CNVY / Convey Health Solutions Holdings Inc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

CNVY / Convey Holding Parent, Inc. / TPG GP A, LLC - AMENDMENT TO FORM SC 13G Passive Investment

SC 13G/A 1 cnvy-sc13ga123121.htm AMENDMENT TO FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1 )* Under the Securities Exchange Act of 1934 Convey Health Solutions Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Titles of Class of Securities) 21258C108 (CUSIP Number) December 31, 2021 (Date of Event Which Req

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40506 CONVEY HEALTH SOLUTIONS HOLDINGS, INC. (Exact name of registrant a

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 18, 2022, pursuant to the provisions of Rule 12d2-2 (a).

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

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): October 7, 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 incorporati

Convey Announces Closing of Acquisition by TPG Convey Taken Private by TPG for $10.50 per Share in Cash

Exhibit 99.1 Convey Announces Closing of Acquisition by TPG Convey Taken Private by TPG for $10.50 per Share in Cash FORT LAUDERDALE, FL (October 7, 2022) ? Convey Health Solutions Holdings, Inc. (NYSE: CNVY) (?Convey?), a leading healthcare technology and services company, announced today the closing of its acquisition by TPG Capital, the large-scale U.S. and European private equity platform of a

Amended and Restated Certificate of Incorporation of Convey Health Solutions Holdings, Inc.

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONVEY HEALTH SOLUTIONS HOLDINGS, Inc. Adopted October 7, 2022 * * * ARTICLE ONE The name of the corporation is Convey Health Solutions Holdings, Inc. (the ?Company?). ARTICLE TWO The registered office of the Company in the State of Delaware is located at 4001 Kennett Pike, Suite 302, Wilmington, County of New Castle, Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 3) (Rule 13E-100) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 CONVEY HEALTH SOLUTIONS HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 3) (Rule 13E-100) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 CONVEY HEALTH SOLUTIONS HOLDINGS, INC. (Name of the Issuer) Convey Health Solutions Holdings, Inc. TPG Cannes Aggregation, L.P. Commodore Parent 2022, LLC TPG VIII Cannes Holdings, L.P. TP

As filed with the U.S. Securities and Exchange Commission on October 7, 2022

As filed with the U.S. Securities and Exchange Commission on October 7, 2022 Registration No. 333-257121 Registration No. 333-263981 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-257121 FORM S-8 REGISTRATION STATEMENT NO. 333-263981 UNDER THE SECURITIES ACT OF 1933 Convey Health Solutions Holdings,

As filed with the U.S. Securities and Exchange Commission on October 7, 2022

As filed with the U.S. Securities and Exchange Commission on October 7, 2022 Registration No. 333-257121 Registration No. 333-263981 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-257121 FORM S-8 REGISTRATION STATEMENT NO. 333-263981 UNDER THE SECURITIES ACT OF 1933 Convey Health Solutions Holdings,

Amendment No. 6, dated as of October 7, 2022, to the First Lien Credit Agreement, dated as of September 4, 2019, as amended prior to the date hereof, by and among, inter alios, Convey Health Solutions, Inc., as borrower, Ares Capital Corporation, as administrative agent and collateral agent, and the lenders and agents party thereto.

Exhibit 10.1 AMENDMENT NO. 6 TO FIRST LIEN CREDIT AGREEMENT This AMENDMENT NO. 6 TO FIRST LIEN CREDIT AGREEMENT, dated as of October 7, 2022 (this ?Amendment?), is entered into by and among Convey Health Solutions, Inc., a Delaware corporation (the ?Borrower?), Ares Capital Corporation, as administrative agent and collateral agent (in such capacities, including any successor thereto, the ?Administ

Amended Bylaws of Convey Health Solutions Holdings, Inc.

Exhibit 3.2 FOURTH AMENDED AND RESTATED BYLAWS of Convey Health Solutions Holdings, Inc. A Delaware Corporation Table of Contents 1 Offices 1 2 Stockholders 1 3 Directors 5 4 Committees 7 5 General Provisions Relating to Meetings 9 6 Officers 9 7 Certificates and Shareholders 10 8 Indemnification of Directors, Officers, Employees and Agents 11 9 Miscellaneous Provisions 13 FOURTH AMENDED AND RESTA

Convey Health Solutions Holdings, Inc. 100 SE 3rd Avenue, 26th Floor Fort Lauderdale, FL 33394 NOTICE OF WRITTEN CONSENT AND APPRAISAL RIGHTS AND INFORMATION STATEMENT WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

Exhibit (a)(1) TABLE OF CONTENTS Convey Health Solutions Holdings, Inc. 100 SE 3rd Avenue, 26th Floor Fort Lauderdale, FL 33394 NOTICE OF WRITTEN CONSENT AND APPRAISAL RIGHTS AND INFORMATION STATEMENT WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. To our Stockholders: This notice of written consent and appraisal rights and information statement is being furnished t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? ? Preliminary information statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? ? ? Definitive information statement ? Convey

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) (Rule 13E-100) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 CONVEY HEALTH SOLUTIONS HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) (Rule 13E-100) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 CONVEY HEALTH SOLUTIONS HOLDINGS, INC. (Name of the Issuer) Convey Health Solutions Holdings, Inc. TPG Cannes Aggregation, L.P. Commodore Parent 2022, LLC Commodore Merger Sub 2022, Inc. T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. 1)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. 1) Check the appropriate box: ? Preliminary information statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? ? Definitive information state

