SecProbe.io

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 Document Claritev Corporation 7900 Tysons One Place, Suite 400 McLean, Virginia 22102 August 15, 2025 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Nicholas Nalbantian Re:        Claritev Corporation Registration Statement on Form S-3 Filed August 7, 2025 (Commission File No. 333-289361) Dear Sir or Madam: In accordance with Rule 461 under the Securities Act of 1933, as amended, Claritev Corporation hereby requests that the Registration Statement referred to above be declared effective on August 19, 2025 at 4:30 p.m. E.T. or as soon thereafter as shall be practicable. Very truly yours, /s/ Kent Bartholomew By:        Kent Bartholomew             Associate General Counsel and Corporate Secretary cc:        Travis S. Dalton Chief Executive Officer Robert J. Endicott Brian K. Feezel Bryan Cave Leighton Paisner LLP

<DOCUMENT>
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<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 13, 2025

Travis Dalton
President and Chief Executive Officer
Claritev Corp
7900 Tysons One Place
Suite 400
McLean, VA 22102

 Re: Claritev Corp
 Registration Statement on Form S-3
 Filed August 7, 2025
 File No. 333-289361
Dear Travis Dalton:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas Nalbantian at 202-551-7470 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Robert J. Endicott
</TEXT>
</DOCUMENT>

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Simpson Thacher & Bartlett LLP

2475 HANOVER STREET

PALO ALTO, CA 94304

TELEPHONE: +1-650-251-5000

FACSIMILE: +1-650-251-5002

Direct Dial Number

  E-mail Address

VIA EDGAR                                                          May 24, 2023

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:       MultiPlan Corporation

Registration Statement on Form S-3

Initially Filed May 16, 2023

File No. 333-271974

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, MultiPlan Corporation, that effectiveness of the above-referenced Registration Statement be accelerated to 4:15 p.m., Eastern Time, on May 26, 2023, or as soon as possible thereafter.

Call me at (650) 251-5110 with any questions.

Very truly yours,

/s/ William B. Brentani

William B. Brentani

BEIJING          BRUSSELS          HONG KONG          HOUSTON           LONDON          LOS ANGELES           PALO ALTO          SAO PAULO          TOKYO          WASHINGTON, D.C.

United States securities and exchange commission logo
May 24, 2023
Dale A. White
Chief Executive Officer
MultiPlan Corp
115 Fifth Avenue
New York, NY 10003
Re:MultiPlan Corp
Registration Statement on Form S-3
Filed May 16, 2023
File No. 333-271974
Dear Dale A. White:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Nicholas Nalbantian at 202-551-7470 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       William B. Brentani

United States securities and exchange commission logo
May 18, 2022
Gerald Kozel
Chief Accounting Officer
MultiPlan Corp
115 Fifth Avenue
New York, NY 10003
Re:MultiPlan Corp
Form 10-K for Fiscal Year Ended December 31, 2021
File No. 001-39228
Dear Mr. Kozel:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, CA 94304

Telephone: +1-650-251-5000

Facsimile: +1-650-251-5002

Direct Dial Number

+1-650-251-5110

 E-mail Address

wbrentani@stblaw.com

April 19, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-6010

            Re:                  MultiPlan Corporation

                                    Form 10-K for Fiscal Year Ended December 31, 2021

                                    Filed February 25, 2022

                                    File No. 001-39228

Ladies and Gentlemen:

We are submitting this letter on behalf of MultiPlan Corporation (the “Company”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (“Commission”) in its letter, dated April 8, 2022 (the “Comment Letter”), with respect to the Company’s annual report on Form 10-K filed with the Commission on February 25, 2022 for the fiscal year ended December 31, 2021 (the “10-K”).

To assist your review, we have retyped the text of the Staff’s comment in italics below. The response and information described below are based upon information provided to us by the Company.

Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations for the Years Ended December 31, 2021 and 2020, page 56

1.We note your discussion identifies multiple factors for material changes in your results of operations. For example, for the year ended December 31, 2021, you attribute increase in revenues of over 25% to a variety of factors for Analytics-Based Services such as increased volume, higher savings rates, reduced effects of COVID-19, clients shifting products and acquisitions. However, you note these factors without quantifying the impact of each. For each period discussed, please quantify the change for each of the factors that you cite. Refer to Item 303(b) of Regulation S-K.

NEW YORK BEIJING HONG KONG HOUSTON LONDON LOS ANGELES SÃO PAULO TOKYO WASHINGTON, D.C.

Securities and Exchange Commission                        -2- April 19, 2022

Response:

The Company acknowledges the Staff’s comment and the instructions included in Item 303(b) of Regulation S-K and undertakes in future filings to ensure that the discussion of its operating results quantifies the effect of each factor identified as the cause of a material change to the amounts presented as part of its financial statements.

