ModivCare Inc 8-K

What Happened

• ModivCare announced it emerged from Chapter 11 when its Plan became effective on December 29, 2025 (Confirmation Order entered December 15, 2025). On the Effective Date the company completed an Asset Transfer under a Purchase Agreement, transferring substantially all of its assets to the Buyer and receiving the restructuring consideration and exit term loans contemplated by the Plan.
• As part of the restructuring the company’s prepetition credit facilities and the DIP facility were canceled and released, all existing ModivCare equity interests outstanding immediately prior to the Effective Date were cancelled for no consideration, and a change in control occurred. The company intends to terminate its securities registration and reporting obligations and continue as a private company.

Key Details

• Exit financing: two term loan facilities totaling $400,000,000 — a $100M super senior exit term loan and a $300M takeback term loan.
• Loan economics and terms: loans bear interest at Term SOFR (1.00% floor) plus an Applicable Rate (super senior Benchmark loans step from 4.25% to 7.25% annually; takeback Benchmark rate is 5.00%); super senior issued with 2.50% OID; both facilities amortize 0.25% per quarter and mature December 2030.
• Corporate changes: all prior officers and directors were deemed resigned effective the Effective Date except Scott Kern (remaining as sole officer and appointed to the board); all equity incentive plans are being terminated.
• Bankruptcy effects: all estate property vested in the Reorganized Debtors free and clear (subject to plan provisions); mortgages, liens and security interests were released consistent with the Plan and Confirmation Order.

Why It Matters

• For former public shareholders: existing equity was cancelled for no consideration, meaning prior public shareholders were effectively wiped out under the Plan.
• For creditors and claimants: the Plan allocates ownership of the transferred assets to the Buyer and to recipients of Plan Securities (holders of First Lien Claims, General Unsecured Claims, etc.) per the Plan; exit financing provides liquidity for the reorganized business through December 2030.
• For investors tracking ModivCare stock (MODVQ): the company intends to deregister and cease public reporting and operate as a private company, so continued public market liquidity and ongoing SEC disclosures are unlikely after the termination of registration.