-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PgpzPHIGLmDij1mgcBf91iOzERdND6Kl737cJEZsW0W4Iu+2Zh3gqW5pMRPaPZzL a81JGYBfJSmhjvRgpMhlag== 0000911420-03-000059.txt : 20030313 0000911420-03-000059.hdr.sgml : 20030313 20030313130816 ACCESSION NUMBER: 0000911420-03-000059 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030313 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMVEST VENTURE PARTNERS LP CENTRAL INDEX KEY: 0001163944 IRS NUMBER: 134124841 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 830 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLANVISTA CORP CENTRAL INDEX KEY: 0000942319 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 133787901 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48980 FILM NUMBER: 03602033 BUSINESS ADDRESS: STREET 1: 4010 BOYSCOUT BLVD STREET 2: SUITE 200 CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 8133532300 MAIL ADDRESS: STREET 1: 4010 BOYSCOUT BLVD STREET 2: SUITE 200 CITY: TAMPA STATE: FL ZIP: 33607 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHPLAN SERVICES CORP DATE OF NAME CHANGE: 19950321 SC 13D 1 d872111.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 PLANVISTA CORPORATION ---------------------- (Name of Issuer) COMMON STOCK ------------------------------ (Title of Class of Securities) 72701P105 -------------- (CUSIP Number) HAROLD BLUE COMVEST VENTURE PARTNERS, L.P. 830 THIRD AVENUE NEW YORK, NEW YORK 10022 (212) 829-5800 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: ALAN I. ANNEX, ESQ. GREENBERG TRAURIG, LLP 200 PARK AVENUE NEW YORK, NEW YORK 10166 (212) 801-9200 MARCH 7, 2003 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 72701P105 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) COMVEST VENTURE PARTNERS, L.P. (13-4124841) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES BENEFICIALLY --------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 20,996,398 (See Item 5) PERSON --------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER --------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 20,996,398 (See Item 5) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,996,398 (SEE ITEM 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP NO. 72701P105 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) PVC FUNDING PARTNERS, LLC (06-1679431) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES BENEFICIALLY --------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 20,996,398 (See Item 5) PERSON --------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER --------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 20,996,398 (See Item 5) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,996,398 (SEE ITEM 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP NO. 72701P105 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) COMMONWEALTH ASSOCIATES, L.P. (13-3467952) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES BENEFICIALLY --------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 20,996,398 (See Item 5) PERSON --------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER --------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 20,996,398 (See Item 5) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,996,398 (SEE ITEM 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP NO. 72701P105 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) MICHAEL S. FALK - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES BENEFICIALLY --------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 20,996,398 (See Item 5) PERSON --------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER --------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 20,996,398 (See Item 5) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,996,398 (SEE ITEM 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP NO. 72701P105 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) HAROLD BLUE - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES BENEFICIALLY --------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 20,996,398 (See Item 5) PERSON --------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER --------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 20,996,398 (See Item 5) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,996,398 (SEE ITEM 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to common stock, $0.01 par value (the "Common Stock") of PlanVista Corporation, a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 4010 Boy Scout Boulevard, Suite 200, Tampa, Florida 33607. ITEM 2. IDENTITY AND BACKGROUND. (a), (b), (c) and (f). This statement is filed jointly by (i) PVC Funding Partners, LLC, a limited liability company organized under the laws of Delaware, whose principal business is investing in securities