While the Company believes that its revenue disclosure within the Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations for the Years Ended December 31, 2021 and 2020 in the 10-K remains appropriate, it will quantify the impact of each material factor in future filings. Presented below for illustrative purposes is the Company’s proposed revenue disclosure for the fiscal year 2021 compared to 2020, with added text underlined and struck text removed, which reflects how the Company proposes to revise its revenues disclosure in future filings, based upon the Staff’s guidance in the Comment Letter. While the Company does not believe that the revised disclosure is material to an investor’s assessment of the financial condition and results of operations of the Company, the Company will endeavor to provide similar levels of disclosure to the below proposed disclosure in its future filings.

Revenues

The increase in revenues for the year ended December 31, 2021 as compared to the year ended December 31, 2020 was driven by an increase in revenues of $137.4 million primarily due to increasedrelated to higher medical charges on claims volumes from customers, resulting in higher savings rates per unit of billedfor such customers. The increase in medical charges on processed claims,reflects, in part, a favorable changes in the mix of claims toward higher charge medical services asdecline of the effects of the COVID-19 pandemic subsided, andduring 2021. rRevenues from the acquisitions of DHP and HST. Acquired revenues related to the acquisitions of DHP and HST were $44.4 million and $2.0 million for the years ended December 31, 2021 and 2020, respectively. The increase in revenues, excluding acquired revenues, was $137.4 million or 14.7% for the year ended December 31, 2021 as compared toand $2.0 million for the year ended December 31, 2020. This year-over-year increase of $42.4 million also contributed to the increase in total revenues for 2021.

Network-Based Services revenues increased in the year ended December 31, 2021 as compared to the year ended December 31, 2020 primarily due to increases inhigher medical charges on claims volumes from customers, resulting in higher savings rates on processed claims, and reducedfor such customers, which reflects, in part, a favorable decline of the effects of the COVID-19 pandemic on claim mixduring 2021, partially offset by certain client adoptions of our Analytics-Based Services in lieu of our Network-Based Services.

Analytics-Based Services revenues increased for the year ended December 31, 2021 as compared to the year ended December 31, 2020 primarily due to a $128.4 million increases infrom higher medical charges on claims volumes from customers, resulting in higher savings rates, reducedfor such customers, which reflects, in part, a favorable decline of the effects of the COVID-19 pandemic during 2021 on claim mix, certain client adoptions of our Analytics-Based Services in lieu of our Network-Based Servicesand $16.2 million of revenues contributed from the acquisition of HST. Within Analytics-Based Services, revenue increased across all major product categories: Reference-Based Pricing, which includes our Data iSight program, Financial Negotiation, and Value-Driven Health Plan Services.

Payment and Revenue Integrity Services revenues increased for the year ended December 31, 2021 as compared to the year ended December 31, 2020 primarily due to $26.2 million of revenues contributed from the acquisition of DHP, and a $1.8 million increases in revenues from higher medical charges on

Securities and Exchange Commission

                        -3- April 19, 2022

claims volumes from customers, and reducedresulting in higher savings for such customers, which reflects, in part, a favorable decline of the effects of the COVID-19 pandemic on claim mixduring 2021. The acquisition of DHP contributed to revenues from our Data Mining and Clinical Auditing Services and added revenues from new product categories, including Revenue Integrity Services and Coordination of Benefits and Subrogation Services.

* * * * * * *

Please do not hesitate to call me at (650-251-5110) with any questions or further comments regarding this matter.

   Very truly yours,

    /s/ William B. Brentani

    William B. Brentani

cc:        Gerald Kozel, Chief Accounting Officer

MultiPlan Corporation

United States securities and exchange commission logo
April 8, 2022
Gerald Kozel
Chief Accounting Officer
MultiPlan Corp
115 Fifth Avenue
New York, NY 10003
Re:MultiPlan Corp
Form 10-K for Fiscal Year Ended December 31, 2021
File No. 001-39228
Dear Mr. Kozel:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K filed February 25, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Years Ended December 31, 2021 and 2020, page 56
1.We note your discussion identifies multiple factors for material changes in your results of
operations.  For example, for the year ended December 31, 2021, you attribute increase in
revenues of over 25% to a variety of factors for Analytics-Based Services such as
increased volume, higher savings rates, reduced effects of COVID-19, clients shifting
products and acquisitions.  However, you note these factors without quantifying the
impact of each.  For each period discussed, please quantify the change for each of the
factors that you cite.  Refer to Item 303(b) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameGerald Kozel
 Comapany NameMultiPlan Corp
 April 8, 2022 Page 2
 FirstName LastName
Gerald Kozel
MultiPlan Corp
April 8, 2022
Page 2
            You may contact Nasreen Mohammed at 202-551-3773 or Joel Parker at 202-551-3651
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, CA 94304

Telephone: +1-650-251-5000

Facsimile: +1-650-251-5002

Direct Dial Number

+1-650-251-5110

  E-mail Address

wbrentani@stblaw.com

VIA EDGAR                                                                           December 8, 2021

Re:  Acceleration Request for MultiPlan Corporation
Registration Statement on Form S-3 (File No. 333-260783)

Securities and Exchange Commission
Division of Corporation Finance

100 F Street, N.E.
Washington, D.C. 20549

Attention:  Daniel Morris

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the request of our client, MultiPlan Corporation, that effectiveness of the above-referenced Registration Statement, as amended by Amendment No. 1 thereto, be accelerated to 4:30 p.m., Eastern Time, on December 10, 2021, or as soon as practicable thereafter.