Convey Health Solutions Holdings, Inc. Amendment No. 1 to Schedule 13E-3 and Schedule 14C Submitted August 25, 2022 CIK No. 0001787640

August 25, 2022 Convey Health Solutions Holdings, Inc. Amendment No. 1 to Schedule 13E-3 and Schedule 14C Submitted August 25, 2022 CIK No. 0001787640 Dear Mr. Killoy and Ms. Chalk: Convey Health Solutions Holdings, Inc. (the ?Company?) has filed today with the staff (the ?Staff?) of the Securities and Exchange Commission (the ?SEC?), via EDGAR, this letter and the Company?s amended Schedule 13E-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) (Rule 13E-100) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 CONVEY HEALTH SOLUTIONS HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) (Rule 13E-100) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 CONVEY HEALTH SOLUTIONS HOLDINGS, INC. (Name of the Issuer) Convey Health Solutions Holdings, Inc. TPG Cannes Aggregation, L.P. Commodore Parent 2022, LLC Commodore Merger Sub 2022, Inc. T

Calculation of Filing Fee Tables SC 13E3/A (Form Type) Convey Health Solutions Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 to Paragraph (a)(7)

EX-FILING FEES Calculation of Filing Fee Tables SC 13E3/A (Form Type) Convey Health Solutions Holdings, Inc.

Calculation of Filing Fee Tables PRER14C (Form Type) Convey Health Solutions Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

EX-FILING FEES Calculation of Filing Fee Tables PRER14C (Form Type) Convey Health Solutions Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40506 Convey Heal

Section 262 of the Delaware General Corporation Law

Exhibit (f)(1) Section 262 of the Delaware General Corporation Law ? 262. Appraisal rights. (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied

Confidential discussion materials prepared by Centerview Partners LLC, dated June 7, 2022, for the Special Committee of Convey Health Solutions Holdings, Inc.’s Board of Directors

Exhibit (c)(5) - Confidential - June 7, 2022 Project Commodore Confidential Discussion Materials 1 - Confidential - Disclaimer This presentation has been prepared by Centerview Partners LLC (?Centerview?) for use solely by the Special Committee of the Board of Directors of Commodore (?the Company?) in connection with its evaluation of a proposed transaction involving the Company and for no other purpose .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 CONVEY HEALTH SOLUTIONS HOLDINGS, INC. (Name of the Issuer) Convey Heal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 CONVEY HEALTH SOLUTIONS HOLDINGS, INC. (Name of the Issuer) Convey Health Solutions Holdings, Inc. TPG Cannes Aggregation, L.P. Commodore Parent 2022, LLC Commodore Merger Sub 2022, Inc. Stephen C. Farrell Timothy Fairban

Confidential discussion materials prepared by Centerview Partners LLC, dated June 3, 2022, for the Special Committee of Convey Health Solutions Holdings, Inc.’s Board of Directors

Exhibit (c)(4) - Confidential - June 3, 2022 Project Commodore Confidential Discussion Materials 1 - Confidential - Disclaimer This presentation has been prepared by Centerview Partners LLC (?Centerview?) for use solely by the Special Committee of the Board of Directors of Commodore (?the Company?) in connection with its evaluation of a proposed transaction involving the Company and for no other purpose .

Confidential discussion materials prepared by Centerview Partners LLC, dated May 13, 2022, for the Special Committee of Convey Health Solutions Holdings, Inc.’s Board of Directors

Exhibit (c)(2) - Confidential - May 13, 2022 Confidential Discussion Materials 1 - Confidential - - Confidential - Disclaimer This presentation has been prepared by Centerview Partners LLC (?Centerview?) for use solely by the Special Committee of the Board of Directors of Convey Health Solutions Holdings, Inc .

Preliminary Information Statement of Convey Health Solutions Holdings, Inc.

Exhibit (a)(1) TABLE OF CONTENTS PRELIMINARY INFORMATION STATEMENT???SUBJECT TO COMPLETION Convey Health Solutions Holdings, Inc.

Agreement and Plan of Merger, dated as of June 20, 2022, by and among Convey Health Solutions Holdings, Inc., Commodore Parent 2022, LLC and Commodore Merger Sub, 2022 Inc.

Exhibit (d)(1) AGREEMENT AND PLAN OF MERGER by and among COMMODORE PARENT 2022, LLC, COMMODORE MERGER SUB 2022, INC.

Confidential discussion materials prepared by Centerview Partners LLC, dated June 20, 2022, for the Special Committee of Convey Health Solutions Holdings, Inc.’s Board of Directors

Exhibit (c)(6) - Confidential - June 20, 2022 Project Commodore Confidential Discussion Materials 1 - Confidential - Disclaimer This presentation has been prepared by Centerview Partners LLC (?Centerview?) for use solely by the Special Committee of the Board of Directors of Commodore (?the Company?) in connection with its evaluation of a proposed transaction involving the Company and for no other purpose .

Amended and Restated Debt Commitment Letter, dated July 12, 2022, by and among Ares Capital Management LLC, PSP Investments Credit USA LLC and New Mountain Finance Advisers BDC, L.L.C.

Exhibit (b)(2) ARES CAPITAL MANAGEMENT LLC 245 Park Avenue New York, NY 10167 PSP INVESTMENTS CREDIT USA LLC 450 Lexington Avenue, 37th Floor New York, NY 10017 NEW MOUNTAIN FINANCE ADVISERS BDC, L.