of the Issuer ("PVC"); (ii) ComVest Venture Partners, L.P., a limited partnership organized under the laws of Delaware, whose principal business is investing in securities ("ComVest"); (iii) Commonwealth Associates, L.P., a limited partnership organized under the laws of New York, whose principal business is being a registered broker-dealer specializing in venture capital and merchant banking ("Commonwealth"); (iv) Michael S. Falk, an individual ("Falk"); and (v) Harold Blue, an individual ("Blue"). PVC, ComVest, Commonwealth, Falk and Blue are the "Reporting Persons". ComVest Management, LLC, a limited liability company organized under the laws of Delaware, is the general partner of ComVest, and is wholly-owned by Commonwealth Associates Group Holdings, LLC, a limited liability company organized under the laws of Delaware ("Group Holdings"). Commonwealth Management, LLC, a limited liability company organized under the laws of Delaware, is the general partner of Commonwealth, and is wholly-owned by Group Holdings. Falk is the Chairman and principal member of Group Holdings. Blue is a member, director and the President of Group Holdings. All of the individuals identified in this Item 2 are United States citizens. The business address for all of the Reporting Persons and other persons identified in this Item 2 is 830 Third Avenue, New York, New York 10022. (d) and (e). During the last five years, none of the individuals or entities identified in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws of finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On March 7, 2003, PVC acquired 29,851 shares of the outstanding Series C Convertible Preferred Stock of the Issuer (the "Preferred Shares") previously held by the Issuer's senior lenders, at a price of $33.50 per Preferred Share (the "Purchased Shares"), and $20,500,000 in principal amount of the Issuer's outstanding bank debt (the "Debt"). The total consideration paid for the Purchased Shares was $1,000,008.50. These Preferred Shares were paid for from working capital of PVC consisting of capital contributions from its members. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons acquired the Purchased Shares reported in Item 5 below for investment purposes. PVC acquired 96% of the Preferred Shares previously held by the Issuer's senior lenders and $20,500,000 in principal amount of the Issuer's Debt. At any time after October 12, 2003, the Preferred Shares purchased by PVC may be converted into shares of Common Stock at the rate of 703.37335 shares of Common Stock for each Preferred Share (or a total of 20,996,398 shares of Common Stock upon full conversion). The Series C Convertible Preferred Stock has weighted-average anti-dilution protection and a provision that in no event shall the Series C Convertible Preferred Stock convert into less than 51% of the outstanding shares of Common Stock. As part of the transaction and pursuant to the terms of the Preferred Shares, PVC obtained significant representation on the Board of Directors of the Issuer and is in a position to influence board and operational decisions. The holders of the Series C Convertible Preferred Stock are entitled to elect three of the seven members of the Issuer's Board of Directors. In connection with the closing of the transaction, the three members of the Board of Directors theretofore designated by the holders of the Series C Convertible Preferred stock voluntarily relinquished their board positions, and were replaced by Falk, Blue and Dr. Richard Corbin. In addition, the holders of the Series C Convertible Preferred Stock may immediately elect one additional member to the Issuer's Board of Directors to replace one of the board members elected by the Issuer's Common Stock shareholders if the Issuer fails to achieve certain minimum cash levels or the Issuer fails to make its required principal and interest payments in accordance with the terms of the agreements documenting the terms of the Debt. PVC may determine that the ownership of the Issuer's securities represents an attractive investment opportunity, and reserves the right to buy additional shares of Series C Convertible Preferred Stock or Common Stock. Except in the ordinary course of business and except as otherwise described in the previous paragraphs, the Reporting Persons have no present plans or proposals that would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, renew or reconsider their position and formulate plans or proposals with respect thereto, but have no present intention of doing so. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) PVC may be deemed to be the beneficial owner of an aggregate of 20,996,398 shares of Common Stock, representing approximately 55.6% of the issued and outstanding shares of Common Stock of the Issuer. This holding represents the right to convert 29,851 Preferred Shares into shares of Common Stock at any time after October 12, 2003. Upon the conversion of such Preferred Shares, ComVest may be deemed to be the beneficial owner of an aggregate of 20,996,398 shares of Common Stock, representing approximately 55.6% of the issued and outstanding shares of Common Stock of the Issuer. These holdings are the 20,996,398 shares of Common Stock beneficially owned by PVC. In its capacity as co-manager of PVC, ComVest may be deemed to share indirect voting and dispositive power with respect to such entities' shares and may therefore be deemed to be the beneficial owner of such securities. Upon the conversion of these Preferred Shares, Commonwealth may be deemed to be the beneficial owner of an aggregate of 20,996,398 shares of Common Stock, representing approximately 55.6% of the issued and outstanding shares of Common Stock of the Issuer. These holdings are the 20,996,398 shares of Common Stock beneficially owned by PVC. In its capacity as co-manager of PVC, Commonwealth may be deemed to share indirect voting and dispositive power with respect to such entities' shares and may therefore be deemed to be the beneficial owner of such securities. Upon the conversion of these Preferred Shares, Falk may be deemed to be the beneficial owner of an aggregate of 20,996,398 shares of Common Stock, representing approximately 55.6% of the issued and outstanding shares of Common Stock of the Issuer. These holdings are the 20,996,398 shares of Common Stock beneficially owned by PVC. In his capacity as Chairman and principal member of Group Holdings, Falk may be deemed to share indirect voting and dispositive power with respect to such entities' shares and may therefore be deemed to be the beneficial owner of such securities. Upon the conversion of these Preferred Shares, Blue may be deemed to be the beneficial owner of an aggregate of 20,996,398 shares of Common Stock, representing approximately 55.6% of the issued and outstanding shares of Common Stock of the Issuer. These holdings are the 20,996,398 shares of Common Stock beneficially owned by PVC. In his capacity as a member, director and the President of Group Holdings, Blue may be deemed to share indirect voting and dispositive power with respect to such entities' shares and may therefore be deemed to be the beneficial owner of such securities. (b) Number of shares as to which each such person has: (1) Sole power to vote or to direct the vote, and sole power to dispose or direct the disposition of: Not applicable. (2) Shared power to vote or to direct the vote, and shared power to dispose or direct the disposition of: PVC, ComVest, Commonwealth, Falk and Blue may be deemed to share such voting and disposition powers with respect to the 20,996,398 shares of Common Stock beneficially held by PVC. (c) In the past sixty (60) days, the Reporting Persons have not made purchases and sales of the shares of Common Stock in the open market. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Pursuant to an Intercreditor Agreement between PVC and Wachovia Bank, National Association dated March 7, 2003 (the "Intercreditor Agreement"), PVC will have 15 days from the first date (if any) on which it has the right to obtain control of the Board of Directors of the Issuer to notify the existing senior lenders that PVC will not exercise the right to control the Board of Directors of the Issuer and that PVC thus will not subordinate its Debt to the remaining Debt held by the existing senior lenders. In such event, the existing senior lenders shall then have the option, exercisable within 15 days of such notice, to repurchase 14,304 of the Preferred Shares held by PVC at a price of $33.50 per share. Also pursuant to the Intercreditor Agreement, PVC has agreed that, subject to certain exceptions for fundamental changes, PVC will vote its Debt consistently with and on the same percentage basis as the other senior lenders with respect to all matters submitted or required to be submitted to a vote or consent of the holders of Debt. Except as described in the previous paragraphs, neither Mr. Falk, Mr. Blue nor any of the entities comprising the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1: Intercreditor Agreement between PVC Funding Partners, LLC and Wachovia Bank, National Association dated March 7, 2003. Exhibit 2: Joint Filing Agreement, as required by Rule 13d-1 under the Securities Exchange Act of 1934. