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): September 29, 2020 (September 29, 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 7.01.    Regulation FD Disclosure.

On September 29, 2020, the Company announced its entry into a definitive agreement to acquire substantially all of the assets of Affinity Health Plan. The full text of the press release is included as Exhibit 99.1 to this report.
 
The Company has also posted a one-page infographic with respect to the transaction entitled “Strategically and Financially Attractive Acquisition”, dated September 29, 2020, on the Company’s website, www.molinahealthcare.com. The infographic is included as Exhibit 99.2 to this report. The information contained in the Company’s website is not part of this report.
 
Note: The information in this Form 8-K and the exhibits attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
 
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
 
This Current Report on Form 8-K and the exhibits attached hereto include “forward-looking statements” regarding the proposed acquisition of substantially all of the assets of Affinity Health Plan, as well as our plans, expectations, and expected financial performance resulting from the proposed transaction. All forward-looking statements are based on current expectations that are subject to numerous risk factors that could cause actual results to differ materially.  Those risks and uncertainties are discussed in the Company’s periodic reports and filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K. These reports can be accessed under the investor relations tab of the Company’s website or on the SEC’s website at www.sec.gov. Given these risks and uncertainties, the Company cannot give assurances that its forward-looking statements will prove to be accurate, or that any other results or events projected or contemplated by its forward-looking statements will in fact occur, and the Company cautions investors not to place undue reliance on these statements. All forward-looking statements in this Current Report on Form 8-K and the exhibits attached hereto represent management’s judgment as of September 29, 2020, and, except as otherwise required by law, the Company disclaims any obligation to update any forward-looking statements to conform the statement to actual results or changes in its expectations.

Item 9.01.    Financial Statements and Exhibits.
(d)       Exhibits:
Exhibit No.
Description
   
   
99.2
   
104
Cover Page Interactive Data File (embedded within the inline XBRL document)


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: September 29, 2020
By:
/s/ Jeff D. Barlow
   
Jeff D. Barlow,
Chief Legal Officer and Secretary


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