2002.
We very much appreciate your understanding and cooperation.
Sincerely yours,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
AGREED AND ACCEPTED
this 26th day of July, 2002:
HEALTHPLAN HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------------------------
Xxxxxx X. Xxxxxx
Title: Vice President
-----------------------------------------------
EXHIBIT "A"
Xxxxxxx X. Xxxxxx
Chairman & Chief Executive Officer
Writer's Ext. 2320
July 1, 2002
VIA FACSIMILE (000) 000-0000
HealthPlan Holdings, Inc.
c/o SunCapital Advisors II, L.P.
0000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
Attention: Xx. Xxxxxx X. Xxxxxx
Re: Shares of Common Stock, par value $0.01 per share ("Common Stock") of
PlanVista Corporation ("PVC") Owned by HealthPlan Holdings, Inc.
("HPHI")
Dear Xxxxxx:
In connection with the June 2001 sale of HealthPlan Services, Inc. by PVC
to HPHI, PVC issued to HPHI 811,726 shares of Common Stock (the "Purchased
Shares") and a $5 million convertible promissory note (the "Note"). In addition,
HPHI and PVC entered into that certain registration rights agreement, dated as
of June 18, 2001 (the "Registration Rights Agreement"), pursuant to which PVC
granted to HPHI various registration rights with respect to the Purchased Shares
and Registrable Securities (as defined in the Registration Rights Agreement).
On August 1, 2001, in accordance with the Registration Rights Agreement,
PVC filed a registration statement on Form S-1 covering the Purchased Shares (as
well as shares owned by certain other stockholders), which, to date, has not
been made effective. As a result of PVC's failure to effect the registration of
the Purchased Shares, under the terms of the Registration Rights Agreement, PVC
has issued to HPHI 100,000 shares of Common Stock (the "Late Registration
Penalty Shares") as penalty payments for its failure to effect the registration
statement by certain specified dates and 100,000 shares of Common Stock (the
"Redemption Default Cap Shares") for its failure to redeem the Purchased Shares
for cash.
PVC issued to HPHI 27,726 shares of Common Stock on March 18, 2002 as
interest under the Note (for the period from June 18, 2001 through December 31,
2001) and an additional 13,826
Xx. Xxxxxx X. Xxxxxx
July 1, 2002
Page 2
shares of Common Stock on June 7, 2002 as interest under the Note (for the
period from January 1, 2002 through April 12, 2002, the date of conversion of
the Note) (in the aggregate, the "Interest Shares").
On April 12, 2002, PVC completed a debt restructuring transaction (the
"Restructuring") with its senior lenders. In connection with the Restructuring,
the Note was converted into 813,273 shares of Common Stock (the "Conversion
Shares").
PVC intends to commence an underwritten public offering (the "Offering") of
shares of Common Stock, the proceeds of which will be used primarily to repay
outstanding amounts owed to its senior lenders under the Restructuring and to
redeem the shares of Series C preferred stock, par value $.01 per share, issued
to PVC's senior lenders in connection with the Restructuring (the "Series C
Preferred Stock"). PVC has prepared a registration statement on Form S-1 (the
"Registration Statement") to register the shares of Common Stock to be sold in
the Offering. PVC intends to include shares of Common Stock held by certain
stockholders, with respect to which PVC has granted registration rights, in the
Offering. PVC has provided to HPHI a draft of the Registration Statement for
HPHI's review, and a copy of the Registration Statement as filed with the
Securities and Exchange Commission.
In addition, PVC has agreed to register for resale on a shelf registration
statement as soon as practicable after the 180-day period following the
consummation of the Offering (the "Lock-Up Period"), certain shares of Common
Stock that will not be included in the Offering, but with respect to which PVC
has granted registration rights, and HPHI has agreed to comply with certain
selling restrictions during the Lock-Up Period, to the extent applicable to HPHI
(as herein provided).
In light of the foregoing and pursuant to our recent conversations, HPHI
and PVC hereby agree as follows:
1. HPHI will not request a demand registration pursuant to the Registration
Rights Agreement while the Offering is pending, but if the Offering has not been
consummated by August 12, 2002, this provision will be of no further force or
effect.
2. Immediately following the consummation of the Offering, PVC will redeem
the Conversion Shares in exchange for $5 million in cash from the proceeds of
the Offering. In the event that any of the Conversion Shares are not redeemed by
PVC upon completion of the Offering, then at HPHI's election, the Company will
register such shares on the shelf registration statement as provided in
paragraph 5 hereof and in no event shall the Conversion Shares be subject to the
restrictions set forth in paragraph 3 hereof during the Lock-Up Period.
3. PVC will register the 811,726 Purchased Shares, the 100,000 Late
Registration Penalty Shares and the 41,552 Interest Shares (collectively, the
"Eligible Shares") in the Offering.
