Item 1.01. Entry into a Material Definitive Agreement.
On September 13, 2021, ModivCare Inc., a Delaware corporation ("ModivCare"),
entered into a Ninth Amendment (the "Ninth Amendment") to its Amended and
Restated Credit and Guaranty Agreement, dated as of August 2, 2013 (as amended,
the "Credit Agreement"), pursuant to which the Credit Agreement was amended to,
among other things, (a) permit the issuance by ModivCare of its 5.000% senior
notes due 2029, the proceeds of which have been placed in escrow pending the
consummation of the acquisition of VRI Intermediate Holdings, LLC (the "VRI
Acquisition"), and (b) revise certain financial covenants therein to permit the
consummation of the VRI Acquisition.
The foregoing description of the Ninth Amendment does not purport to be complete
and is qualified in its entirety by reference to the full text of the Ninth
Amendment, which is attached as Exhibit 10.1 hereto and incorporated herein by
reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On September 14, 2021, ModivCare completed its previously announced acquisition
(the "CFTC Acquisition") of Care Finders Total Care LLC ("CFTC") pursuant to an
Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 25,
2021, by and among ModivCare, CFTC, Socrates Health Holdings, LLC, a
wholly-owned subsidiary of ModivCare ("Parent"), Saints Merger Sub LLC, a
wholly-owned subsidiary of Parent ("Merger Sub"), and Shareholder Representative
Services LLC, in its capacity as the seller representative under the Merger
Agreement. Pursuant to the terms of the Merger Agreement, Merger Sub merged with
and into CFTC, with CFTC surviving the merger and becoming a wholly-owned
subsidiary of Parent.
The aggregate consideration paid in the CFTC Acquisition was approximately
$340,000,000 in cash, subject to certain adjustments, including adjustments
based on a determination of net working capital, cash, transaction expenses and
indebtedness, as provided in the Merger Agreement. The consideration was funded
by ModivCare with a combination of cash on hand and borrowings under ModivCare's
existing credit facility.
Item 8.01. Other Events.
On September 14, 2021, ModivCare issued a press release announcing the
completion of the CFTC Acquisition, a copy of which is filed as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Ninth Amendment to Credit Agreement dated as of September 13, 2021,
among ModivCare Inc., the guarantors party thereto, the lenders party
thereto and Bank of America, N.A., as Administrative Agent.
99.1 Press Release issued by ModivCare Inc. on September 14, 2021.
104 The cover page from this Current Report on Form 8-K, formatted as
Inline XBRL.
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