Molina Healthcare Announces Commencement of Offer to Exchange Its Privately Placed 5.375% Senior Notes Due 2022 for Registere...
August 17 2016 - 4:46PM
Business Wire
Molina Healthcare, Inc. (NYSE: MOH) (the “Company”) today
announced that it has commenced an offer to exchange up to $700
million aggregate principal amount of its 5.375% Senior Notes due
2022 (the “Original Notes”) and the note guarantees associated
therewith issued on November 10, 2015, in a private placement
exempt from the registration requirements of the Securities Act of
1933, as amended (the “Securities Act”), for up to an equal
aggregate principal amount of its 5.375% Senior Notes due 2022 (the
“Exchange Notes”) and the note guarantees associated therewith
registered under the Securities Act. The exchange offer is
registered under the Securities Act pursuant to an effective
registration statement on Form S-4 filed with the Securities and
Exchange Commission (the “SEC”) on August 15, 2016.
In connection with the issuance of the Original Notes, the
Company entered into a registration rights agreement with certain
initial purchasers (the “Registration Rights Agreement”) wherein
the Company agreed, for the benefit of the holders of the Original
Notes, to file with the SEC, and cause to become effective, a
registration statement relating to an offer to exchange the
Original Notes for notes registered under the Securities Act with
terms substantially identical in all material respects to the
Original Notes. In accordance with the Registration Rights
Agreement, the terms of the Exchange Notes are substantially
identical to the terms of the Original Notes, except that the
Exchange Notes are not subject to the transfer restrictions, and do
not contain the additional interest provisions, applicable to the
Original Notes.
Original Notes not tendered for exchange in the exchange offer
will remain outstanding and continue to accrue interest, but will
not retain any rights under the Registration Rights Agreement,
except in limited circumstances. The terms of the exchange offer
are contained in the exchange offer prospectus and related letter
of transmittal.
The exchange offer will expire at 5:00 p.m., New York City time,
on September 15, 2016, unless extended. Tenders of Original Notes
must be properly made before the expiration date. Original Notes
tendered in the exchange offer may be withdrawn at any time before
the expiration date by following the procedures set forth in the
exchange offer prospectus.
Documents describing the terms of the exchange offer, including
the prospectus, letter of transmittal and notice of guaranteed
delivery, can be obtained from the exchange agent, U.S. Bank
National Association, 111 Fillmore Avenue, St. Paul, Minnesota
55107-1402, Attention: Corporate Actions.
This press release does not constitute an offer to sell any
securities or a solicitation of an offer to buy any securities. The
exchange offer is being made only by means of the written exchange
offer prospectus and the related letter of transmittal.
About Molina Healthcare, Inc.
Molina Healthcare, Inc., a FORTUNE 500 company, provides managed
health care services under the Medicaid and Medicare programs and
through the state insurance marketplaces. Through our locally
operated health plans in 12 states and in the Commonwealth of
Puerto Rico, Molina serves approximately 4.3 million members. Dr.
C. David Molina founded our company in 1980 as a provider
organization serving low-income families in Southern California.
Today, we continue his mission of providing high quality and
cost-effective health care to those who need it most. For more
information about Molina Healthcare, please visit our website at
molinahealthcare.com.
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Molina Healthcare, Inc.Juan José Orellana, 562-435-3666, ext.
111143Investor Relations
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