Calculation of Filing Fee Tables PREM14C (Form Type) Convey Health Solutions Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

EX-FILING FEES Calculation of Filing Fee Tables PREM14C (Form Type) Convey Health Solutions Holdings, Inc.

Confidential discussion materials prepared by Centerview Partners LLC, dated May 31, 2022, for the Special Committee of Convey Health Solutions Holdings, Inc.’s Board of Directors

Exhibit (c)(3) - Confidential - May 31, 2022 Project Commodore Confidential Discussion Materials 1 - Confidential - Disclaimer This presentation has been prepared by Centerview Partners LLC (?Centerview?) for use solely by the Special Committee of the Board of Directors of Commodore (?the Company?) in connection with its evaluation of a proposed transaction involving the Company and for no other purpose .

Opinion of Centerview Partners LLC to the Special Committee of the Board of Directors of Convey Health Solutions Holdings, Inc. dated June 20, 2022

Exhibit (c)(1) Centerview Partners LLC 31 West 52nd Street New York, NY 10019 June 21, 2022 The Special Committee of the Board of Directors Convey Health Solutions Holdings, Inc.

Filing Fee Table.

EX-FILING FEES Calculation of Filing Fee Tables SC 13E3 (Form Type) Convey Health Solutions Holdings, Inc.

Form of Rollover and Support Agreement

Exhibit (d)(2) ROLLOVER AND SUPPORT AGREEMENT ROLLOVER AND SUPPORT AGREEMENT (this ?Agreement?) is dated as of [?], 2022 by and among Commodore Parent 2022, LLC, a Delaware limited liability company (?Parent?) and the stockholder of Convey Health Solutions Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary information statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? ? Definitive information statement ? Convey Heal

Debt Commitment Letter, dated June 20, 2022, by and among Ares Capital Management LLC and PSP Investments Credit USA LLC

Exhibit (b)(1) ARES CAPITAL MANAGEMENT LLC 245 Park Avenue New York, NY 10167 PSP INVESTMENTS CREDIT USA LLC 450 Lexington Avenue, 37th Floor New York, NY 10017 CONFIDENTIAL June 20, 2022 Commodore Merger Sub 2022, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): June 20, 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

Convey To Be Taken Private By TPG Convey Shareholders to Receive $10.50 per Share in Cash, Representing a 99% Premium Over Convey’s 30-Day Volume Weighted Average Price

Exhibit 99.1 Convey To Be Taken Private By TPG Convey Shareholders to Receive $10.50 per Share in Cash, Representing a 99% Premium Over Convey?s 30-Day Volume Weighted Average Price FORT LAUDERDALE, FL (June 21, 2022) ? Convey Health Solutions Holdings, Inc. (NYSE: CNVY) (?Convey?), a leading healthcare technology and services company, announced today that it has entered into a definitive merger a

Agreement and Plan of Merger, dated June 20, 2022, by and among Commodore Parent 2022, LLC, Commodore Merger Sub 2022, Inc., and Convey Health Solutions Holdings, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among COMMODORE PARENT 2022, LLC, COMMODORE MERGER SUB 2022, INC. and CONVEY HEALTH SOLUTIONS HOLDINGS, INC. Dated as of June 20, 2022 TABLE OF CONTENTS Page ARTICLE 1 The Merger; Closing; Effective Time Section 1.01. The Merger 2 Section 1.02. Closing 3 Section 1.03. Effective Time 3 ARTICLE 2 Certificate of Incorporation and Bylaws of the Surviving

Submission of Matters to a Vote of Security Holders

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): June 1, 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)

Convey Health Solutions Announces Financial Results for First Quarter 2022

Exhibit 99.1 Convey Health Solutions Announces Financial Results for First Quarter 2022 First Quarter 2022 Highlights ? Net revenues of $96.7 million, up 17% compared to Q1 2021 of $82.6 million ? Net loss of $1.2 million, which includes $1.6 million of HealthSmart purchase accounting and acquisition related expenses, compared to Q1 2021 net loss of $0.9 million ? Adjusted EBITDA of $15.3 million,

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 10, 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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40506 Convey Hea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

As filed with the Securities and Exchange Commission on March 30, 2022.

As filed with the Securities and Exchange Commission on March 30, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Convey Health Solutions Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 84-2099378 (State or Other Jurisdiction of Incorporation or Organi

Filing Fee Table (filed herewith)

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Convey Health Solutions Holdings, Inc.

EX-21.1

EX-21.1 3 q42021exhibit211.htm EX-21.1 Exhibit 21.1 Subsidiaries of Convey Health Solutions Holdings, Inc. Entity Name Jurisdiction of Organization Cannes Parent, Inc. Delaware Cannes I, LLC Delaware Cannes II, LLC Delaware CHTS, LLC Delaware Convey Health Parent, Inc. Delaware Convey Health Solutions, Inc. (d/b/a GHG Advisors) Delaware Convey Health Solutions Holdings, LLC Florida Convey Health S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40506 Convey Health S

Convey Health Solutions Announces Fourth Quarter and Record Full Year 2021 Financial Results Provides 2022 Guidance

Exhibit 99.1 Convey Health Solutions Announces Fourth Quarter and Record Full Year 2021 Financial Results Provides 2022 Guidance Fourth Quarter 2021 Highlights ? Net revenues of $97.3 million, up 12% compared to Q4 2020 ? Net income of $0.4 million, compared to net income of $8.1 million in Q4 2020 which included a one-time benefit of $10.8 million due to the valuation of certain earn-out payments

DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of Capital Stock

Exhibit 4.1 DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of Capital Stock The following description summarizes the most important terms of the capital stock of Convey Health Solutions Holdings, Inc. (?we?, ?us?, ?our? or the ?Company?). Our second amended and restated certificate of incorporation, as amended (the ?amend

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 23, 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 incorporatio

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 14, 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 incorpora

Convey Health Solutions Holdings, Inc. Appoints Paul V. Campanelli to Board of Directors

Exhibit 99.1 Convey Health Solutions Holdings, Inc. Appoints Paul V. Campanelli to Board of Directors FORT LAUDERDALE, Fla., February 15, 2022 /PRNewswire/ - Convey Health Solutions Holdings, Inc. (NYSE: CNVY) (?Convey?), a leading healthcare technology and services company, today announced the appointment of Paul Campanelli to its Board of Directors (?Board?). Mr. Campanelli has approximately 30

CNVY / Convey Holding Parent, Inc. / TPG GP A, LLC - SCHEDULE FILED TO REPORT AQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Convey Health Solutions Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Titles of Class of Securities) 21258C108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

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.

Exhibit 10.1 Execution Version AMENDMENT NO. 5 TO FIRST LIEN CREDIT AGREEMENT This AMENDMENT NO. 5 TO FIRST LIEN CREDIT AGREEMENT, dated as of February 1, 2022 (this ?Amendment?), is entered into by and among Convey Health Solutions, Inc., a Delaware corporation (the ?Borrower?), Ares Capital Corporation, as administrative agent and collateral agent (in such capacities, including any successor the

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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 1, 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 incorporat

Convey Health Solutions Completes Acquisition of HealthSmart International Acquisition Enhances Convey’s Supplemental Benefits Healthcare Offering

EX-99.1 3 tm225048d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Convey Health Solutions Completes Acquisition of HealthSmart International Acquisition Enhances Convey’s Supplemental Benefits Healthcare Offering FORT LAUDERDALE, FL – February 1, 2022 – Convey Health Solutions Holdings, Inc. (NYSE: CNVY) (Convey), a leading healthcare technology and services company, announced today that it completed the p

Other Events

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): January 11, 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 incorporat

Convey Health Solutions to Acquire HealthSmart International, a Home Healthcare Supplemental Benefits Company Acquisition enhances Convey’s leading Medicare Advantage supplemental benefit offering

Exhibit 99.1 Convey Health Solutions to Acquire HealthSmart International, a Home Healthcare Supplemental Benefits Company Acquisition enhances Convey?s leading Medicare Advantage supplemental benefit offering FORT LAUDERDALE, FL ? January 10, 2022 ? Convey Health Solutions Holdings, Inc. (NYSE: CNVY) (Convey), a leading healthcare technology and services company, announced today that it entered i

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): January 10, 2022 (January 9, 2022) Convey Health Solutions Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40506 84-2099378 (State or other jurisdic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40506 Convey

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 10, 2021 Convey Health Solutions Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40506 84-2099378 (State or other jurisdiction of incorpora

Convey Health Solutions Announces Financial Results for Third Quarter 2021

Exhibit 99.1 Convey Health Solutions Announces Financial Results for Third Quarter 2021 Third Quarter 2021 Highlights ? Net revenues of $82.4 million, up 19% compared to Q3 2020 ? Net income of $3.7 million, compared to $1.7 million net loss in Q3 2020 ? Adjusted EBITDA of $18.3 million, up 21% compared to Q3 2020 ? Expect full year 2021 net revenues of $335 million to $340 million ? Expect Adjust

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): November 4, 2021 Convey Health Solutions Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40506 84-2099378 (State or other jurisdiction of incorporat

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Convey Health Solutions Holdings, Inc.

Exhibit 3.1 CONVEY HOLDING PARENT, INC. Certificate of Amendment of Second Amended and Restated Certificate of Incorporation (Pursuant to Sections 141 and 242 of the General Corporation Law of the State of Delaware) Convey Holding Parent, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?Delaware General C

Third Amended and Restated Bylaws of Convey Health Solutions Holdings, Inc.

Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF CONVEY HEALTH SOLUTIONS HOLDINGS, INC. A Delaware corporation (Adopted as of October 22, 2021 and effective as of November 4, 2021) Convey Health Solutions Holdings, Inc. (the ?Corporation?), pursuant to the provisions of Section 109 of the General Corporation Law of the State of Delaware (the ?DGCL?), hereby adopts these Third Amended and Restated

Convey Holding Parent, Inc. Announces Corporate Name Change to Convey Health Solutions Holdings, Inc.

