S-1/A 1 tm2031592-8_s1a.htm AMENDMENT NO. 2 TO FORM S-1 tm2031592-8_s1a - block - 2.3653252s
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As filed with the Securities and Exchange Commission on November 16, 2020
Registration No. 333-249779​
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
​
Amendment No. 2
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
​
MultiPlan Corporation
(Exact Name of Registrant as Specified in Its Charter)
​
Delaware
​ ​
6411
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83-3536151
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(State or Other Jurisdiction of
Incorporation or Organization)​
​ ​
(Primary Standard Industrial
Classification Code Number)
​ ​
(I.R.S. Employer
Identification Number)
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​
115 Fifth Avenue
New York, New York 10003
(212) 780-2000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
​
Mark Tabak
Chief Executive Officer
MultiPlan Corporation
115 Fifth Avenue
New York, New York 10003
(212) 780-2000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
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Copies to:
​
William B. Brentani
Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo Alto, California 94304
(650) 251-5000
​ ​
Jeffrey Doctoroff
Senior Vice President, General Counsel and Secretary
MultiPlan Corporation
115 Fifth Avenue
New York, New York 10003
(212) 780-2000
​
​
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☒
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Smaller reporting company
☐
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Emerging growth company
☐
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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 7(a)(2)(B) of the Securities Act. ☐
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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EXPLANATORY NOTE
Due to a filing error, the eXtensible Business Reporting Language (“XBRL”) exhibits indicated in Part II to Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form S-1/A of MultiPlan Corporation (File No. 333-249779) (the “Registration Statement”) were not included with the filing of Amendment No. 1 with the Securities and Exchange Commission on November 16, 2020. This Amendment No. 2 (“Amendment No. 2”) to the Registration Statement is being filed solely for the purpose of filing the XBRL exhibits as indicated in Part II, Item 16 of this Amendment No. 2. Accordingly, this Amendment No. 2 consists only of the facing page, this explanatory note, Item 16, the signature pages to this Amendment No. 2 and the filed exhibits. Part I, consisting of the preliminary prospectus, and the balance of Part II of the Registration Statement are unchanged and have been omitted from this Amendment.
 
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       II-
Part II
Information not required in prospectus
Item 16. Exhibits and financial statement schedules
(a)
Exhibits.
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The following exhibits are included herein or incorporated herein by reference:
EXHIBIT INDEX
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Incorporated by Reference
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​
Exhibit
Number
​ ​
Description
​ ​
Form
​ ​
File No.
​ ​
Exhibit
​ ​
Filing
Date
​ ​
Filed
Herewith
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​ 2.1 ​ ​ Agreement and Plan of Merger, dated as of July 12, 2020, by and among Churchill Capital Corp III, Music Merger Sub I, Inc., Music Merger Sub II, LLC, Polaris Parent Corp. and Polaris Investment Holdings, L.P. ​ ​ 8-K ​ ​ 001-39228 ​ ​ 2.1 ​ ​
July 13, 2020
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​ 3.1 ​ ​ Second Amended and Restated Certificate of Incorporation of MultiPlan Corporation ​ ​ 8-K ​ ​ 001-39228 ​ ​ 3.1 ​ ​ October 9, 2020 ​ ​
​ 3.2 ​ ​ Amended and Restated Bylaws of MultiPlan Corporation ​ ​ 8-K ​ ​ 001-39228 ​ ​ 3.2 ​ ​ October 9, 2020 ​ ​
​ 4.1 ​ ​ Specimen Class A common stock Certificate ​ ​ 8-K ​ ​ 001-39228 ​ ​ 4.1 ​ ​ October 9, 2020 ​ ​
​ 4.2 ​ ​ Specimen Warrant Certificate (included in Exhibit 4.3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ 4.3 ​ ​ Warrant Agreement, dated February 13, 2020, between Continental Stock Transfer & Trust Company and Churchill Capital Corp III ​ ​ 8-K ​ ​ 001-39228 ​ ​ 4.1 ​ ​ February 19, 2020 ​ ​
​ 4.4 ​ ​ Specimen Warrant Certificate (included in Exhibit 4.5) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ 4.5 ​ ​ Warrant Agreement, dated October 8, 2020, between Continental Stock Transfer & Trust Company and Churchill Capital Corp III ​ ​ 8-K ​ ​ 001-39228 ​ ​ 4.5 ​ ​ October 9, 2020 ​ ​
​ 4.6 ​ ​ Indenture, dated as of October 8, 2020, by and between Churchill Capital Corp III and Wilmington Trust, National Association ​ ​ 8-K ​ ​ 001-39228 ​ ​ 4.6 ​ ​ October 9, 2020 ​ ​
​ 4.7 ​ ​ Form of 6.00% / 7.00% Convertible Senior PIK Toggle Notes due 2027 (included in Exhibit 4.6) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ 4.8 ​ ​ Indenture, dated as of November 21, 2017, between Polaris Intermediate Corp. and Wilmington Trust, National Association ​ ​ 8-K ​ ​ 001-39228 ​ ​ 4.8 ​ ​ October 9, 2020 ​ ​
​ 4.9 ​ ​ Form of 8.500% / 9.250% Senior PIK Toggle Notes due 2022 (included in Exhibit 4.8) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
 
II-1
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Incorporated by Reference
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Exhibit
Number
​ ​
Description
​ ​
Form
​ ​
File No.
