Molina Healthcare Announces Pricing of $750 Million of Senior Notes Due 2032
November 01 2021 - 4:44PM
Business Wire
Molina Healthcare, Inc. (NYSE: MOH) (the “Company”) today
announced that it priced $750 million aggregate principal amount of
its senior notes due 2032 (the “Notes”) to be sold in a private
offering to individuals reasonably believed to be “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
November 16, 2021 (such actual closing date, the “Settlement
Date”), subject to the satisfaction of customary closing
conditions.
The Notes will not be guaranteed by any of the Company’s
subsidiaries at the time of issuance. The Notes will bear interest
at a rate of 3.875% per year. Interest will be payable
semi-annually in arrears on May 15 and November 15 of each year,
commencing May 15, 2022, and will accrue from the Settlement Date.
The Notes will mature on May 15, 2032.
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 $741 million (the “Net
Proceeds”). The Company intends to use approximately $725 million
of the Net Proceeds to redeem the entire $700 million outstanding
principal amount of its 5.375% senior notes due 2022. The Company
intends to use the remaining Net Proceeds for general corporate
purposes, which may include repayment of indebtedness, share
repurchases, 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 Notes have not been registered under the Securities Act or
any state securities laws and may not be offered or sold within the
United States or to, or for the benefit of, a U.S. person (as
defined in Regulation S) except in transactions exempt from, or not
subject to, the registration requirements of the Securities
Act.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase the Notes and shall not
constitute an offer, solicitation or sale in any state or
jurisdiction where such offer, solicitation or sale is
prohibited.
About Molina Healthcare
Molina Healthcare, Inc., a FORTUNE 500 company, provides managed
healthcare services under the Medicaid and Medicare programs and
through the state insurance marketplaces. Through its locally
operated health plans, Molina Healthcare served approximately 4.8
million members as of September 30, 2021. For more information
about Molina Healthcare, please visit molinahealthcare.com.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
This press release contains “forward-looking statements,”
including statements related to the Company’s offering of the Notes
and intended use of net proceeds of the offering, which are subject
to risks and uncertainties, including, without limitation, risks
related to whether the Company will consummate the offering of the
Notes on the expected terms, or at all, market and other general
economic conditions, and whether the Company will be able to
satisfy the conditions required to close any sale of the Notes.
Additional information regarding the risk factors to which the
Company is subject is provided in greater detail in its periodic
reports and filings with the Securities and Exchange Commission,
including its annual report on Form 10-K for the year ended
December 31, 2020 and in its quarterly reports on Form 10-Q for the
quarters ended March 31, 2021, June 30, 2021 and September 30,
2021. These reports can be accessed under the investor relations
tab of the Company’s website at www.molinahealthcare.com or on the
SEC’s website at www.sec.gov. Given these risks and uncertainties,
the Company can give no 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 it cautions investors not to place undue
reliance on these statements. All forward-looking statements in
this release represent the Company’s judgment as of the date
hereof, 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20211101005968/en/
Investor Contact: Joseph Krocheski,
Joseph.Krocheski@molinahealthcare.com, 562-951-8382 Media
Contact: Caroline Zubieta,
Caroline.Zubieta@molinahealthcare.com, 562-951-1588
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