EX-99.1 4 ex99-1.htm PRESS RELEASE Exhibit 99.1 Convey Holding Parent, Inc. Announces Corporate Name Change to Convey Health Solutions Holdings, Inc. FORT LAUDERDALE, Fla., November 4, 2021 /PRNewswire/ - Convey Holding Parent, Inc. (NYSE: CNVY) (“Convey”), a leading healthcare technology and services company, today announced that it changed its corporate name to Convey Health Solutions Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40506 Convey Hold

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 12, 2021 Convey Holding Parent, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40506 84-2099378 (State or other jurisdiction of incorporation) (Commis

Convey Health Solutions Announces Financial Results for Second Quarter 2021

Exhibit 99.1 Convey Health Solutions Announces Financial Results for Second Quarter 2021 Second Quarter 2021 Highlights ? Net revenues of $75.2 million, up 22% compared to Q2 2020 ? Net loss of $13.1 million, which includes $15.2 million of one-time IPO-related costs, compared to $6.0 million net loss in Q2 2020 ? Adjusted EBITDA of $15.2 million, up 63% compared to Q2 2020 ? Expect full year 2021

AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT

Exhibit 10.8 Execution Version AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT This AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT, dated as of April 27, 2021 (this ?Amendment?), is entered into by and among Convey Health Solutions, Inc., a Delaware corporation (the ?Borrower?), Ares Capital Corporation, as administrative agent and collateral agent (in such capacities, including any successor there

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2021 Convey Holding Parent, Inc. (Exact name of registrant as specified in its charter) Delaware 001?40506 84-2099378 (State or other jurisdiction of incorp

Consulting Agreement by and between Arjun Aggarwal and HealthScape Advisors, LLC, effective as of August 2, 2021

Exhibit 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the ?Agreement?), entered into effective as of this 2nd day of August, 2021 (the ?Effective Date?), is by and between Arjun Aggarwal (?Mr. Aggarwal? or the ?Consultant?), an individual, and HealthScape Advisors, LLC, an Illinois limited liability company (the ?Company?). WITNESSETH: NOW THEREFORE, in consideration of the premise and the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 12, 2021 Convey Holding Parent, Inc. (Exact name of registrant as specified in its charter) Delaware 001?40506 84-2099378 (State or other jurisdiction of incorporation) (Commissi

Amendment No. 4 to First Lien Credit Agreement, dated as of July 12, 2021, by and among Convey Health Solutions, Inc., as borrower, Ares Capital Corporation, as administrative agent and collateral agent, and the term lenders party thereto.

Exhibit 10.1 AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT This AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT, dated as of July 12, 2021 (this ?Amendment?), is entered into by and among Convey Health Solutions, Inc., a Delaware corporation (the ?Borrower?), Ares Capital Corporation, as administrative agent and collateral agent (in such capacities, including any successor thereto, the ?Administra

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 23, 2021 Convey Holding Parent, Inc. (Exact name of registrant as specified in its charter) Delaware 001?40506 84-2099378 (State or other jurisdiction of incorporation) (Commissi

Convey Holding Parent, Inc. 2021 Employee Stock Purchase Plan.

Exhibit 10.5 CONVEY HOLDING PARENT, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN Approved by the Board of Directors on June 4, 2021 Approved by Stockholders on June 4, 2021 Effective on June 4, 2021 1. Purpose. The Plan consists of two components: a component that is intended to qualify as an ?employee stock purchase plan? under Section 423 of the Code (the ?423 Component?) and a component that is not i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Other Events

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): June 21, 2021 (June 15, 2021) Convey Holding Parent, Inc. (Exact name of registrant as specified in its charter) Delaware 001?40506 84-2099378 (State or other jurisdiction of incorpor

Convey Health Solutions Announces Closing of Initial Public Offering

Exhibit 99.1 Convey Health Solutions Announces Closing of Initial Public Offering FORT LAUDERDALE, Fla., June 18, 2021 /PRNewswire/ - Convey Holding Parent, Inc. (?Convey Health? or the ?Company?), a leading healthcare technology and services company, today announced the closing of its initial public offering of 13,333,334 shares of its common stock at a public offering price of $14.00 per share.

Second Amended and Restated Bylaws of Convey Holding Parent, Inc.

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF CONVEY HOLDING PARENT, INC. A Delaware corporation (Adopted as of June 17, 2021) Convey Holding Parent, Inc. (the ?Corporation?), pursuant to the provisions of Section 109 of the General Corporation Law of the State of Delaware (the ?DGCL?), hereby adopts these Second Amended and Restated Bylaws (these ?Bylaws?), which restate, amend and supersede

Second Amended and Restated Certificate of Incorporation of Convey Holding Parent, Inc.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONVEY HOLDING PARENT, INC. * * * * * CONVEY HOLDING PARENT, INC., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: FIRST: The Corporation was incorporated under the name Cannes Holding Parent, Inc. by the filing of its original Certificate of Inc

Form of Indemnification Agreement.

Exhibit 10.3 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is made and entered into as of [?], 2021, by and among Convey Holding Parent, Inc., a Delaware corporation (the ?Company?), and [NAME OF DIRECTOR/OFFICER] (?Indemnitee?). WHEREAS, in light of the litigation costs and risks to directors and officers resulting from their service to companies, and the desire of t

Convey Holding Parent, Inc. 2021 Omnibus Incentive Compensation Plan.

Exhibit 10.4 CONVEY HOLDING PARENT, INC. 2021 OMNIBUS INCENTIVE COMPENSATION PLAN SECTION 1. Purpose. The purpose of this 2021 Omnibus Incentive Compensation Plan (the ?Plan?) is to promote the interests of the Company (as defined below) and its stockholders by (a) attracting and retaining exceptional directors, officers, employees and consultants (including prospective directors, officers, employ

Registration Rights Agreement, dated June 15, 2021, by and among Convey Holding Parent, Inc., TPG Cannes Aggregation, L.P., Sharad S. Mansukani and Stephen C. Farrell.

