ModivCare (MODV) Proxy Filing summary

Executive summary

• $75M incremental term loan and $30M in new second lien notes were raised to enhance liquidity and support operational improvements, subject to stockholder approval for the latter.

• The credit agreement was amended to provide covenant relief, including a holiday on leverage and interest coverage ratios through Q2 2025, and reset covenants for Q3 and Q4 2025.

• Three new independent directors will be appointed, and a Strategic Alternatives Committee will be formed to oversee a strategic review of assets, including potential divestitures.

• Chad Shandler was appointed Chief Transformation Officer to drive operational and strategic changes.

• The company withdrew its previously stated revenue and adjusted EBITDA guidance for 2024 and 2025 due to business and environmental changes.

Voting matters and shareholder proposals

• Stockholder approval (66-2/3% of non-Coliseum holders) is required for the $30M second lien note purchase by Coliseum Capital Management.

• A proxy statement will be filed and mailed to stockholders regarding the Coliseum transaction.

Board of directors and corporate governance

• Three new directors, proposed by lenders, will be added to the board, and a Strategic Alternatives Committee will be established.

• The board and management are focused on a strategic review to maximize shareholder value, including potential asset sales.