SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Business Combination —On April 2, 2018, the Company acquired Butler Group Holdings, Inc., a Delaware corporation, and its wholly-owned subsidiaries, including, without limitation, ABILITY Network Inc., a Delaware corporation (“ABILITY”), for aggregate consideration of approximately $1.17 billion in cash and restricted shares of the Company’s Class A common stock (“the ABILITY Acquisition”). ABILITY is a leading cloud-based Software-as-a-service (“SaaS”) technology company helping to simplify the administrative and clinical complexities of healthcare. Through the my ABILITY ® software platform, an integrated set of cloud-based applications for providers, ABILITY provides core connectivity, administrative, clinical, and quality analysis, management, and performance improvement capabilities to more than 44,000 acute, post-acute and ambulatory point-of-care provider facilities. The extensive datasets, on-demand compute capability, advanced analytics, and broad healthcare ecosystem connectivity enabled by the Inovalon ONE™ Platform are expected to provide a significant expansion of application offerings within the my ABILITY ® software platform while also expanding the nature and reach of high-value solutions for Inovalon’s existing payer, pharma, and device client-base. The combination of Inovalon and ABILITY creates a vertically integrated cloud-based platform empowering the achievement of real-time, value-based care from payers, manufacturers, and diagnostics all the way to the patient’s point of care. The aggregate consideration was comprised of $1.1 billion in cash and the issuance of 7.6 million restricted shares of the Company’s Class A common stock which has a preliminary value of approximately $70.0 million using an option pricing valuation model discounted for marketability. The cash portion of the aggregate consideration was financed through a combination of cash on hand and borrowings from the 2018 Term Facility (as defined below). The Company acquired certain intangible assets in connection with the ABILITY Acquisition including customer relationships, trade names, and technology. The purchase price allocation of assets acquired and liabilities assumed will be completed within the one year measurement period as required by ASC No. 805, Business Combinations . The preliminary value of consideration is subject to adjustment until the Company has completed its analysis within the measurement period. The Company is in the process of reviewing its assumptions related to the fair value of the consideration pending any working capital adjustments and estimates of tax related matters. Credit Facility —In connection with the ABILITY Acquisition, on April 2, 2018, the Company entered into a credit agreement (the “2018 Credit Agreement”) with Morgan Stanley Senior Funding, Inc. (“MSSF”), as administrative agent, to provide a Credit Facility which is comprised of: (i) a term loan B facility with the Company as borrower in a total principal amount of $980.0 million (the “2018 Term Facility”); and (ii) a revolving credit facility with the Company as borrower in a total principal amount of up to $100.0 million (the “2018 Revolving Facility”). The 2018 Revolving Facility will terminate on April 2, 2023 and the 2018 Term Facility will mature on April 2, 2025. The entire $980.0 million 2018 Term Facility was borrowed on April 2, 2018, and was used to pay off all of the Company’s existing debt obligations under the Credit and Guaranty Agreement dated as of September 19, 2014 as well as to provide the financing necessary to fund, in part, the cash consideration paid pursuant to the terms of the merger agreement. As of the date hereof, the Company has not drawn any amounts under the 2018 Revolving Facility. In addition, the Company and its Restricted Subsidiaries (as defined in the 2018 Credit Agreement) are subject to certain affirmative and negative covenants under the 2018 Credit Agreement, and the 2018 Credit Agreement includes certain customary representations and warranties of the Company. At the option of the Company, the loans outstanding under the 2018 Term Facility will bear interest either at: (i) Adjusted London Interbank Offer Rate (“LIBOR”) plus an applicable rate of 3.50% (or 3.25% if the Senior Secured Net Leverage Ratio, as defined in the 2018 Credit Agreement, is equal to or falls below 4.00 to 1.00) or (ii) the Alternate Base Rate (“ABR”) plus an applicable margin. The Company may elect interest periods of one, two, three or six months for Adjusted LIBOR borrowings. As set forth in the 2018 Credit Agreement, the Alternate Base Rate is the higher of: (i) the rate that Morgan Stanley Senior Funding, Inc. as Administrative Agent announces from time to time as its prime or base commercial lending rate, as in effect from time to time, (ii) the Federal Funds Effective Rate plus ½ of 1.0% and (iii) one-month Adjusted LIBOR plus 1.0% . The 2018 Term Facility has an original issue discount of 1.5% and the Company incurred approximately $33.0 million in debt issuance costs. The original issue discount and the debt issuance costs will be reported on the balance sheet as adjustments to the carrying amount of the debt liability and will be amortized into interest expense using the effective interest method. Commitment fees related to the 2018 Revolving Facility will be recorded as an asset and amortized over the contractual term. Interest Rate Swap —To mitigate the risk of a rise in interest rates, the Company entered into multiple interest rate swap transactions during April 2018. These interest rate swaps mitigate the exposure on the variable component of interest on the Term Facility discussed above. The transactions fix the LIBOR rate component of interest on $600.0 million of the Term Facility at a weighted average rate of approximately 2.8% . These interest rate swap transactions are designated as cash flow hedges and are deemed highly effective under ASC 815, Derivatives and Hedging . The interest rate swap transactions will be recorded on the balance sheet at fair value and any changes to the fair value will be recorded through accumulated other comprehensive income and reclassified into interest expense in the same period in which the hedged transaction is recognized in earnings. |