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT BY AND AMONG CONVEY HOLDING PARENT, INC. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF JUNE 15, 2021 TABLE OF CONTENTS Page ARTICLE I EFFECTIVENESS Section 1.1. Effectiveness 1 ARTICLE II DEFINITIONS Section 2.1. Definitions 1 Section 2.2. Other Interpretive Provisions 6 ARTICLE III REGISTRATION RIGHTS Section 3.1. Demand Registration 7 Section 3.2. Shelf

Stockholders Agreement, dated June 15, 2021, by and between Convey Holding Parent, Inc. and TPG Cannes Aggregation, L.P.

Exhibit 10.1 STOCKHOLDERS AGREEMENT by and between CONVEY HOLDING PARENT, INC. and TPG CANNES AGGREGATION, L.P. Dated as of June 15, 2021 TABLE OF CONTENTS ARTICLE I DEFINITIONS SECTION 1.01 Certain Definitions 1 SECTION 1.02 Other Definitional and Interpretative Provisions 3 ARTICLE II REPRESENTATIONS AND WARRANTIES SECTION 2.01 Existence; Authority; Enforceability 4 SECTION 2.02 Absence of Confl

Underwriting Agreement, dated June 15, 2021, by and among Convey Holding Parent, Inc., TPG Cannes Aggregation, L.P., and BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters specified therein.

Exhibit 1.1 CONVEY HOLDING PARENT, INC. (a Delaware corporation) 13,333,334 Shares of Common Stock UNDERWRITING AGREEMENT Dated: June 15, 2021 CONVEY HOLDING PARENT, INC. (a Delaware corporation) 13,333,334 Shares of Common Stock UNDERWRITING AGREEMENT June 15, 2021 BofA Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC as Representatives of the several Underwriters c/o ????????B

13,333,334 Shares Convey Holding Parent, Inc. Common Stock $14.00 per share

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4) ?Registration No.: 333-256370?? PROSPECTUS 13,333,334 Shares Convey Holding Parent, Inc. Common Stock $14.00 per share ? This is an initial public offering of shares of the common stock of Convey Holding Parent, Inc. We are offering 11,666,667 shares of our common stock to be sold in this offering. The selling stockholder identified in this prosp

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Convey Holding Parent, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 84-2099378 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 100 SE 3rd Av

Form S-8

As filed with the Securities and Exchange Commission on June 15, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Convey Holding Parent, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 84-2099378 (State or Other Jurisdiction of Incorporation or Organization) (I.R

CONVEY HOLDING PARENT, INC. 100 SE 3rd Avenue, 26th Floor Fort Lauderdale, Florida 33394

CONVEY HOLDING PARENT, INC. 100 SE 3rd Avenue, 26th Floor Fort Lauderdale, Florida 33394 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Jeffrey Gabor Mr. Tom Kluck Convey Holding Parent, Inc. Registration Statement on Form S-1 File No. 333-256370 June 11, 2021 Dear Messrs. Gabor and

[Signature Pages Follow]

June 11, 2021 BY EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on June 7, 2021.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 7, 2021.

Convey Holding Parent, Inc. Registration Statement on Form S-1 Filed May 21, 2021 File No. 333-256370

June 4, 2021 Convey Holding Parent, Inc. Registration Statement on Form S-1 Filed May 21, 2021 File No. 333-256370 Dear Messrs. Gabor and Kluck: Convey Holding Parent, Inc. (formerly known as Cannes Holding Parent, Inc.) (the ?Company?) has filed today with the staff (the ?Staff?) of the Securities and Exchange Commission (the ?SEC?), via EDGAR, this letter. This letter sets forth the Company?s re

Form of Registration Rights Agreement

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT BY AND AMONG CONVEY HOLDING PARENT, INC. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF [?], 2021 TABLE OF CONTENTS Page ARTICLE I EFFECTIVENESS Section 1.1. Effectiveness 1 ARTICLE II DEFINITIONS Section 2.1. Definitions 1 Section 2.2. Other Interpretive Provisions 6 ARTICLE III REGISTRATION RIGHTS Section 3.1. Demand Registration 7 Section 3.2. Shelf Reg

Form of Convey Holding Parent, Inc. 2021 Employee Stock Purchase Plan

Exhibit 10.11 CONVEY HOLDING PARENT, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN Approved by the Board of Directors on [?], 2021 Approved by Stockholders on [?], 2021 Effective on [?], 2021 1. Purpose. The Plan consists of two components: a component that is intended to qualify as an ?employee stock purchase plan? under Section 423 of the Code (the ?423 Component?) and a component that is not intended

Form of Notice of Stock Option Award Convey Holding Parent, Inc. 2021 Omnibus Incentive Compensation Plan

Exhibit 10.9 NOTICE OF STOCK OPTION AWARD Convey Holding Parent, Inc. 2021 Omnibus Incentive COMPENSATION Plan Unless otherwise defined herein or in the Stock Option Agreement (as defined below), capitalized terms used in this Notice of Option Award (this ?Notice of Grant?) shall have the same meanings ascribed to them in the Convey Holding Parent, Inc. 2021 Omnibus Incentive Compensation Plan, as

Employment Agreement by and among Kyle Stern, Convey Health Solutions, Inc. and Convey Health Parent, Inc.