Xx. Xxxxxx X. Xxxxxx
July 1, 2002
Page 3
At or prior to the time of pricing, HPHI must elect, irrevocably, whether or not
to sell the Eligible Shares in the Offering (which election shall either be to
sell all or none of such Eligible Shares), by executing and delivering a notice,
in the form of Attachment A hereto, to Friedman, Billings, Xxxxxx & Co., Inc.,
0000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxx, XX 00000; Attn: Xxxxx van der Meer;
facsimile (000) 000-0000. Should HPHI elect to sell the Eligible Shares in the
Offering, HPHI will execute an underwriting agreement with Friedman, Billings,
Xxxxxx & Co., Inc. ("FBR"), PVC's managing underwriters in the Offering, and
PVC, pursuant to which HPHI will agree to sell the Eligible Shares in the
Offering in accordance with the terms thereof. In the event that FBR recommends
a reduction in the number of shares to be sold in the Offering, HPHI will
receive priority over any other selling stockholder with respect to the sale of
its shares in the Offering, and will be the last selling stockholder to be
required to reduce the number of shares to be sold. Additionally, to the extent
that any of the Eligible Shares are cut back by FBR, PVC or otherwise, these
Eligible Shares shall not be subject to the Lock-Up Agreement referred to below.
Should HPHI elect not to sell the Eligible Shares in the Offering, HPHI will
enter into a lock-up agreement with FBR, containing terms and conditions
customary for a lock-up agreement, the terms of which will include HPHI's
agreement that, except as provided in the immediately preceding sentence, during
the Lock-Up Period, it will not, without the prior written consent of FBR, (1)
exercise any registration rights granted to it under the Registration Rights
Agreement or (2) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any Eligible Shares not being sold in the Offering or
any Redemption Default Cap Shares or any other equity securities of PVC that it
may acquire, or any securities convertible into or exercisable or exchangeable
for equity securities of PVC, or enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of such equity securities of PVC, whether any such transaction is to
be settled by delivery of Common Stock or other securities, in cash or otherwise
(the "Lock-Up Agreement").
4. If FBR exercises its right to increase the size of the Offering by
purchasing additional shares pursuant to the 30-day option to be contained in
the Underwriting Agreement (the "Green Shoe Option"), to the extent that the
proceeds to PVC from the exercise of the Green Shoe Option are sufficient, PVC
will redeem the Redemption Default Cap Shares to the extent the proceeds permit
and the redemption price shall be the offering price per share for shares sold
in the offering net of underwriting discounts and commissions.
5. If the offering closes and the Redemption Default Cap Shares are not
fully redeemed, such unredeemed shares shall be subject to the Lock-Up Agreement
and, following the Lock-Up Period, subject to all other existing registration
rights granted as of the date hereof, PVC will register the Redemption Default
Cap Shares, which were not redeemed pursuant to the provisions of paragraph 4
above, if any, on a registration statement to be filed with the Securities and
Exchange Commission for the sale, on a continuous or delayed basis, of shares of
Common Stock held by certain stockholders (the "Shelf Registration Statement").
In addition, should HPHI
Xx. Xxxxxx X. Xxxxxx
July 1, 2002
Page 4
elect not to sell or be unable to sell (as a result of a required reduction by
FBR as described in paragraph 3 above) any of the Eligible Shares in the
Offering, PVC will register such shares on the Shelf Registration Statement. In
the event that any of the Conversion Shares are not redeemed upon completion of
the Offering, HPHI may also elect to include any such Conversion Shares in the
Shelf Registration Statement.
6. Should HPHI elect to include the Eligible Shares in the Offering, such
registration will fulfill PVC's registration obligation pursuant to Section 2.1
of the Registration Rights Agreement and will constitute an exercise of HPHI's
"piggy-back" registration rights with respect to such shares. Except as set
forth above, unless and until all of HPHI's PVC shares covered thereby are
disposed of in a transaction in which no registration rights continue in
accordance with the terms thereof, all rights granted to HPHI under the
Registration Rights Agreement remain in full force and effect including, without
limitation, HPHI's right to two demand registrations.
7. Notwithstanding anything stated herein, the foregoing agreements shall
be of no force and effect in the event that the Offering is not consummated by
August 12, 2002. Any reference to a number of shares of Common Stock in this
letter agreement does not reflect the effect of PVC's contemplated one-for-five
reverse stock split that is to take effect prior to the effective date of the
Offering, and is subject to adjustment for such reverse stock split.
Please sign where indicated below to indicate your acceptance of the
foregoing. I very much appreciate your understanding and cooperation.
Sincerely yours,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Chairman of the Board
AGREED AND ACCEPTED
this 1st day of July, 2002:
HEALTHPLAN HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx
Title: Vice President
-----------------------------
Attachment A
Notice of Election to Participate in the Offering
Friedman, Billings, Xxxxxx & Co., Inc.
0000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxx Van der Meer
HealthPlan Holdings, Inc. ("HPHI") hereby irrevocably agrees to sell [_]
all / [_] none of the _________ shares of PlanVista Corporation ("PVC") common
stock, par value $0.01 per share, owned by HPHI, constituting the Eligible
Shares, as defined in the letter agreement (the "Letter Agreement") dated July
__, 2002, between HPHI and PVC, in the Offering pursuant to the Registration
Statement (each as defined in the Letter Agreement), subject to the terms
thereof.
HEALTHPLAN HOLDINGS, INC.
By:
------------------------------------
Xxxxxx X. Xxxxxx
Title:
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