​ ​
Exhibit
​ ​
Filing
Date
​ ​
Filed
Herewith
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​ 4.10 ​ ​ Indenture, dated as of June 7, 2016, between MPH Acquisition Corp. 1 (as successor to Polaris Merger Sub Corp.) and Wilmington Trust, National Association ​ ​ 8-K ​ ​ 001-39228 ​ ​ 4.10 ​ ​ October 9, 2020 ​ ​
​ 4.11 ​ ​ Form of 7.125% Senior Notes due 2024 (included in Exhibit 4.10) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ 4.12 ​ ​ First Supplemental Indenture, dated as of June 7, 2016, to that certain Indenture, dated as of June 7, 2016, between MPH Acquisition Holdings LLC (as successor to MPH Acquisition Corp. 1) and Wilmington Trust, National Association ​ ​ 8-K ​ ​ 001-39228 ​ ​ 4.12 ​ ​ October 9, 2020 ​ ​
​ 4.13 ​ ​ Second Supplemental Indenture, dated as of November 18, 2016, to that certain Indenture, dated as of June 7, 2016, between MPH Acquisition Holdings LLC and Wilmington Trust, National Association ​ ​ 8-K ​ ​ 001-39228 ​ ​ 4.13 ​ ​ October 9, 2020 ​ ​
​ 4.14 ​ ​ Indenture, dated as of October 29, 2020, between MPH Acquisition Holdings LLC, the guarantors named therein and Wilmington Trust, National Association ​ ​ 8-K ​ ​ 001-39228 ​ ​ 4.1 ​ ​ October 30, 2020 ​ ​
​ 4.15 ​ ​ Form of 5.750% Senior Notes due 2028 (included in Exhibit 4.14) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ 5.1  ​ ​ Opinion of Simpson Thacher & Bartlett LLP ​ ​ S-1 ​ ​ 333-249779 ​ ​ 5.1 ​ ​ October 30, 2020 ​ ​ ​ ​
​ 10.1 ​ ​ Investor Rights Agreement, dated as of July 12, 2020, by and among Churchill Capital Corp III, Polaris Investment Holdings, L.P., Churchill Sponsor III LLC, Hellman & Friedman Capital Partners VIII, L.P., The Public Investment Fund of The Kingdom of Saudi Arabia, and the other parties named therein ​ ​ 8-K ​ ​ 001-39228 ​ ​ 10.1 ​ ​
July 13, 2020
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​ 10.2 ​ ​ Private Placement Warrants Purchase Agreement between Churchill Capital Corp III and Churchill Sponsor III LLC ​ ​ S-1 ​ ​ 333-236153 ​ ​ 10.6 ​ ​ January 29, 2020 ​ ​
​ 10.3 ​ ​ Common Subscription Agreement dated as of July 12, 2020, by and between Churchill Capital Corp III and The Public Investment Fund of The Kingdom of Saudi Arabia ​ ​ 8-K ​ ​ 001-39228 ​ ​ 10.2 ​ ​
July 13, 2020
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​ 10.4 ​ ​ Form of Other Common Subscription Agreement ​ ​ 8-K ​ ​ 001-39228 ​ ​ 10.3 ​ ​
July 13, 2020
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​ 10.5 ​ ​ Form of Convertible Subscription Agreement ​ ​ 8-K ​ ​ 001-39228 ​ ​ 10.4 ​ ​
July 13, 2020
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II-2
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Incorporated by Reference
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Exhibit
Number
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Description
​ ​
Form
​ ​
File No.
