Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events Restructuring Support Agreement On August 20, 2025, the Company entered into a Restructuring Support Agreement (the "RSA") with certain creditors, including (a) an ad hoc group of certain first lien lenders (the “Consenting First Lien Lenders”) under that certain Credit Agreement, dated as of February 3, 2022 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), and (b) an ad hoc group of second lien noteholders (the “Consenting Second Lien Noteholders” and together with the Consenting First Lien Lenders, the “Consenting Creditors”) of ModivCare’s Second Lien Senior Secured PIK Toggle Notes due 2029 (the “Second Lien Notes”), issued under that certain Second Lien Senior Secured PIK Toggle Notes Indenture, dated as of March 7, 2025, by and between ModivCare, as issuer, certain subsidiaries of ModivCare, as guarantors, and Ankura Trust Company, LLC, as trustee (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Second Lien Notes Indenture”). As set forth in the RSA, including in the term sheet attached thereto (the “Restructuring Term Sheet”), the parties to the RSA have agreed on the principal terms of a proposed financial restructuring of the Company (the “Restructuring”). On August 20, 2025 (the “Petition Date”), the Company commenced voluntary cases (collectively, the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) providing for a court-administered reorganization pursuant to the terms of the RSA and Restructuring Term Sheet. The RSA and the Plan contemplate a comprehensive restructuring of the Company’s debt obligations and capital structure and a recapitalization of the Company. Specifically, the RSA, the Restructuring Term Sheet, and the Plan provide, in pertinent part, as follows: •Certain of the Consenting Creditors providing $100 million in debtor-in-possession financing to fund the Chapter 11 Cases; •Up to $300 million of takeback term loans upon emergence from chapter 11; •The conversion of approximately $871 million in principal claims under the Existing First Lien Credit Agreement into $200 million of exit debt and 98% of the reorganized Debtors’ pro forma equity, subject to dilution by DIP Backstop Premium (defined below), the management incentive plan, and the New Warrants (defined below); •The conversion of approximately $316 million in principal claims under the Second Lien Notes Indenture into equity in the reorganized Debtors’ pro forma equity, subject to dilution by DIP Backstop Premium, the management incentive plan, and the New Warrants; •The Holders of Second Lien Notes Claims and other General Unsecured Claims are to receive their pro rata of 2% of the equity in the reorganized Debtors' pro forma equity, subject to dilution by DIP Backstop Premium, the management incentive plan, and the New Warrants; •The issuance of the Series A Warrants, the Series B Warrants, and the Series C Warrants (as defined in the Restructuring Term Sheet, the “New Warrants”) to the Second Lien Noteholders and Holders of General Unsecured Claims; •The opportunity for certain holders of unsecured claims against the Company (including Second Lien Notes, General Unsecured Claims, and Subordinated Unsecured Claims) to participate in a potential equity rights offering of up to $200 million (the “Equity Rights Offering”); and •The reorganized Company’s entry into a new money revolving credit facility of up to $250 million. Upon consummation, the Restructuring will affect a significant deleveraging of the Company’s capital structure by reducing the Company’s total funded debt (including accrued but unpaid interest) by approximately $1.1 billion. The RSA contains certain representations, warranties, and covenants on the part of the Company and the Consenting Creditors, including limitations on the parties’ ability to pursue alternative transactions, commitments by the Consenting Creditors to vote in favor of a pre-arranged joint plan of reorganization (the “Plan”), and commitments of the Company and the Consenting Creditors to cooperate in good faith to finalize the documents and agreements contemplated by the RSA and the Restructuring Term Sheet. The RSA includes certain milestones (the “Milestones”) for the progress of the Chapter 11 Cases, which include entry of an order by the Bankruptcy Court confirming the Plan no later than 90 calendar days following the Petition Date and the occurrence of the effective date of the Plan no later than 110 calendar days following the Petition Date. The Plan was confirmed by the Bankruptcy Court on December 15, 2025. The Required Consenting Creditors may extend or waive the Milestones pursuant to the terms of the RSA. The Milestone under the RSA for the effective date of the Plan was extended to December 31, 2025. The RSA may be terminated upon, among other things: (a) the failure to meet the Milestones; (b) the occurrence of certain breaches of the RSA; (c) the mutual agreement of the parties; and (d) in the case of the Company, if the board of directors, members, or managers, as applicable, of the Company reasonably determines in good faith and based upon advice of outside legal counsel that performance under the RSA would be inconsistent with its applicable fiduciary duties. Although the Company intends to pursue the Restructuring in accordance with the terms set forth in the RSA and the Restructuring Term Sheet, there can be no assurance that the Company will be successful in completing the Restructuring, whether