In the great present-day money grab known as SPAC promotion, egregious mistakes will be made – such as missing an impending customer defection that could cost ~35% of revenue within two years. A business model that incentivizes promoters to do something – anything – with other people’s money is bound to lead to significant value destruction on occasion. That’s even more true when a SPAC buys a business from the fourth consecutive private equity group to have owned it. C’mon, man.
Muddy Waters is short shares and credit of MultiPlan Corp f/k/a Churchill Capital Corp III. Our key reasons are:
- MPLN is in the process of losing its largest client, UnitedHealthcare (“UHC”). UHC has formed a competitor to MPLN that offers significantly lower prices and fewer conflicts of interest. The competitor is called Naviguard.
- We understand that by the end of 2022, Naviguard aims to convert all key UHC accounts, which constitute the majority of MPLN’s UHC business.
- We estimate that this defection and competition will decrease 2022E revenue by 35% and levered free cash flow by 80%, while net leverage should balloon to more than 8.0x.
- MPLN was already in financial decline, and its financial statements were engineered to obscure this existing deterioration. We understand that in 2018, MPLN released revenue reserves, dropping them from approximately 30% to 10% of revenue, which we believe enabled MPLN to show 2018 EBITDA growth amid shrinking sales.
- MPLN’s SPAC sponsor has touted that the seller, private equity firm Hellman & Friedman (“H&F”), is keeping a significant equity stake. That reasoning seems faulty. We believe that the SPAC was H&F’s last acceptable option to unload MPLN. We understand that H&F had already taken a significant portion of its investment off the table through dividends (that increased net leverage).
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