Call me at (650) 251-5110 with any questions.

Very truly yours,

/s/ William B. Brentani

William B. Brentani

NEW YORK BEIJING HONG KONG HOUSTON LONDON LOS ANGELES SÃO PAULO TOKYO WASHINGTON, D.C.

                                        December 8, 2021

VIA EDGAR AND EMAIL

Securities and Exchange Commission
Division of Corporation Finance

100 F Street, N.E.
Washington, D.C. 20549

Attention:  Daniel Morris

  Re: MultiPlan Corp.

    Registration Statement on Form S-3

  Initially Filed November 4, 2021

    File No. 333-260783

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), MultiPlan Corporation (the “Company”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement on Form S-3, as amended by Amendment No. 1 thereto, so that it will become effective at 4:30 p.m., Eastern Time, on December 10, 2021, or as soon as possible thereafter.  In this regard, the Company is aware of its obligations under the Securities Act.

    Please contact Bill Brentani (650-251-5110) of Simpson Thacher & Bartlett LLP with any questions you may have regarding this request. In addition, please notify Mr. Brentani by telephone when this request for acceleration has been granted.

[Signature Page Follows]

  Very truly yours,

  MULTIPLAN CORPORATION

  By: /s/ James M. Head

    Name: James M. Head

    Title: Chief Financial Officer

cc:    Securities and Exchange Commission

United States securities and exchange commission logo
November 12, 2021
Jeffrey Doctoroff
General Counsel
MultiPlan Corp
115 Fifth Avenue
New York, New York 10003
Re:MultiPlan Corp
Registration Statement on Form S-3
Filed on November 4, 2021
File No. 333-260783
Dear Mr. Doctoroff:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Janice Adeloye at 202-551-3034 or Erin Jaskot 202-551-3442 at with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       William Brentani

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    via edgar
    November 12, 2020

Re: Acceleration Request for MultiPlan
Corporation

Registration Statement on Form S-1 (File No. 333-249779)

        Securities and Exchange Commission

        Division of Corporation Finance

        100 F Street, N.E.

        Washington, D.C. 20549

        Attention: Daniel Morris

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, we attach the requests of our client, MultiPlan Corporation, that effectiveness
of the above-referenced Registration Statement, as amended by Amendment No. 1 thereto, be accelerated to 4:30 p.m., Eastern Time,
on November 16, 2020, or as soon as practicable thereafter.

Call me at (650) 251-5110 with any questions.

    Very truly yours,

    /s/ William B. Brentani

    William B. Brentani

    New York
    BEIJING
    HONG KONG
    Houston
    LONDON
    Los Angeles
    SÃO PAULO
    TOKYO
    Washington, D.C.

United States securities and exchange commission logo
November 9, 2020
Mark Tabak
Chief Executive Officer
MultiPlan Corp
115 Fifth Avenue
New York, New York 10003
Re:MultiPlan Corp
Registration Statement on Form S-1
Filed October 30, 2020
File No. 333-249779
Dear Mr. Tabak:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Morris at (202) 551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       William Brentani

United States securities and exchange commission logo
September 17, 2020
Michael Klein
Chief Executive Officer, President and Chairman
Churchill Capital Corp III
640 Fifth Avenue, 12th Floor
New York, NY 10019
Re:Churchill Capital Corp III
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Filed September 16, 2020
File No. 001-39228
Dear Mr. Klein:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michael Aiello, Esq.

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    767 Fifth Avenue

New York, NY 10153-0119

+1 212 310 8000 tel

+1 212 310 8007 fax

September 16, 2020

VIA EDGAR TRANSMISSION

Cara Wirth

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street NE

Washington, D.C. 20549

 Re: Churchill Capital Corp III

Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A filed September 3, 2020

Filed by Churchill Capital Corp III

File No. 001-39228

Dear Ms. Wirth:

On behalf of our client, Churchill Capital
Corp III, (“Churchill”), we are responding to the comment letter (“Comment Letter”) of the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September
15, 2020, relating to Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”)
filed with the Commission on September 3, 2020. In connection with this response, Churchill is filing, electronically via EDGAR
to the Commission, an amendment to the Proxy Statement on the date of this response letter.

For ease of reference, the Staff’s
comment is reproduced below in bold and is followed by the response to such comment. In addition, unless otherwise indicated,
all references to page numbers in such responses are to page numbers in the Proxy Statement. Capitalized terms used in this letter
but not otherwise defined herein shall have the meaning ascribed to such term in the Proxy Statement.

Revised Preliminary Proxy Statement on
Schedule 14A filed September 3, 2020

Opportunities for Growth in Revenues,
Adjusted EBITDA and Free Cash Flow, page 108

1.       We
note your response to our prior comment 11 and reissue it in part. Where you discuss the Board's consideration of opportunities
for growth in revenues, Adjusted EBITDA and Free Cash Flow in approving the transaction, please disclose the amounts that are being
discussed in terms of dollar amounts.