on the same or different terms or at all. Voluntary Petitions For Bankruptcy On the Petition Date, the Company commenced the Chapter 11 Cases in the Bankruptcy Court in accordance with the terms of the RSA. The Company has requested that the Chapter 11 Cases be jointly administered under the caption “In re: ModivCare Inc. et al.” The Company continues to operate its business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Company sought and received approval of a variety of “first day” motions containing customary relief intended to facilitate the Company’s ability to continue ordinary course operations. The Plan was confirmed by the Bankruptcy Court on December 15, 2025. Debtor-In-Possession Credit Agreement With the approval of the Bankruptcy Court, the Debtors entered into a Superpriority Secured Debtor In Possession Credit Agreement (the “DIP Credit Agreement”) with the lenders named therein (the “DIP Lenders”). The DIP Lenders provided a senior secured superpriority priming debtor-in-possession term loan credit facility in an aggregate principal amount of up to $100.0 million (the “DIP Facility”). Borrowings under the DIP Facility are senior secured obligations of the Debtors, secured by a super-priority lien on the collateral under the DIP Facility, which includes substantially all of the Debtors’ assets. The DIP Credit Agreement contains various customary representations, warranties and covenants of the Debtors. All holders of claims arising under the First Lien Loans have been offered the opportunity to participate in and fund their pro rata share of the DIP Facility. Certain of the Consenting First Lien Lenders (the “DIP Backstop Parties”) have agreed to backstop and provide the DIP Loans based on the terms set forth in the applicable DIP Backstop Commitment Letter (as defined in the RSA). The DIP Facility matures on the earliest to occur of: (a) the six month anniversary of the Closing Date (as defined in the DIP Credit Agreement); provided that such date may be extended to the nine month anniversary of the Closing Date 2026 with the written consent of the Required DIP Lenders (as defined in the DIP Credit Agreement) following the request by the Borrower (as defined in the DIP Credit Agreement) prior to January 31, 2026; (b) the effective date of a chapter 11 plan of any Debtor that has been confirmed by an order entered by the Bankruptcy Court; (c) dismissal of any of the Chapter 11 Cases or conversion of any of the Chapter 11 Cases into a case under Chapter 7 of the Bankruptcy Code; (d) the acceleration of the Term Loans (as defined in the DIP Credit Agreement) and the termination of all Commitments (as defined in the DIP Credit Agreement); and (e) the closing of a sale of all or substantially all assets or equity of the Loan Parties (other than to another Loan Party) (as each of such terms is defined in the DIP Credit Agreement). The DIP Loans will accrue an interest rate, payable in cash, of either (a) SOFR plus 7.00% per annum or (b) Alternate Base Rate plus 6.00% per annum. Fees and expenses on the DIP Facility include: (a) as stipulated by the Plan, a backstop premium (the “DIP Backstop Premium”) equal to 20.0% of the reorganized Debtors’ pro forma equity, subject to dilution by the management incentive plan, the New Warrants issued to the Second Lien Noteholders, and potentially the Equity Rights Offering; (b) as stipulated by the DIP Credit Agreement, an original issue discount of 2.00% of the DIP Facility commitments netted from proceeds at issuance; and (c) as stipulated by the DIP Credit Agreement, an exit fee of 3.00% of the DIP Facility commitments, which is due and payable in cash upon termination of the DIP Facility commitments. ASC 852 - Reorganizations For periods occurring after the Petition Date, the Company will adopt Financial Accounting Standards Board ASC Topic 852 - Reorganizations, which specifies the accounting and financial reporting requirements for entities reorganizing through Chapter 11 bankruptcy proceedings. These requirements include distinguishing transactions associated with the reorganization separate from activities related to the ongoing operations of the business. Nasdaq Matters On August 21, 2025, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq had determined to commence proceedings to delist the Company’s common stock, $0.001 par value per share from Nasdaq. Nasdaq reached its decision that the Company was no longer suitable for listing pursuant to Nasdaq Listing Rules 5101, 5110(b), and IM-5101-1 as a result of the Company’s commencement of the Chapter 11 Cases. In addition, on August 20, 2025, the Company received a notification letter from Nasdaq notifying the Company that, because the Company was delinquent in filing its Quarterly Report on Form 10-Q for the period ended June 30, 2025, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC. The Company's common stock was suspended from trading on Nasdaq at the opening of business on August 28, 2025. The Company did not and does not intend to appeal Nasdaq’s decision to delist its Common Stock. At the opening of business on August 28, 2025, the Company's common stock began being quoted on the Expert Market operated by the OTC Markets Group under the symbol "MODVQ." The Nasdaq Stock Market LLC filed a Form 25-NSE on October 1, 2025 to delist the Company’s common stock and to remove it from registration under Section 12(b) of the Exchange Act.
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