UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2020 (November 2, 2020)
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MOLINA HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-31719
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13-4204626
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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______________
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200 Oceangate, Suite 100,
Long Beach, California
90802
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(Address of principal executive offices)
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 Par Value
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MOH
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New York Stock Exchange
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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).
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Emerging growth company
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☐
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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.
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☐
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| Item 1.01. |
Entry into a Material Definitive Agreement. |
On November 2, 2020, Molina Healthcare, Inc., a Delaware
corporation (the “Company”), entered into a purchase agreement (the “Purchase Agreement”), by and between the Company and BofA Securities, Inc., acting as representative of the several initial purchasers named in Schedule A thereto (the “Initial
Purchasers”), relating to the issuance and sale of $650 million aggregate principal amount of the Company’s senior notes due 2030 (the “Notes”), 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 17, 2020, subject to the satisfaction of customary closing conditions (the “Settlement Date”).
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, 2021, and will accrue from the Settlement Date. The Notes will mature on November 15, 2030.
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 $641 million (the “Net Proceeds”). The Company intends to use approximately $346 million of the Net Proceeds to redeem the entire $330 million outstanding principal amount of its 4.875% senior notes due 2025, and to pay
related fees and expenses. 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 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.
On November 2, 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:
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Exhibit
No.
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Description
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104
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Cover page information from Molina Healthcare, Inc.’s Current Report on Form 8-K filed on November 3, 2020 formatted in iXBRL (Inline Extensible
Business Reporting Language)
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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.
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MOLINA HEALTHCARE, INC.
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Date: November 3, 2020
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By:
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/s/ Jeff D. Barlow
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Jeff D. Barlow,
Chief Legal Officer and Secretary
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