Exhibit 10.13 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of , 2019 (this "Agreement"), by and between Convey Health Solutions, Inc., a Delaware corporation (the "Company"), Kyle Stern (the "Executive") and Convey Health Parent, Inc., a Delaware corporation ("Parent") (each of the Executive, the Company and Parent, a "Party," and collectively, the "Parties"). WHEREAS, in connection with th

Form of Notice of Restricted Stock Unit Award Convey Holding Parent, Inc. 2021 Omnibus Incentive Compensation Plan

Exhibit 10.10 NOTICE OF RESTRICTED STOCK UNIT AWARD Convey Holding Parent, Inc. 2021 Omnibus Incentive COMPENSATION Plan Unless otherwise defined herein or in the RSU Agreement (as defined below), capitalized terms used in this Notice of Restricted Stock Unit Award (this ?Notice of Grant?) shall have the same meanings ascribed to them in the Convey Holding Parent, Inc. 2021 Omnibus Incentive Compe

Employment Agreement by and among Arjun Aggarwal, Convey Health Solutions, Inc. and Convey Health Parent, Inc.

Exhibit 10.14 DocuSign Envelope ID: FD3A4B78-706F-4793-AA31-38D5EEFD1485 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of , 2019 (this "Agreement"), by and between Convey Health Solutions, Inc., a Delaware corporation (the "Company"), Atjun Aggarwal (the "Executive") and Convey Health Parent, Inc., a Delaware corporation ("Parent") (each of the Executive, the Company and Parent, a "Party," a

Form of Second Amended and Restated Bylaws of Convey Holding Parent, Inc., to be effective upon the completion of this offering

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF CONVEY HOLDING PARENT, INC. A Delaware corporation (Adopted as of June [?], 2021) Convey Holding Parent, Inc. (the ?Corporation?), pursuant to the provisions of Section 109 of the General Corporation Law of the State of Delaware (the ?DGCL?), hereby adopts these Second Amended and Restated Bylaws (these ?Bylaws?), which restate, amend and supersede

Form of Indemnification Agreement

Exhibit 10.16 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is made and entered into as of [?], 2021, by and among Convey Holding Parent, Inc., a Delaware corporation (the ?Company?), and [NAME OF DIRECTOR/OFFICER] (?Indemnitee?). WHEREAS, in light of the litigation costs and risks to directors and officers resulting from their service to companies, and the desire of

Form of Second Amended and Restated Certificate of Incorporation of Convey Holding Parent, Inc., to be effective upon the completion of this offering

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONVEY HOLDING PARENT, INC. * * * * * CONVEY HOLDING PARENT, INC., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: FIRST: The Corporation was incorporated under the name Cannes Holding Parent, Inc. by the filing of its original Certificate of Inc

As filed with the Securities and Exchange Commission on June 3, 2021.

? As filed with the Securities and Exchange Commission on June 3, 2021. Registration No. 333-256370? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933? ? Convey Holding Parent, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware (State or other jurisdiction of incorp

Employment Agreement by and among Stephen C. Farrell, Convey Health Solutions, Inc. and Convey Health Parent, Inc.

Exhibit 10.12 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of , 2019 (this "Agreement"), by and between Convey Health Solutions, Inc., a Delaware corporation (the "Company"), Stephen C. Farrell (the "Executive") and Convey Health Parent, Inc., a Delaware corporation ("Parent") (each of the Executive, the Company a nd Parent, a ''Party," and collectively, the "Parties"). WHEREAS, in connecti

Carl Whitmer Board of Directors of Cannes Holding Parent, Inc. Invitation Letter

Exhibit 10.15 March 5, 2021 Carl Whitmer via email Dear Carl, Board Cannes Holding Parent, Inc. Company invite you to join the Board of the Company as a Director. This letter summarizes certain of the terms and conditions related to your service as a member of the Board. I. Annual Retainer Fee. You will receive an annual fee of $50,000, payable in cash quarterly in arrears, subject to your continu

Form of Underwriting Agreement

Exhibit 1.1 CONVEY HOLDING PARENT, INC. (a Delaware corporation) [?] Shares of Common Stock UNDERWRITING AGREEMENT Dated: [?], 2021 CONVEY HOLDING PARENT, INC. (a Delaware corporation) [?] Shares of Common Stock UNDERWRITING AGREEMENT [?], 2021 BofA Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC as Representatives of the several Underwriters c/o BofA Securities, Inc. One Bryan

Form of Convey Holding Parent, Inc. 2021 Omnibus Incentive Compensation Plan

Exhibit 10.8 CONVEY HOLDING PARENT, INC. 2021 OMNIBUS INCENTIVE COMPENSATION PLAN SECTION 1. Purpose. The purpose of this 2021 Omnibus Incentive Compensation Plan (the ?Plan?) is to promote the interests of the Company (as defined below) and its stockholders by (a) attracting and retaining exceptional directors, officers, employees and consultants (including prospective directors, officers, employ

Form of Stockholders Agreement

Exhibit 10.5 STOCKHOLDERS AGREEMENT by and between CONVEY HOLDING PARENT, INC. and TPG CANNES AGGREGATION, L.P. Dated as of June [?], 2021 TABLE OF CONTENTS ARTICLE I DEFINITIONS SECTION 1.01 Certain Definitions 1 SECTION 1.02 Other Definitional and Interpretative Provisions 3 ARTICLE II REPRESENTATIONS AND WARRANTIES SECTION 2.01 Existence; Authority; Enforceability 4 SECTION 2.02 Absence of Conf

FOIA CONFIDENTIAL TREATMENT REQUEST CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE F

FOIA CONFIDENTIAL TREATMENT REQUEST CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

First Lien Credit Agreement, dated as of September 4, 2019, by and among CHS Merger Sub, Inc., Convey Health Solutions, Inc., Convey Health Parent, Inc., Ares Capital Corporation, as administrative agent and as collateral agent, SunTrust Bank, as priority revolving agent and as an issuing bank and a swing line lender, and the other lenders from time to time party thereto.