​ ​
Exhibit
​ ​
Filing
Date
​ ​
Filed
Herewith
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​ 10.6 ​ ​ Promissory Note, dated as of July 12, 2020, by and between Churchill Capital Corp III and Churchill Sponsor III LLC ​ ​ 8-K ​ ​ 001-39228 ​ ​ 10.6 ​ ​
July 13, 2020
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​ 10.7 ​ ​ Credit Agreement, dated as of June 7, 2016, among MPH Acquisition Holdings LLC (as successor in interest), the Lenders party thereto, the Co-Obligors party thereto, Barclays Bank PLC, as the Administrative Agent, the Collateral Agent, Letter of Credit Issuer and Swingline Lender, and the other parties party thereto ​ ​ 8-K ​ ​ 001-39228 ​ ​ 10.7 ​ ​ October 9, 2020 ​ ​
​ 10.8 ​ ​ Incremental Agreement No. 1, dated as of June 12, 2017, in respect of that certain Credit Agreement, dated as of June 7, 2016, among MPH Acquisition Holdings LLC (as successor in interest), the Lenders party thereto, the Co-Obligors party thereto, Barclays Bank PLC, as the Administrative Agent, the Collateral Agent, Letter of Credit Issuer and Swingline Lender, and the other parties party thereto ​ ​ 8-K ​ ​ 001-39228 ​ ​ 10.8 ​ ​ October 9, 2020 ​ ​
​ 10.9 ​ ​ Amendment Agreement No. 2, dated as of July 2, 2020, in respect of that certain Credit Agreement, dated as of June 7, 2016, among MPH Acquisition Holdings LLC (as successor in interest), the Lenders party thereto, the Co-Obligors party thereto, Barclays Bank PLC, as the Administrative Agent, the Collateral Agent, Letter of Credit Issuer and Swingline Lender, and the other parties party thereto ​ ​ 8-K ​ ​ 001-39228 ​ ​ 10.9 ​ ​ October 9, 2020 ​ ​
​ 10.10 ​ ​ Incremental Revolving Credit Commitment Increase Agreement No. 1, dated as of October 29, 2020, among MPH Acquisition Corp 1, MPH Acquisition Holdings LLC, as the Borrower, Barclays Bank PLC, as Administrative Agent, the Incremental Revolving Credit Commitment Increase Lenders party thereto and the other parties party thereto. ​ ​ 8-K ​ ​ 001-39228 ​ ​ 10.1 ​ ​ October 30, 2020 ​ ​
​ 10.11# ​ ​ Churchill Capital Corp III 2020 Omnibus Incentive Plan ​ ​ 8-K ​ ​ 001-39228 ​ ​ 10.10 ​ ​ October 9, 2020 ​ ​
​ 10.12#+ ​ ​ Amended and Restated Employment Agreement, dated May 5, 2016, by and among Mark Tabak, Polaris Investment Holdings, L.P. and MultiPlan, Inc. ​ ​ 8-K ​ ​ 001-39228 ​ ​ 10.11 ​ ​ October 9, 2020 ​ ​
 
II-3
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Incorporated by Reference
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Exhibit
Number
​ ​
Description
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Form
​ ​
File No.