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 7, 2003 PVC Funding Partners, LLC By: ComVest Venture Partners, L.P., its manager By: ComVest Management, LLC, its general partner By:/s/Michael S. Falk ----------------------------- Name: Michael S. Falk Title: Manager By: Commonwealth Associates, L.P., its manager By: Commonwealth Management, LLC, its general partner By:/s/Inder Tallur ------------------------- Name: Inder Tallur Title: Secretary Dated: March 7, 2003 ComVest Venture Partners, L.P. By: ComVest Management, LLC, its general partner By:/s/Michael S. Falk ------------------------- Name: Michael S. Falk Title: Manager Dated: March 7, 2003 Commonwealth Associates, L.P. By: Commonwealth Management, LLC, its general partner By:/s/ Inder Tallur ------------------------- Name: Inder Tallur Title: Secretary Dated: March 7, 2003 /s/Michael S. Falk ------------------------- Michael S. Falk Dated: March 7, 2003 /s/Harold Blue ------------------------- Harold Blue EXHIBIT INDEX 1. Intercreditor Agreement between PVC Funding Partners, LLC and Wachovia Bank, National Association dated March 7, 2003. 2. Joint Filing Agreement, as required by Rule 13d-1 under the Securities Exchange Act of 1934. EX-1 3 e857081.txt INTERCREDITOR AGREEMENT EXHIBIT 1 INTERCREDITOR AGREEMENT INTERCREDITOR AGREEMENT (this "Agreement"), entered into as of the 7th day of March, 2003, by and between PVC FUNDING PARTNERS LLC (the "Purchaser") and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent under the Credit Agreement and the Series C Issuance Agreement described below (the "Administrative Agent"). W I T N E S S E T H : WHEREAS, pursuant to that certain Note and Share Purchase Agreement dated as of December 20, 2002 and/or one or more other agreements pursuant to which Shares (as hereinafter defined) have been sold to the Purchaser on or about the date hereof (collectively, as amended, the "Purchase Agreement"), the Purchaser has, on the date hereof, purchased and acquired from the Sellers (as hereinafter defined) an aggregate of (a) $20,500,000 in principal amount of Notes (and the corresponding Commitments) outstanding under the Third Amended and Restated Credit Agreement dated as of April 12, 2002 (the "Credit Agreement") by and among PlanVista Corporation ("PVC"), PlanVista Solutions, Inc., the "Lenders" thereunder and the Administrative Agent, and (b) 29,851 shares of Series C Convertible Preferred Stock of PVC; and WHEREAS, as a condition to the parties' obligations to consummate the transactions pursuant to the Purchase Agreement, the parties hereto have agreed to enter into this Agreement to provide for certain matters relating to their ownership of Notes and Shares (as such terms are hereinafter defined); NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein set forth, the parties hereby covenant and agree as follows: 1. DEFINITIONS. (a) As used in this Agreement, (i) the term "Seller" means each person which has sold Notes and/or Shares to the Purchaser pursuant to the Purchase Agreement, (ii) the term "Notes" means the "Term Notes" as defined in and under and pursuant to the Credit Agreement, and shall also include all related Commitments (including letter of credit funding obligations) under the Credit Agreement, (iii) the term "Purchaser Notes" means the Notes purchased by the Purchaser pursuant to the Purchase Agreement, and any Notes issued in substitution or replacement therefor at any time and from time to time, (iv) the term "Non-Purchaser Notes" means all Notes outstanding at any time other than the Purchaser Notes then outstanding, (v) the term "Debt Sellers" means those Sellers who have sold the Purchaser Notes to the Purchaser on the date hereof pursuant to the Purchase Agreement, (vi) the term "Shares" means all shares of Series C Convertible Preferred Stock of PVC outstanding from time to time (including any shares issued as in-kind dividends on the Series C Convertible Preferred Stock of PVC), and (vii) the term "Purchaser Shares" means the Shares purchased by the Purchaser pursuant to the Purchase Agreement. (b) All other capitalized terms used in this Agreement without definition have the respective meanings ascribed to them (directly or by reference) in the Purchase Agreement. 2. DEBT PROVISIONS. By reason of the Purchaser's purchase of the Purchaser Notes pursuant to the Purchase Agreement, the Purchaser hereby joins in and becomes a party to the Credit Agreement as a "Lender" thereunder, and shall have and enjoy all rights of a "Lender" pursuant to the Credit Agreement and other Loan Documents pursuant thereto, except that (a) any and all scheduled payments of principal pursuant to Section 2.2(a) of the Credit Agreement prior to the Maturity Date (as such term is defined in the Credit Agreement), and any and all mandatory prepayments pursuant to Sections 2.2(b)(ii)(C), 2.2(b)(ii)(D), 2.2(b)(ii)(E) and/or 2.2(b)(ii)(F) of the Credit Agreement, shall be allocated and paid first to the holders of the