        Securities and Exchange Commission

        September 16, 2020

        Page 2

	Response: In response to the Staff’s
comment, Churchill has revised the disclosure on page 108 of the Proxy Statement:

Should any questions arise in connection
with the filing or this response letter, please contact the undersigned at 212-310-8552 or by e-mail at michael.aiello@weil.com.

    Sincerely yours,

    /s/ Michael J. Aiello

    Michael J. Aiello

 cc: Michael Klein, Chairman and Chief Executive Officer,
Churchill Capital Corp III

Matthew Gilroy, Esq., Weil, Gotshal &
Manges LLP

United States securities and exchange commission logo
September 15, 2020
Michael Klein
Chief Executive Officer, President and Chairman
Churchill Capital Corp III
640 Fifth Avenue, 12th Floor
New York, NY 10019
Re:Churchill Capital Corp III
Preliminary Proxy Statement on Schedule 14A
Filed September 3, 2020
File No. 001-39228
Dear Mr. Klein:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to
this comment, we may have additional comments.
Revised Preliminary Proxy Statement on Schedule 14A filed September 3, 2020
Opportunities for Growth in Revenues, Adjusted EBITDA and Free Cash Flow, page 108
1.We note your response to our prior comment 11 and reissue it in part. Where you discuss
the Board's consideration of opportunities for growth in revenues, Adjusted EBITDA and
Free Cash Flow in approving the transaction, please disclose the amounts that are being
discussed in terms of dollar amounts.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameMichael Klein
 Comapany NameChurchill Capital Corp III
 September 15, 2020 Page 2
 FirstName LastName
Michael Klein
Churchill Capital Corp III
September 15, 2020
Page 2
            You may contact Stephen Kim at (202) 551-3291 or Bill Thompson at (202) 551-3344 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Cara Wirth at (202) 551-7127 or Mara Ransom at (202) 551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michael Aiello, Esq.

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    767 Fifth Avenue

New York, NY 10153-0119

+1 212 310 8000 tel

+1 212 310 8007 fax

September 3, 2020

VIA EDGAR TRANSMISSION

Cara Wirth

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street NE

Washington, D.C. 20549

 Re: Churchill Capital Corp III

Preliminary Proxy Statement on Schedule 14A filed July 31, 2020

Filed by Churchill Capital Corp III

File No. 001-39228

Dear Ms. Wirth:

On behalf of our client, Churchill Capital
Corp III (“Churchill”), we are responding to the comment letter (“Comment Letter”) of the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated August
27, 2020, relating to the Preliminary Proxy Statement on Schedule 14A (as amended, the “Proxy Statement”) filed
with the Commission on July 31, 2020. In connection with these responses, Churchill is filing, electronically via EDGAR to the
Commission, an amendment to the Proxy Statement on the date of this response letter.

For ease of reference, each of the Staff’s
comments is reproduced below in bold and is followed by the response to such comment. In addition, unless otherwise indicated,
all references to page numbers in such responses are to page numbers in the Proxy Statement. Capitalized terms used in this letter
but not otherwise defined herein shall have the meaning ascribed to such term in the Proxy Statement.

Summary of the Material Terms of the
Transactions, page 4

1.       Comment:
We note your statement that "MultiPlan is a leading value-added provider of data analytics and technology-enabled end-to-end
cost management solutions to the U.S. healthcare industry." Please provide support for this statement, and disclose the measure
by which you determined MultiPlan's competitive position as a leader in the market.

	Response: In response to the Staff’s
comment, Churchill has revised its disclosure on pages 4, 9, 20, 108, 155, 164, 206, F-39 and F-69. MultiPlan supports the statement
that it is “a leading value-added provider of data analytics and technology-enabled end-to-end cost management solutions
to the U.S. healthcare industry as measured by revenue and claims processed” because it believes it is the number one, two
or three independent out-of-network cost management service provider for each of the services provided by its Analytics-Based Services,
Network-Based Services and Payment Integrity Services when compared to its estimates of revenues derived and claims processed by
its closest competitors for each of these service offerings, many of which are provided by private companies. In addition, as further
support for such statement, please note that:

        Securities and Exchange Commission

        September 3, 2020

        Page 2

 · MultiPlan works with all of the top 10 Accident and Health Insurance Industry payors by market share as ranked by the National
Association of Insurance Commissioners (based on the latest report which is as of 2018).

 · With three of the top five payor customers, MultiPlan is the only out-of-network cost management service provider and with
the other two is in position to get first look at 100% of such payor’s claims (and any competing vendors see only those claims
MultiPlan was unable to reduce).

 · MultiPlan has contracts with 1.2 million healthcare providers with a footprint in all 50 states.

2.       Comment:
Please tell us the section of the Securities Act or the rule of the Commission under which exemption from registration is claimed
for the shares issued as consideration in the Business Combination and state the facts relied upon to make the exemption available.
In this regard, disclose the number of shares to be issued as part of the "remainder of the Closing Merger Consideration."

