AGREEMENT AND PLAN OF MERGER by and among CHURCHILL CAPITAL CORP III, MUSIC MERGER SUB I, INC., MUSIC MERGER SUB II LLC, POLARIS PARENT CORP. and POLARIS INVESTMENT HOLDINGS, L.P. dated as of July 12, 2020Merger Agreement • July 13th, 2020 • Churchill Capital Corp III • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 12, 2020, by and among Churchill Capital Corp III, a Delaware corporation (“Acquiror”), Music Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of Acquiror (“First Merger Sub”), Music Merger Sub II LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Acquiror (“Second Merger Sub”), Polaris Parent Corp., a Delaware corporation (the “Company”), and Polaris Investment Holdings, L.P., a Delaware limited partnership (“Holdings”). Acquiror, First Merger Sub, Second Merger Sub, the Company and Holdings are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 13th, 2020 • Churchill Capital Corp III • Blank checks • Delaware
THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, the “Investor Rights Agreement”), dated as of July 12, 2020 (the “Effective Date”), is made by and among (i) Churchill Capital Corp III, a Delaware corporation (“PubCo”); (ii) Polaris Investment Holdings, L.P., a Delaware limited partnership (“PIH”); (iii) each of the Persons identified on the signature pages hereto under the heading “Sellers” (collectively, the “Sellers”); (iv) Hellman & Friedman Capital Partners VIII, L.P., a Delaware limited partnership, in its capacity as the initial Seller Representative; (v) Churchill Sponsor III LLC, a Delaware limited liability company; (vi) the Person identified on the signature page hereto under the heading “Founder Holder” (the “Founder Holder”); (vii) Public Investment Fund of Saudi Arabia, the sovereign wealth fund of Saudi Arabia (“PIF”); and (viii) solely for purposes of Section 2.4, MultiPlan, Inc., a New York c
CONVERTIBLE Note Subscription AgreementConvertible Note Subscription Agreement • July 13th, 2020 • Churchill Capital Corp III • Blank checks • Delaware
This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Convertible Note Subscription Agreement”) is entered into this 12 day of July, 2020, by and among Churchill Capital Corp III, a Delaware corporation (the “Issuer”), Polaris Investment Holdings, L.P., a Delaware limited partnership (“Holdings”), Polaris Parent Corp., a Delaware corporation (“Music”), Polaris Intermediate Corp., a Delaware corporation and wholly-owned subsidiary of Music (the “Guarantor”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
MultiPlan and Churchill Capital Corp III Reach Agreement to CombineMerger Agreement • July 13th, 2020 • Churchill Capital Corp III • Blank checks
NEW YORK, NY — July 12, 2020 — Churchill Capital Corp III (“Churchill”) (NYSE: CCXX), a public investment vehicle, and MultiPlan, Inc. (“MultiPlan”), a market-leading, technology-enabled provider of end-to-end healthcare cost management solutions, announced today that they have entered into a definitive agreement to merge. The combined company will operate as MultiPlan and will be listed on the NYSE. The transaction implies an initial enterprise value for MultiPlan of approximately $11 billion or approximately 12.9x estimated 2021 Adjusted EBITDA. The transaction will bring to MultiPlan up to $3.7 billion of new equity or equity linked capital to substantially reduce its debt and fund new value-added services.
Re: Sponsor AgreementSponsor Agreement • July 13th, 2020 • Churchill Capital Corp III • Blank checks • Delaware
This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Churchill Capital Corp III, a Delaware corporation (“Acquiror”), Polaris Investment Holdings, L.P., a Delaware limited partnership (“Holdings”), Polaris Parent Corp., a Delaware corporation (“Parent”, and collectively with Holdings, the “Company”) and the other parties thereto (the “Merger Agreement”) and hereby amends and restates in its entirety that certain letter, dated February 13, 2020, from Churchill Sponsor III LLC (the “Sponsor”) and each of the undersigned individuals, each of whom is a member of Acquiror’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”) to Acquiror (the “Prior Letter Agreement”). Certain capitalized terms used herein are defined in paragraph 10 hereof. Capitalized terms used but not otherwise defined herein shall have the respective meanings asc
