UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 114, 2022

Convey Health Solutions Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40506

84-2099378

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

100 SE 3rd Avenue, 26th Floor, Fort Lauderdale, Florida 33394

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (800) 559-9358

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		CNVY		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 1 14, 2022, ~~Convey~~ ~~Health~~the ~~Solutions, Inc.,~~Board aof ~~Delaware~~Directors ~~corporation~~ (the “~~Borrower~~Board”) ~~and an indirect wholly-owned subsidiary~~ of Convey Health Solutions Holdings, Inc., ~~a Delaware corporation~~ (the “~~Convey~~Company”), ~~entered~~appointed ~~into~~Mr. ~~Amendment~~Paul ~~No. 5~~Campanelli to the Board, effective as of February 14, 2022 (the “~~Amendment~~Effective ~~No. 5~~Date”),. byMr. ~~and~~Campanelli ~~among~~was ~~the~~appointed ~~Borrower,~~to serve as ~~borrower,~~a Class ~~Ares~~II ~~Capital~~director ~~Corporation~~of the Company, aswith ~~administrative~~an ~~agent and~~initial ~~collateral~~term ~~agent,~~expiring ~~and~~on the ~~term~~date ~~lenders~~of ~~party~~the ~~thereto,~~Company’s tosecond ~~the~~annual ~~First~~meeting ~~Lien~~of ~~Credit~~stockholders. Mr. ~~Agreement,~~Campanelli ~~dated~~was also appointed to serve as a member of ~~September 4~~the Audit Committee of the Board, ~~2019~~replacing Ms. Katherine Wood, aseffective ~~amended~~as of the Effective Date. In connection with Mr. Campanelli’s appointment to the ~~date~~Board, ~~hereof~~the (Board increased the ~~“Credit~~number ~~Agreement”)~~of directors on the Board from five to six.

~~Amendment~~The ~~No. 5~~Board ~~amends the~~reviewed ~~Credit~~and ~~Agreement~~discussed tothe ~~provide~~qualifications of ~~for,~~Mr. ~~among~~Campanelli ~~other~~as ~~things,~~ a ~~first~~director ~~lien~~nominee ~~incremental~~and ~~term~~determined ~~loan~~that ~~facility~~Mr. ~~(the~~Campanelli ~~“2022~~is ~~Incremental~~an ~~Term Loan Facility~~“independent”) indirector anunder ~~aggregate~~the ~~principal~~applicable rules ~~amount~~and ofregulations ~~$78,000,000. The proceeds~~ of the ~~term~~New ~~loans~~York ~~borrowed~~Stock ~~under~~Exchange and the ~~2022~~Securities ~~Incremental Term~~and ~~Loan~~Exchange ~~Facility~~Commission, ~~(the~~including ~~“2022~~those ~~Incremental~~relating ~~Term~~to ~~Loans”)~~members ~~were~~of audit ~~used~~committees. toThere ~~finance~~are ~~the~~no ~~Acquisition~~arrangements ~~(as~~or ~~defined~~understandings ~~below)~~between ~~and pay~~Mr. ~~fees~~Campanelli and ~~expenses~~any ~~related~~other ~~thereto.~~person ~~The~~pursuant ~~2022~~to ~~Incremental~~which ~~Term~~Mr. ~~Loans~~Campanelli was ~~will~~selected ~~mature~~as ona ~~September 4,~~director ~~2026,~~of ~~will~~the ~~bear~~Company. ~~interest~~Mr. atCampanelli ~~an annual~~is ~~rate~~not ~~equal~~a party to, atany ~~the~~transaction ~~option~~requiring ofdisclosure ~~the~~pursuant ~~Borrower,~~to Item 404(ia) ~~the~~ of ~~LIBOR~~Regulation ~~(as~~S-K. ~~defined~~In inconnection with the ~~Credit~~appointment ~~Agreement)~~of ~~for~~Mr. ~~the~~Campanelli ~~relevant~~to ~~interest period~~the ~~(subject~~Board, tothe aCompany ~~floor~~entered ofinto ~~0.75%~~an ~~per~~indemnification ~~annum)~~agreement with ~~plus 4~~Mr.~~75%~~ ~~for~~Campanelli, ~~Eurodollar~~the ~~Rate~~terms ~~Loans~~of ~~(as~~which ~~defined~~are insubstantially the ~~Credit~~same ~~Agreement)~~as ~~and~~the ~~(ii) a base~~terms ~~rate~~set ~~plus~~forth ~~3.75%~~in ~~for~~the ~~Base~~form ~~Rate~~of ~~Loans~~such (agreement previously filed as ~~defined~~an inexhibit to the ~~Credit~~Company’s ~~Agreement),~~registration ~~and~~statement ~~will~~relating ~~amortize~~to atthe aCompany’s ~~rate~~initial ofpublic ~~1.00%~~offering ~~per~~(File ~~annum~~No. 333-256370).

~~Except~~Mr. asCampanelli ~~described~~will ~~above, all~~be ofcompensated ~~the~~for ~~other~~his ~~material~~service on ~~terms of~~ the ~~Credit~~Board ~~Agreement remain unchanged and~~ in ~~full~~accordance ~~force~~with ~~and~~the ~~effect.~~compensation ~~The~~policy ~~foregoing~~that ~~summary~~the ofCompany ~~Amendment No. 5~~plans ~~does not purport~~ to beadopt ~~complete~~for ~~and is subject to, and is qualified in~~ its ~~entirety~~non-employee ~~by,~~directors ~~the~~who ~~full~~are ~~text of Amendment No. 5,~~unaffiliated awith ~~copy~~the ofCompany’s ~~which~~principal ~~is attached hereto as Exhibit 10~~stockholder.~~1 and is incorporated herein by reference.~~

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On February 1 15, 2022, ~~Convey~~ the Company issued a press release announcing the ~~closing~~appointment of Mr. Campanelli to the ~~Acquisition~~Board. A copy of the press release is attached hereto as Exhibit 99.1 ~~and~~ and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) and shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 8.01 Other Events.

On February 1, 2022, Convey’s indirect wholly-owned subsidiary, D-M-S Holdings Parent, LLC (f/k/a Dragon Holdings Parent, LLC), a Delaware limited liability company, completed its acquisition of all of the issued and outstanding capital stock of D-M-S Holdings, Inc., a Delaware corporation (the acquisition of such capital stock, the “Acquisition”). The Acquisition was consummated pursuant to a Stock Purchase Agreement dated January 9, 2022, as previously described in Convey’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2022.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 5 to First Lien Credit Agreement, dated as of February 1, 2022, by and among Convey Health Solutions, Inc., as borrower, Ares Capital Corporation, as administrative agent and collateral agent, and the term lenders party thereto.
99.1		Press Release dated February 15, 2022.
99.1		Press Release dated February 1, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CONVEY HEALTH SOLUTIONS HOLDINGS, INC.
Date: February 1, 2022	By:	/s/ Timothy Fairbanks
Date: February 15, 2022	By:	/s/ Timothy Fairbanks
	Name:		Timothy Fairbanks
	Title:		Chief Financial Officer & Executive Vice President

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