	Response: The issuance of Churchill’s
Class A common stock to Holdings in the First Merger is exempt from registration pursuant to Section 4(a)(2) of the Securities
Act. Section 4(a)(2) of the Securities Act exempts from registration transactions by an issuer not involving any public offering.
The shares of Churchill’s Class A common stock being issued in the First Merger are only being issued to one recipient,
which Churchill understands is an accredited investor, and prior to the Closing Date, Churchill will be the beneficiary of a representation
to that effect. As required by the terms of its limited partnership agreement, Holdings will subsequently distribute those shares
(as well as the Closing Cash Consideration) to its limited partners as promptly as practicable, without any action on the part
of such limited partners.

	In response to the Staff’s comment,
Churchill has revised the disclosure on pages 21, 88 and 187 to provide that 415,700,000 shares of Churchill’s Class A common
stock will be issued as the remainder of the Closing Merger Consideration, assuming that $1,521,000,000 of Closing Cash Consideration
is paid to Holdings.

MultiPlan Parent Summary Historical Financial
Information, page 34

        Securities and Exchange Commission

        September 3, 2020

        Page 3

3.       Comment:
Financial statements and other data presented in tabular form should read consistently from left to right in the same chronological
order throughout the filing. Please revise your presentations throughout the filing to comply with the guidance in ASC 205-10-S99-9
(SAB Topic 11:E).

	Response: In response to the
Staff’s comment, Churchill has revised the applicable financial statements and other data presented in tabular form throughout
the Proxy Statement.

4.       Comment:
Please include a heavy black line between the Predecessor and Successor financial data throughout the filing.

	Response: In response to the Staff’s
comment, Churchill has revised the applicable disclosures throughout the Proxy Statement.

Comparative Per Share Data, page 39

5.       Comment:
Please tell us your consideration of including equivalent pro forma book value per share data as of the most recent balance sheet
date and equivalent per share income (loss) per share data for the most recent year and interim period for which financial data
of MultiPlan Parent is presented. Please note that the equivalent pro forma per share amounts for one share of common stock of
MultiPlan Parent should be calculated by multiplying the exchange ratio times each of: (i) the pro forma income (loss) per share
before non-recurring charges or credits directly attributable to the transaction; and (ii) the pro forma book value per share.
Please refer to Item 14(b)(10) of Schedule 14A.

	Response: In response to the Staff’s
comment, Churchill has revised its disclosure on page 42.

Background of the Transaction, page 100

6.       Comment:
We note your disclosure that the terms of the transactions were the result of arm's-length negotiations between representatives.
We also note the disclosed interest of two key Churchill representatives that seem to have been heavily involved in the negotiations
-- Michael Klein and KG. Please revise your disclosure to make note of such representatives' impact on the negotiations between
representatives. Please also elaborate upon the related party transaction matters that were discussed at the July 9 and 12 meetings.

Response: In response to the Staff’s
comment, Churchill has revised the disclosure on pages 103, 105, 106 and 107.

        Securities and Exchange Commission

        September 3, 2020

        Page 4

Further, Churchill has revised the
disclosure on pages 106 and 107 of the Proxy Statement to clarify that the related party transactions described at the July 9
and July 12 meetings were the same as certain of the transactions described in the Proxy Statement in the section
 “Certain Relationships and Related Person Transactions.”

7.       Comment:
We note the various valuations of MultiPlan, including the March 3, 2020 valuation at approximately $12 billion, the April 17,
2020 and May 8, 2020 valuations at $10.5 billion, and the May 18, 2020 and May 21, 2020 valuations at $11 billion. Please describe
the specific factors that contributed to the changes in valuations and ultimate agreement on the $11 billion valuation.

	Response: In response to the
Staff’s comment, Churchill respectfully directs the Staff to the disclosure on page 103 describing the reasons for the
change in valuation from the March 2020 valuation of $12 billion to the April 2020 valuation of $10.5 billion, including the
impact of COVID and other market factors. Churchill has also revised the disclosure on pages 103 and 104 in response
to the Staff’s comment.

8.       Comment:
Please disclose the amount of Churchill common stock that was offered in the May 21 Letter.

	Response: In response to the Staff’s
comment, Churchill has revised the disclosure on page 104.

9.       Comment:
Enhance your disclosure to clarify the roles of KG, Citi and the “leading consulting firm” you consulted. In this regard,
please elaborate upon Citi's and KG's perspective of Multiplan's valuation as implied by the terms of the proposed transaction
and the benefits to Churchill stockholders of consummating such a transaction. Also, explain the role of financial advisor for
which KG was retained.

	Response: In response to the
Staff’s comment, Churchill respectfully directs the Staff to the disclosure on page 107 which indicates that Citi
agreed with the financial analysis presented to the Churchill Board, including the fact that both the enterprise value as a
multiple of EBITDA and the equity value as a multiple of levered free cash flow of the pro forma company for the estimated
calendar year 2021 was lower than the selected group of public companies analyzed. In addition, in response to the
Staff’s comment, Churchill has revised the disclosure on pages 2, 30, 66, 102, 103, 104, 108, 116, 141 and 251.