Non-Purchaser Notes, ratably in proportion to the respective principal balances of such Non-Purchaser Notes, in reduction of such Non-Purchaser Notes until such Non-Purchaser Notes have been paid in full, and thereafter to the holders of the Purchaser Notes, ratably in proportion to the respective principal balances of such Purchaser Notes, until the Purchaser Notes have been paid in full, and (b) in all matters submitted or required to be submitted to a vote or consent of the Lenders under any of the Loan Documents (other than matters described in clauses (a) through (g) of Section 13.12 of the Credit Agreement, as to which (i) the holders of the Purchaser Notes shall retain their voting rights, and (ii) the proxy below shall not be applicable), the Purchaser Notes shall be voted consistently (on a percentage basis) with the vote or consent given by the Debt Sellers (determined based on the respective principal amounts of Non-Purchaser Notes held of record by such Debt Sellers), and the Administrative Agent (as acting from time to time) is hereby authorized (as a proxy coupled with an interest, which shall not be revocable unless and until all of the Notes have been paid in full and all Commitments under the Credit Agreement have been terminated) to vote or give consents with respect to the Purchaser Notes in accordance with this Section 2(b). 3. EQUITY PROVISIONS. (a) By reason of its purchase of Purchaser Shares pursuant to the Purchase Agreement, the Purchaser hereby joins in and becomes a party to, and agrees to be bound by and comply with, and shall have all rights and benefits under, the Stockholders Agreement dated as of April 12, 2002 by and among PVC and the holders of the outstanding Shares (the "Stockholders Agreement") (b) So long as the Purchaser and/or its affiliates collectively own a majority of the outstanding Shares, the Purchaser shall have the right to designate itself as the Administrative Agent under and for all purposes of the Series C Convertible Preferred Stock Issuance and Restructuring Agreement dated as of April 12, 2002 by and among PVC, the "Investors" thereunder and the Administrative Agent (the "Series C Issuance Agreement"). Any such substitution shall be effective upon written notice thereof from the Purchaser to the Administrative Agent, and the Administrative Agent hereby agrees to cooperate with the Purchaser in all reasonable respects in effecting any such transition. 2 (c) In order to fill the vacancies in the Board of Directors of PVC caused by the resignation on the date hereof of the Class B Directors previously designated by the holders of the Shares, the Purchaser (as the holder of a majority of the outstanding Shares) hereby designates Harold Blue, Richard Corbin and Michael Falk as Class B Directors of PVC, and the Purchaser hereby votes all of its Shares in favor of such nominees. The Purchaser, the Administrative Agent and each holder of Shares is hereby authorized to give written notice to PVC of such new Class B Directors, who shall be deemed to have taken on such positions effective immediately upon the effectiveness of the resignations of the prior Class B Directors. (d) In the event of the first Board Shift Event (as such term is defined in the Certificate of Designation in respect of the Shares) occurring subsequent to the date hereof, if, as and when the holders of the Purchaser Shares (or their Class B Director designees) elect a fourth Class B Director and thereby constitute the Class B Directors a majority of the entire Board of Directors of PVC, or if, within fifteen (15) days after any holder of Purchaser Shares obtains actual knowledge of such Board Shift Event, the holders of the Purchaser Shares (acting by a majority in interest of such holders) fail to give written notice to the Administrative Agent (on behalf of the holders of the Non-Purchaser Notes) indicating that the holders of the Purchaser Shares will not exercise their right to elect a fourth Class B Director by reason of such Board Shift Event, then, automatically and without requirement of any further action, agreement or writing of any person, the subordination provisions set forth in Annex A annexed hereto shall become operative. In the event that, within fifteen (15) days after any holder of Purchaser Shares obtains actual knowledge of such Board Shift Event, the holders of the Purchaser Shares (acting by a majority in interest of such holders) give written notice to the Administrative Agent (on behalf of holders of the Non-Purchaser Notes) indicating that such right of election will not be exercised in respect of such Board Shift Event, then (i) such subordination provisions shall not become operative, (ii) the Administrative Agent shall, within five (5) days thereafter, give