M&A - ModivCare Inc

Form Type: DEF 14A

Filing Date: 2025-02-03

Corporate Action: Acquisition

Type: New

Accession Number: 000143774925002466

Filing Summary: ModivCare Inc. is soliciting proxies for a Special Meeting of Stockholders on March 3, 2025. The meeting will vote on the Coliseum Transactions Proposal, which involves a Purchase and Exchange Agreement with Coliseum Capital Partners, LLC and Blackwell Partners LLC. This agreement includes a purchase of $30 million in newly issued Second Lien Senior Secured PIK Toggle Notes due 2029 and an exchange of $20.165 million in existing Senior Notes for equivalent Second Lien Notes. The approval necessitates a vote from at least 66-2/3% of the non-affiliated shares, excluding those shares owned by Coliseum Stockholders," who hold more than 15% of the voting stock. Additionally, there is an Adjournment Proposal to solicit more votes if necessary. The document contains details on voting methods, the importance of proxy submission, and affirms the Board's recommendations for the proposals. Significant participation from stockholders at the Special Meeting is crucial, as abstentions will effectively count against the proposals.

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