Churchill's Board of Directors' Reasons
for Approval of the Transactions, page 107

10.       Comment:
Elaborate upon how the Board considered and arrived at a “reasonableness” conclusion as it relates to the aggregate
consideration to be paid. Please also elaborate upon the views of Churchill's consultants and financial and other advisors the
Board considered in connection with this factor.

        Securities and Exchange Commission

        September 3, 2020

        Page 5

	Response: In response to the Staff’s
comment, Churchill has revised the disclosure on pages 107 and 108.

11.       Comment:
Where you discuss the Board's consideration of opportunities for growth in revenues, Adjusted EBITDA and Free Cash Flow in approving
the transaction, please elaborate upon this disclosure to provide the timeframe for achievement for these pro forma percentages
and quantification of the amounts that are being discussed in terms of dollar amounts. If projections were prepared by the Board,
separate from those offered by Multiplan, please provide those projections or tell us why they are not material to investors.

	Response: In response to the Staff’s
comment, Churchill has revised the disclosure on page 108.

Further, Churchill respectfully directs
the Staff to the disclosure on page 112, and confirms that Churchill management presented to the Churchill Board certain forecasted
financial information for MultiPlan provided by MultiPlan and adjusted by Churchill management to take into consideration the consummation
of the Transactions (assuming that no shares of Churchill’s Class A common stock are elected to be redeemed by Churchill
stockholders), as well as certain other adjustments. No other projections were shared with the Churchill Board.

Proposal No. 1 - The Business Combination
Proposal Certain Forecasted Financial Information for MultiPlan, page 109

12.       Comment:
We note you disclose Adjusted EBITDA and Levered free cash flow, non-GAAP financial measures, in the selected forecasted financial
information at the top of page 110. Please revise to include the range of forecasted net income, the most directly comparable GAAP
financial measure, and provide a reconciliation to the most directly comparable GAAP financial measure. Refer to Questions 101.04
and 102.10 of the SEC Staff's Compliance and Disclosure Interpretations on Non-GAAP Financial Measures and Item 10(e)(1)(i) of
Regulation S-X.

	Response: In response to the Staff’s
comment, Churchill respectfully submits that due to the forward-looking nature of the selected forecasted financial information,
specific quantifications of the amounts that would be required to reconcile such forecasted financial information to GAAP measures
are not available. Churchill’s management believes that it is not feasible to provide accurate forecasted non-GAAP reconciliations.
Churchill has revised the disclosure on page 111 accordingly.

Certain Financial Analysis, page 110

        Securities and Exchange Commission

        September 3, 2020

        Page 6

13.       Comment:
We note that Churchill management primarily relied upon a comparable company analysis to assess the value that the public markets
would likely ascribe to Churchill following a business combination with MultiPlan. We note that each comparable company is a leader
in its particular sector. Please explain why market leaders are a valuable comparison for this transaction, in light of MultiPlan's
direct competitors as listed in the Competition section on page 160. Please also describe what other "certain data sources"
you relied upon in calculating the comparable company analysis.

	Response: In response to the Staff’s
comment, Churchill has revised the disclosure on page 113.

14.       Comment:
Disclose who prepared the analyses presented in this section.

	Response: In response to the Staff’s
comment, Churchill has revised the disclosure on page 113.

Proposal No. 2 - The Charter Proposal
Reasons for the Amendments, page 123

15.       Comment:
Disclose the number of shares you will be issuing to consummate the Transactions.

	Response: In response to the Staff’s
comment, Churchill has revised the disclosure on page 126 to provide that Churchill will be issuing 549,250,000 shares of Churchill’s
Class A common stock to consummate the Transactions.

Annual Incentive Compensation, page 172

16.        Comment:
We note that for 2019, MultiPlan Parent did not achieve its target EBITDA, but Messrs. Kim and Doctoroff awarded discretionary
bonuses anyway. Please state the reason(s) for the discretionary bonuses.

Response: In response to the Staff’s
comment, Churchill has revised its disclosure on page 176.

Unaudited Pro Forma Condensed Combined
Financial Information Note 2. Adjustments and Assumptions to Unaudited Pro Forma Condensed Combined Financial Information Adjustments
to Unaudited Pro Forma Condensed Combined Balance Sheet, page 195

        Securities and Exchange Commission

        September 3, 2020

        Page 7

17.        Comment:
Regarding adjustment (F) to Unaudited Pro Forma Condensed Combined Balance Sheet, please disclose how you determined the carry
amount of the liability and equity components.

Response: In response to the Staff’s
comment, Churchill has revised its disclosure on page 199. In accordance with ASC 470-20-25-22 to 23, MultiPlan used a “liability-first”
allocation approach to measure the liability and equity components. The liability component was measured in accordance with ASC
470-20-30-27 and the equity component was measured in accordance with ASC 470-20-30-28.

MultiPlan Parent's Management's Discussion
and Analysis of Financial Condition and Results of Operations Factors Affecting Our Results of Operations Medical Cost Savings,
page 208

18.        Comment:
Please disclose the unit of measure for medical charges processed.

In response to the Staff’s comment,
Churchill has revised its disclosure on page 211.