written notice to the holders of Non-Purchaser Notes of such notice of non-exercise by the holders of Purchaser Shares, and (iii) the holders of a majority of the outstanding Non-Purchaser Notes shall have the option, exercisable (if at all) within fifteen (15) days after the giving of such notice by the holders of the Purchaser Shares, to purchase (ratably as among the electing holders of Non-Purchaser Notes (as buyers) and as among the holders of Purchaser Shares (as sellers), or in such other proportion(s) as may be agreed by such holders), at a price of $33.50 per Purchaser Share (which shall be payable by wire transfer of immediately available funds within five (5) business days after the exercise of the option hereunder), 14,304 of the Purchaser Shares purchased by the Purchaser on the date hereof pursuant to the Purchase Agreement. Upon any exercise of the foregoing option, the subject Purchaser Shares purchased by the holders of Non-Purchaser Notes shall cease to be Purchaser Shares for purposes of this Agreement, and the transfer thereof shall be effective upon the payment therefor in accordance herewith. The provisions of this Section 3(d) shall only be applicable in respect of the first Board Shift Event occurring subsequent to the date hereof. 3 4. NOTICES. Any and all notices and other communications pursuant to this Agreement shall be in writing and shall be deemed given at the time when personally delivered, one (1) business day after being sent by recognized overnight courier service with all charges pre-paid or billed to the account of the sender, or five (5) business days after being sent by post-paid first class mail, in each case to the party being notified at its address set forth next to its signature below, or to such changed address as such party may have specified by written notice given in accordance herewith. 5. MISCELLANEOUS. (a) This Agreement shall, irrespective of where it is executed and delivered, be governed by and construed and interpreted in accordance with the laws of the State of New York, without regard to conflicts of laws principles. Any dispute, claim or controversy arising out of or in respect of this Agreement shall be litigated in a state or federal court sitting in New York County, New York, and each party hereby agrees and submits to the exclusive jurisdiction of such courts. (b) Neither this Agreement nor any provision hereof may be waived, modified or amended orally or by any course of conduct or usage of trade, but only by an agreement in writing duly executed by the Purchaser and the Administrative Agent (acting upon authorization by the holders of a majority in principal amount of the Non-Purchaser Notes then outstanding). Except in those instances in which specific times for performance are provided herein, no failure to exercise, or delay in exercising, on the part of any party, any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. (c) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign any of its rights or obligations under this Agreement or any of its Notes and/or Shares except in compliance with the Stockholders Agreement and to a person(s) who expressly agrees in writing (in form and substance reasonably satisfactory to the Purchaser and the Administrative Agent) to be bound by and to comply with this Agreement with respect to the Notes and/or Shares acquired by such person(s). (d) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original hereof, but all of which shall together constitute one and the same instrument. This Agreement may be executed by fax, and such signatures shall have the same binding legal effect as ink originals. (e) Captions and section headings used in this Agreement are for convenience of reference only, and shall not affect the construction or interpretation of any provision hereof. 4 (f) If any provision of this Agreement is held invalid or unenforceable, either in its entirety or by virtue of its scope or application to given circumstances, such provision shall thereupon be deemed modified only to the extent necessary to render same valid, or not applicable to given circumstances, or excised from this Agreement, as the situation may require, and this Agreement shall be construed and enforced as if such provision had been included herein as so modified in scope or application, or had not been included herein, as the case may be. (g) This Agreement constitutes the sole and entire agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter. (h) This Agreement is intended for the sole and exclusive benefit of the parties hereto, their respective successors and permitted assigns, the Debt Sellers, and the holders of Non-Purchaser Notes from time to time, and no other person shall have any right to rely on this Agreement or derive any benefit herefrom absent the express written consent of the party to be charged with such reliance or benefit. [The remainder of this page is intentionally blank] 5 IN WITNESS WHEREOF, the parties have executed this Agreement on and as of the date first set forth above. Purchaser: Address For Notices: PVC FUNDING PARTNERS LLC 830 Third Avenue By: /s/ Harold Blue 4th Floor -------------------- New York, NY 10022 Attn: Carl Kleidman Administrative Agent: Address For Notices: WACHOVIA BANK, NATIONAL ASSOCIATION 301 S. College Street By: /s/ Matthew Berk NC0537 --------------------- Charlotte, NC 28288 Attn: Matthew Berk SCHEDULE A TO INTERCREDITOR AGREEMENT
