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 29, 2020 (May 28, 2020)
 
______________
 
MOLINA HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)

Delaware
001-31719
13-4204626
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
______________
 
200 Oceangate, Suite 100, Long Beach, California 90802
(Address of principal executive offices)

Registrant’s telephone number, including area code: (562) 435-3666
 
 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 Par Value
MOH
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.
☐

 
Item 1.01. Entry into a Material Definitive Agreement.

On May 28, 2020, Molina Healthcare, Inc., a Delaware corporation (the “Company”), entered into a purchase agreement (the “Purchase Agreement”), by and between the Company and SunTrust Robinson Humphrey, Inc., acting as representative of the several initial purchasers named in Schedule A thereto (the “Initial Purchasers”), relating to the issuance and sale of $800 million aggregate principal amount of its senior notes due 2028 (the “Notes”), in a private offering to “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain persons outside the United States in reliance on Regulation S under the Securities Act.  The offering is expected to close on or about June 2, 2020, subject to the satisfaction of customary closing conditions (the “Settlement Date”).

The Notes will bear interest at a rate of 4.375% per year.  Interest will be payable semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 2020, and will accrue from the Settlement Date.  The Notes will mature on June 15, 2028. The Company estimates that after deducting fees and expenses payable by the Company, the net proceeds from the issuance and sale of the Notes will be approximately $789 million (the “Net Proceeds”). The Company intends to use the Net Proceeds to fully repay indebtedness outstanding under its existing term loan facility (the “Term Loan Facility”) and permanently reduce commitments in respect thereof.  As of March 31, 2020, the Company had $600 million outstanding under the Term Loan Facility. The Company may use a portion of the Net Proceeds to fund the pending Magellan Complete Care (“MCC”) acquisition. If the Company determines not to use a portion of the Net Proceeds to fund the pending MCC acquisition, it intends to use the remaining Net Proceeds for general corporate purposes, which may include repayment of indebtedness, funding for acquisitions, capital expenditures, additions to working capital and capital contributions to the Company’s health plan subsidiaries to meet statutory requirements in new or existing states.

The Purchase Agreement contains customary representations, warranties and agreements by the Company.  In addition, the Company has agreed to indemnify the Initial Purchasers against certain liabilities, as more particularly described in Section 7(a) of the Purchase Agreement.

The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement. A copy of the Purchase Agreement is being filed as Exhibit 1.1 hereto and is incorporated herein by reference.
             

Item 8.01. Other Events.
 
On May 28, 2020, the Company issued a press release announcing the pricing of the Notes.  A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)            Exhibits:
 
Exhibit  
No.
Description
   
1.1
   
   
104
Cover page information from Molina Healthcare, Inc.’s Current Report on Form 8-K filed on May 29, 2020 formatted in iXBRL (Inline Extensible Business Reporting Language).

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

   
MOLINA HEALTHCARE, INC.
       
Date: May 29, 2020
 
By:
/s/ Jeff D. Barlow
     
Jeff D. Barlow,
Chief Legal Officer and Secretary


Molina Healthcare (NYSE:MOH)
Historical Stock Chart
From Aug 2024 to Sep 2024 Click Here for more Molina Healthcare Charts.
Molina Healthcare (NYSE:MOH)
Historical Stock Chart
From Sep 2023 to Sep 2024 Click Here for more Molina Healthcare Charts.