Results of Operations for the Three Months
Ended March 31, 2020 and March 31, 2019, page 214

19.        Comment:
We note you pre

United States securities and exchange commission logo
August 27, 2020
Michael Klein
Chief Executive Officer, President and Chairman
Churchill Capital Corp III
640 Fifth Avenue, 12th Floor
New York, NY 10019
Re:Churchill Capital Corp III
Preliminary Proxy Statement on Schedule 14A
Filed July 31, 2020
File No. 001-39228
Dear Mr. Klein:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed July 31, 2020
Summary of the Material Terms of the Transactions, page 4
1.We note your statement that "MultiPlan is a leading value-added provider of data
analytics and technology-enabled end-to-end cost management solutions to the U.S.
healthcare industry." Please provide support for this statement, and disclose the measure
by which you determined MultiPlan's competitive position as a leader in the market.
2.Please tell us the section of the Securities Act or the rule of the Commission under which
exemption from registration is claimed for the shares issued as consideration in the
Business Combination and state the facts relied upon to make the exemption available.  In
this regard, disclose the number of shares to be issued as part of the "remainder of the
Closing Merger Consideration."

 FirstName LastNameMichael Klein
 Comapany NameChurchill Capital Corp III
 August 27, 2020 Page 2
 FirstName LastName
Michael Klein
Churchill Capital Corp III
August 27, 2020
Page 2
MultiPlan Parent Summary Historical Financial Information, page 34
3.Financial statements and other data presented in tabular form should read consistently
from left to right in the same chronological order throughout the filing.  Please revise your
presentations throughout the filing to comply with the guidance in ASC 205-10-S99-9
(SAB Topic 11:E).
4.Please include a heavy black line between the Predecessor and Successor financial data
throughout the filing.
Comparative Per Share Data, page 39
5.Please tell us your consideration of including equivalent pro forma book value per share
data as of the most recent balance sheet date and equivalent per share income (loss) per
share data for the most recent year and interim period for which financial data of
MultiPlan Parent is presented.  Please note that the equivalent pro forma per share
amounts for one share of common stock of MultiPlan Parent should be calculated by
multiplying the exchange ratio times each of: (i) the pro forma income (loss) per share
before non-recurring charges or credits directly attributable to the transaction; and (ii) the
pro forma book value per share.  Please refer to Item 14(b)(10) of Schedule 14A.
Background of the Transaction, page 100
6.We note your disclosure that the terms of the transactions were the result of arm's-length
negotiations between representatives. We also note the disclosed interest of two key
Churchill representatives that seem to have been heavily involved in the negotiations --
Michael Klein and KG.  Please revise your disclosure to make note of such
representatives' impact on the negotiations between representatives.  Please also elaborate
upon the related party transaction matters that were discussed at the July 9 and 12
meetings.
7.We note the various valuations of MultiPlan, including the March 3, 2020 valuation at
approximately $12 billion, the April 17, 2020 and May 8, 2020 valuations at $10.5 billion,
and the May 18, 2020 and May 21, 2020 valuations at $11 billion.  Please describe the
specific factors that contributed to the changes in valuations and ultimate agreement on
the $11 billion valuation.
8.Please disclose the amount of Churchill common stock that was offered in the May 21
Letter.
9.Enhance your disclosure to clarify the roles of KG, Citi and the "leading consulting firm"
you consulted.  In this regard, please elaborate upon Citi's and KG's perspective
of Multiplan's valuation as implied by the terms of the proposed transaction and the
benefits to Churchill stockholders of consummating such a transaction.  Also, explain the
role of financial advisor for which KG was retained.

 FirstName LastNameMichael Klein
 Comapany NameChurchill Capital Corp III
 August 27, 2020 Page 3
 FirstName LastName
Michael Klein
Churchill Capital Corp III
August 27, 2020
Page 3
Churchill's Board of Directors' Reasons for Approval of the Transactions, page 105
10.Elaborate upon how the Board considered and arrived at a "reasonableness" conclusion as
it relates to the aggregate consideration to be paid.  Please also elaborate upon the views
of Churchill's consultants and financial and other advisors the Board considered in
connection with this factor.
11.Where you discuss the Board's consideration of opportunities for growth in revenues,
Adjusted EBITDA and Free Cash Flow in approving the transaction, please elaborate
upon this disclosure to provide the timeframe for achievement for these pro forma
percentages and quantification of the amounts that are being discussed in terms of dollar
amounts.  If projections were prepared by the Board, separate from those offered by
Multiplan, please provide those projections or tell us why they are not material to
investors.
Proposal No. 1 - The Business Combination Proposal
Certain Forecasted Financial Information for MultiPlan, page 109
12.We note you disclose Adjusted EBITDA and Levered free cash flow, non-GAAP financial
measures, in the selected forecasted financial information at the top of page 110. Please
revise to include the range of forecasted net income, the most directly comparable GAAP
financial measure, and provide a reconciliation to the most directly comparable GAAP
financial measure.  Refer to Questions 101.04 and 102.10 of the SEC Staff's Compliance
and Disclosure Interpretations on Non-GAAP Financial Measures and Item 10(e)(1)(i) of
Regulation S-X.
Certain Financial Analysis, page 110
13.We note that Churchill management primarily relied upon a comparable company analysis
to assess the value that the public markets would likely ascribe to Churchill following a
business combination with MultiPlan. We note that each comparable company is a leader
in its particular sector.  Please explain why market leaders are a valuable comparison for
this transaction, in light of MultiPlan's direct competitors as listed in the Competition
section on page 160. Please also describe what other "certain data sources" you relied
upon in calculating the comparable company analysis.
14.Disclose who prepared the analyses presented in this section.
Proposal No. 2 - The Charter Proposal
Reasons for the Amendments, page 123
15.Disclose the number of shares you will be issuing to consummate the Transactions.