PRINCIPAL AMOUNT OF TERM SERIES C PREFERRED SHARES HOLDER LOAN HELD HELD - ------ --------- ---- PVC Funding Partners LLC $20,500,000 29,851 Wachovia Bank, National Association $3,041,820 195 Credit Lyonnais, New York Branch $1,935,000 124 Suntrust Bank $2,211,705 142 Spring Street Capital $2,211,705 142 Southtrust Bank $1,935,000 124 Cooperative Centrale Raiffeisen-Boerenleebank Ba $1,935,000 124 "Rabobank Nederland," New York Branch Bank of America, N.A. $2,765,115 178 AmSouth Bank $1,104,885 71 Hibernia National Bank $1,104,885 71 Fifth Third Bank, Central Ohio $1,104,885 71
7 ANNEX A TO INTERCREDITOR AGREEMENT The following provisions shall not be or become operative unless and until they become operative in accordance with Section 3(d) of this Agreement: 1. Definitions. In addition to those terms defined elsewhere in this Agreement, the following terms shall have the following meanings wherever used in this Annex: (a) "Credit Party" shall have the meaning ascribed thereto in the Credit Agreement. (b) "Junior Creditor" means the collective reference to all holders of Junior Debt from time to time. (c) "Junior Debt" means all principal, interest and other obligations owing at any time and from time to time by any Credit Party under or in respect of the Purchaser Notes, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, or original, renewed or extended. (d) "Senior Creditor" means the collective reference to all holders of Senior Debt from time to time. The Junior Creditor shall at all times be entitled to rely upon the authority of the Administrative Agent as the representative of the Senior Creditor for all purposes of this Annex. (e) "Senior Debt" means all principal, interest and other obligations owing at any time and from time to time by any Credit Party under or in respect of the Non-Purchaser Notes, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, or original, renewed or extended. 2. Subordination of Junior Debt. The Junior Creditor will not ask, demand, accelerate, sue for, enforce, take, collect or receive, by set-off or in any other manner, any payments, prepayments or distributions on or in respect of the Junior Debt (whether of principal, interest, collection costs or otherwise) (a) from any Credit Party, or any successor or assign of any Credit Party, including, without limitation, a receiver, trustee or debtor-in-possession (the term "Credit Party" hereinafter shall include any such successor or assign of any Credit Party), or (b) from any other person, firm, partnership or corporation for the benefit of any Credit Party, unless and until (i) all of the Senior Debt shall have been fully paid and satisfied with interest (including without limitation, any and all interest accruing upon and after the commencement of any proceedings under the United States Bankruptcy Code as in effect from time to time), and (ii) the Credit Agreement and the other Loan Documents have been terminated. 3. Payments Received by the Junior Creditor. In the event that any payment, prepayment or distribution shall be received by the Junior Creditor upon or with respect to the Junior Debt prior to the satisfaction of all of the Senior Debt and termination of the Credit 8 Agreement and all other Loan Documents, the Junior Creditor shall receive and hold the same in trust, as trustee for the benefit of the Senior Creditor, and shall forthwith wire transfer the amount of the same to the Senior Creditor, for application on the Senior Debt, due or not due, and, until so delivered, the same shall be held in trust by the Junior Creditor as the property of the Senior Creditor, and shall not be commingled with any other property of the Junior Creditor. In the event of the failure of the Junior Creditor to make any such endorsement, assignment or transfer to the Senior Creditor, the Senior Creditor or any of its officers or employees is hereby irrevocably authorized to make the same. 4. Ownership. The Junior Creditor shall not transfer or assign any of the Junior Debt except to an assignee or transferee who expressly agrees in writing to hold such Junior Debt subject to the terms of this Annex. 