Exhibit 10.1 EXECUTION VERSION The Florida documentary stamp tax required by law in the amount of $2,450 has been paid or will be paid directly to the Department of Revenue. FIRST LIEN CREDIT AGREEMENT Dated as of September 4, 2019 among CANNES CHS MERGER SUB, INC., as the Initial Borrower, which on the Closing Date shall be merged with and into, CONVEY HEALTH SOLUTIONS, INC., with Convey Health S

Amendment No. 1 to First Lien Credit Agreement, dated as of April 8, 2020, by and among Convey Health Solutions, Inc., Ares Capital Corporation, as administrative agent and as collateral agent, the lenders party thereto and, solely for the purposes set forth therein, Convey Health Parent, Inc.

Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT This AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT, dated as of April 8, 2020 (this ?Amendment?), is entered into by and among Convey Health Solutions, Inc., a Delaware corporation (the ?Borrower?), Ares Capital Corporation, as administrative agent and collateral agent (in such capacities, including any successor theret

Subsidiaries of Convey Holding Parent, Inc.

Exhibit 21.1 Subsidiaries of Convey Holding Parent, Inc. Entity Name Jurisdiction of Organization Cannes Parent, Inc. Delaware Cannes I, LLC Delaware Cannes II, LLC Delaware CHTS, LLC Delaware Convey Health Parent, Inc. Delaware Convey Health Solutions, Inc. (d/b/a GHG Advisors) Delaware Convey Health Solutions Holdings, LLC Florida Convey Health Solutions Netherlands Co?peratief U.A. Netherlands

Form of Option Award Agreement Under the Cannes Holding Parent, Inc. 2019 Equity Incentive Plan

Exhibit 10.7 OPTION AWARD AGREEMENT Under the Cannes Holding Parent, Inc. 2019 Equity Incentive Plan THIS OPTION AWARD AGREEMENT (this ?Option Agreement?) is made and entered into as of [?], 2019 between Cannes Holding Parent, Inc., a Delaware corporation (the ?Company?), and [?] (the ?Participant?). The Company hereby grants to the Participant an option (the ?Option?) to purchase certain Common S

Convey Holding Parent, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted May 5, 2021 CIK No. 0001787640

May 21, 2021 Convey Holding Parent, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted May 5, 2021 CIK No. 0001787640 Dear Messrs. Gabor and Kluck: Convey Holding Parent, Inc. (formerly known as Cannes Holding Parent, Inc.) (the ?Company?) has filed today with the staff (the ?Staff?) of the Securities and Exchange Commission (the ?SEC?), via EDGAR, this letter and the Compa

Amendment No. 2 to First Lien Credit Agreement, dated as of February 12, 2021, by and among Convey Health Solutions, Inc., Ares Capital Corporation, as administrative agent and as collateral agent, the lenders party thereto and, solely for the purposes set forth therein, Convey Health Parent, Inc.

Exhibit 10.3 Execution Version AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT This AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT, dated as of February 12, 2021 (this ?Amendment?), is entered into by and among Convey Health Solutions, Inc., a Delaware corporation (the ?Borrower?), Ares Capital Corporation, as administrative agent and collateral agent (in such capacities, including any successor th

Power of attorney (included on the signature page to this Registration Statement)

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 21, 2021.

Cannes Holding Parent, Inc. 2019 Equity Incentive Plan

Exhibit 10.6 CANNES HOLDING PARENT, INC. 2019 EQUITY INCENTIVE PLAN ARTICLE 1 PURPOSE Cannes Holding Parent, Inc., a Delaware corporation (the ?Company?), hereby establishes the Cannes Holding Parent, Inc. 2019 Equity Incentive Plan (the ?Plan?), effective as of September 4, 2019 (the ?Effective Date?). The purpose of the Plan is to advance the interests of the Company and its shareholders by prov

As confidentially submitted to the Securities and Exchange Commission on May 5, 2021. This Amendment No. 1 to the draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains

TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on May 5, 2021.

Convey Holding Parent, Inc. Confidential Submission of Amendment No. 1 to Draft Registration Statement on Form S-1 CIK No. 0001787640

DRSLTR 1 filename1.htm May 5, 2021 Convey Holding Parent, Inc. Confidential Submission of Amendment No. 1 to Draft Registration Statement on Form S-1 CIK No. 0001787640 Dear Messrs. Gabor and Kluck: Convey Holding Parent, Inc. (formerly known as Cannes Holding Parent, Inc.) (the “Company”) has confidentially submitted today pursuant to Section 6(e) of the Securities Act of 1933, as amended (the “S

As confidentially submitted to the Securities and Exchange Commission on March 24, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidentia

TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on March 24, 2021.

Cannes Holding Parent, Inc. Confidential Submission of Draft Registration Statement on Form S-1 CIK No. 0001787640

March 24, 2021 Cannes Holding Parent, Inc. Confidential Submission of Draft Registration Statement on Form S-1 CIK No. 0001787640 Ladies and Gentlemen: Cannes Holding Parent, Inc. (the ?Company?) has confidentially submitted today pursuant to Section 6(e) of the Securities Act of 1933, as amended (the ?Securities Act?), via EDGAR, a draft Registration Statement on Form S-1 (the ?Registration State