 FirstName LastNameMichael Klein
 Comapany NameChurchill Capital Corp III
 August 27, 2020 Page 4
 FirstName LastName
Michael Klein
Churchill Capital Corp III
August 27, 2020
Page 4
Annual Incentive Compensation, page 172
16.We note that for 2019, MultiPlan Parent did not achieve its target EBITDA, but Messrs.
Kim and Doctoroff awarded discretionary bonuses anyway.  Please state the reason(s) for
the discretionary bonuses.
Unaudited Pro Forma Condensed Combined Financial Information
Note 2. Adjustments and Assumptions to Unaudited Pro Forma Condensed Combined Financial
Information
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 195
17.Regarding adjustment (F) to Unaudited Pro Forma Condensed Combined Balance Sheet,
please disclose how you determined the carry amount of the liability and equity
components.
MultiPlan Parent's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Factors Affecting Our Results of Operations
Medical Cost Savings, page 208
18.Please disclose the unit of measure for medical charges processed.
Results of Operations for the Three Months Ended March 31, 2020 and March 31, 2019, page
214
19.We note you present a gross profit measure and a gross profit margin measure.
These measures represent non-GAAP financial measures since cost of services
excludes depreciation and amortization expense.  Please disclose that gross profit and
gross profit margin are non-GAAP financial measures and provide the disclosures
required by Item 10(e)(i) of Regulation S-K.  Also, it may be more appropriate to provide
the reconciliation of gross profit required by Item 10(e)(i)(B) to the most directly
comparable GAAP measure and remove gross profit and gross profit margin from the
table here and on page 217.
Results of Operations for the Years Ended December 31, 2018 and December 31, 2017
Revenues, page 220
20.You attribute the decrease in Network Services revenues to the movement of
complementary network claims of several large customers from your Network Services
products to your Analytics-Based Solutions products.  However, Analytics-Based
Solutions revenues remained flat which you attribute to a shift in product mix within
Analytics-Based Solutions rather than incoming claims from Network Services.  Please
revise to reconcile this inconsistency.

 FirstName LastNameMichael Klein
 Comapany NameChurchill Capital Corp III
 August 27, 2020 Page 5
 FirstName LastName
Michael Klein
Churchill Capital Corp III
August 27, 2020
Page 5
Debt Covenants and Events of Default, page 227
21.We note that under MultiPlan's debt agreements, a change of control is an immediate
event of default.  Please describe the implications of an event of default with respect to
the 7.125% Senior Notes.
Revenue Recognition, page F-42
22.You disclose that you enter into into a contract with the customer once the claim is
submitted for services performed under the percentage of savings arrangement.  Please tell
us in detail why these contracts meet the criteria in ASC 606-10-25-1.
23.On page 152, you disclose that you offer healthcare payors a set of services in each of the
three categories (Analytics-Based Services, Network-Based Services and Payment
Integrity Services) which are used in combination or individually to reduce the medical
cost burden on healthcare providers and patients.  Please disclose how you identify
performance obligations, determine the transaction price and allocate the transaction price
to the performance obligations when a healthcare payor elects a combination of services in
multiple categories.
24.We note you expense sales commissions and other costs to obtain a contract when
incurred because your commissions are deemed contingent on factors broader than the
simple obtention of the contracts and cannot be considered directly incremental.  Please
tell us how this policy complies with the guidance in ASC 340-40-25.
Note 14. Stock-Based Compensation, page F-58
25.We note you changed the assumptions for computing the fair market value of stock option
awards to incorporate a 20% discount for lack of marketability of the units for the years
ended December 31, 2019 and 2018. Please address the following:
•Describe the factors that resulted in the change;
•Tell us how you determined that this was a change in accounting estimate; and
•Disclose the impact of this change in estimate on net income and earnings per share
pursuant to ASC 250-10-50-4.
General
26.Please update the financial statements and other financial information included in the
filing to comply with Rule 3-12 of Regulation S-X.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameMichael Klein
 Comapany NameChurchill Capital Corp III
 August 27, 2020 Page 6
 FirstName LastName
Michael Klein
Churchill Capital Corp III
August 27, 2020
Page 6
            You may contact Stephen Kim at (202) 551-3291 or Bill Thompson at (202) 551-3344 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Cara Wirth at (202) 551-7127 or Mara Ransom at (202) 551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michael Aiello, Esq.