​ ​
Exhibit
​ ​
Filing
Date
​ ​
Filed
Herewith
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​ 10.13#+ ​ ​ Amended and Restated Employment Agreement, dated May 5, 2016, by and among David Redmond, Polaris Investment Holdings, L.P. and MultiPlan, Inc. ​ ​ 8-K ​ ​ 001-39228 ​ ​ 10.12 ​ ​ October 9, 2020 ​ ​
​ 10.14#+ ​ ​ Amended and Restated Employment Agreement, dated May 5, 2016, by and among Dale White, Polaris Investment Holdings, L.P. and MultiPlan, Inc. ​ ​ 8-K ​ ​ 001-39228 ​ ​ 10.13 ​ ​ October 9, 2020 ​ ​
​ 10.15# ​ ​ Offer Letter to Jeffrey Doctoroff, dated June 25, 2014 ​ ​ 8-K ​ ​ 001-39228 ​ ​ 10.14 ​ ​ October 9, 2020 ​ ​
​ 10.16# ​ ​ Form of Director and Officer Indemnification Agreement ​ ​ 8-K ​ ​ 001-39228 ​ ​ 10.15 ​ ​ October 9, 2020 ​ ​
​ 14.1 ​ ​ Code of Business Conduct and Ethics of MultiPlan Corporation, effective October 8, 2020 ​ ​ 8-K ​ ​ 001-39228 ​ ​ 14.1 ​ ​ October 9, 2020 ​ ​
​ 16.1 ​ ​ Letter from Marcum LLP, dated October 8, 2020 ​ ​ 8-K ​ ​ 001-39228 ​ ​ 16.1 ​ ​ October 9, 2020 ​ ​
​ 16.2 ​ ​ Letter from Marcum LLP, dated November 16, 2020 ​ ​ S-1 ​ ​ 333-249779 ​ ​ 16.2 ​ ​ November 16, 2020 ​ ​ ​ ​
​ 21.1 ​ ​ List of Subsidiaries ​ ​ 8-K ​ ​ 001-39228 ​ ​ 21.1 ​ ​ October 9, 2020 ​ ​
​ 23.1 ​ ​ Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1) ​ ​ ​ ​ ​ ​
​ 23.2 ​ ​ Consent of PricewaterhouseCoopers LLP ​ ​ S-1 ​ ​ 333-249779 ​ ​ 23.2 ​ ​ November 16, 2020 ​ ​ ​ ​
​ 23.3 ​ ​ Consent of Marcum LLP ​ ​ S-1 ​ ​ 333-249779 ​ ​ 23.3 ​ ​ November 16, 2020 ​ ​ ​ ​
​ 24.1 ​ ​ Power of Attorney ​ ​ S-1 ​ ​ 333-249779 ​ ​ 24.1 ​ ​ October 30, 2020 ​ ​ ​ ​
​ 101.INS ​ ​ XBRL Instance Document ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
X
​
​ 101.SCH ​ ​ XBRL Taxonomy Extension Schema Document ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
X
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​ 101.CAL ​ ​ XBRL Taxonomy Extension Calculation Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
X
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​ 101.DEF ​ ​ 101.DEF XBRL Taxonomy Extension Definition Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
X
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​ 101.LAB ​ ​ XBRL Taxonomy Extension Label Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
X
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​ 101.PRE ​ ​ XBRL Taxonomy Extension Presentation Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
X
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+
The schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
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#
Management contract or compensatory plan or arrangement.
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II-4
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Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amendment no. 2 to the registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 16th day of November, 2020.
MultiPlan Corporation
By:
/s/ Jeffrey Doctoroff
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​
Name:
Jeffrey Doctoroff
​
Title:
Senior Vice President, General Counsel and Secretary
​
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
​ ​
Title
​ ​
Date
​
​
*
​
Mark Tabak
​ ​ Chief Executive Officer (Principal Executive Officer) and Chairperson of the Board of Directors ​ ​
November 16, 2020
​
​
*
​
David Redmond
​ ​ Executive Vice President and Chief Financial Officer
(Principal Financial Officer) 		​ ​
November 16, 2020
​
​
*
​
Gerald Kozel
​ ​ Chief Accounting Officer
(Principal Accounting Officer) 		​ ​
November 16, 2020
​
​
*
​
Allen R. Thorpe
​ ​ Lead Independent Director ​ ​
November 16, 2020
​
​
*
​
Glenn R. August
​ ​ Director ​ ​
November 16, 2020
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​
*
​
Richard A. Clarke
​ ​ Director ​ ​
November 16, 2020
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​
*
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Anthony Colaluca
​ ​ Director ​ ​
November 16, 2020
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​
*
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Paul D. Emery
​ ​ Director ​ ​
November 16, 2020
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​
*
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Michael Klein
​ ​ Director ​ ​
November 16, 2020
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​
*
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P. Hunter Philbrick
​ ​ Director ​ ​
November 16, 2020
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​
*
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Bill Veghte
​ ​ Director ​ ​
November 16, 2020
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*By:
/s/ Jeffrey Doctoroff
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​
Jeffrey Doctoroff
As Attorney-in-Fact
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II-5