5. Amendments; Legend. (a) None of the stated terms of the Junior Debt, as in effect at the inception of the effectiveness of this Annex, may be altered, amended or otherwise modified in any manner such as would in any manner increase or otherwise alter any Credit Party's obligations thereunder in any manner adverse to any Credit Party, without the prior written consent of a majority in interest of the Senior Creditor. (b) Each Purchaser Note shall be inscribed with a legend or provision conspicuously indicating that payment thereof and thereunder may, under the circumstances provided in Section 3(d) of this Agreement, be subordinated to the claims of the holders of Senior Debt pursuant to the terms of this Annex, and true and complete copies thereof will be delivered to the Administrative Agent. Any instrument evidencing any of the Junior Debt, or any portion thereof, which is thereafter executed by any Credit Party will, on the date thereof, be inscribed with the aforesaid legend or provision and a true and complete copy thereof will be delivered to the Administrative Agent on the date of its execution or within five (5) business days thereafter. 6. Continuing Subordination; Nature of Subordination. (a) The Junior Creditor acknowledges and agrees that the terms and provisions of this Annex do not conflict with or violate any terms or provisions of any agreement, instrument or document executed by any Credit Party and, or in favor of, the Junior Creditor, and that, to the extent the terms and provisions of this Annex may be inconsistent with any such Annex, instrument or document, such agreements, instruments and documents shall be deemed to be superseded by this Annex. (b) This Annex shall be irrevocable and shall remain in effect until the Senior Debt shall have been paid in full and the Credit Agreement and the other Loan Documents have been terminated. (c) Notwithstanding that this Annex may cease to be effective at any time or for any reason, in the event that any payment made to the Senior Creditor in reliance upon this Annex is subsequently required to be returned to any Credit Party or any trustee in bankruptcy of a Credit Party by reason of such payment having been a fraudulent conveyance or 9 other avoidable payment, this Annex shall be reinstated to the extent of any such avoidable payment which is required to be returned. (d) The provisions of this Annex are intended solely for the purpose of defining the relative rights of the holders of the Senior Debt (on the one hand) and the holders of the Junior Debt (on the other hand), and none of such provisions shall impair, as between the Junior Creditor and any Credit Party, the obligations of any Credit Party to make payments in respect of the Junior Debt in accordance with the terms thereof (subject to the terms and conditions of this Annex). 7. Waivers. No waiver or amendment shall be deemed to be made by the Senior Creditor of any of its rights hereunder, unless the same shall be in writing and signed by the Administrative Agent on behalf of a majority in interest of the Senior Creditor, and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the Senior Creditor or the obligations of the Junior Creditor to the Senior Creditor in any other respect at any other time. 8. Subrogation. Upon payment in full of the Senior Debt, the Junior Creditor shall be subrogated to all rights of the Senior Creditor in respect of the Senior Debt. 10 EX-2 4 e872111.txt JOINT FILING AGREEMENT EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13D and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of PlanVista Corporation, and hereby affirm that this Schedule l3D is being filed on behalf of each of the undersigned. Dated: March 7, 2003 PVC Funding Partners, LLC By: ComVest Venture Partners, L.P., its manager By: ComVest Management, LLC, its general partner By:/s/Michael S. Falk ----------------------------- Name: Michael S. Falk Title: Manager By: Commonwealth Associates, L.P., its manager By: Commonwealth Management, LLC, its general partner By:/s/Inder Tallur ------------------------- Name: Inder Tallur Title: Secretary Dated: March 7, 2003 ComVest Venture Partners, L.P. By: ComVest Management, LLC, its general partner By:/s/Michael S. Falk ------------------------- Name: Michael S. Falk Title: Manager Dated: March 7, 2003 Commonwealth Associates, L.P. By: Commonwealth Management, LLC, its general partner By:/s/ Inder Tallur ------------------------- Name: Inder Tallur Title: Secretary Dated: March 7, 2003 /s/Michael S. Falk ------------------------- Michael S. Falk Dated: March 7, 2003 /s/Harold Blue ------------------------- Harold Blue -----END PRIVACY-ENHANCED MESSAGE-----