Item 1.02 Termination of a Material Definitive Agreement.

In connection with the Merger, the Company expects to repay in full, on February 10, 2020, all outstanding amounts under that certain Credit Agreement, dated as of December 20, 2017, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended by the First Amendment, dated as of July 19, 2019, among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (the "Credit Agreement"). As a result, the Credit Agreement will be terminated and all obligations outstanding thereunder will be extinguished.

The aggregate payoff amount is approximately $608,064,140.52 million and includes all accrued interest associated therewith.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 10, 2020, the Company (i) notified the New York Stock Exchange (the "NYSE") of the consummation of the Merger and (ii) requested that the NYSE (x) suspend trading of the Company Common Stock effective on February 10, 2020 and (y) promptly file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Company Common Stock.

Item 3.03. Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note, Item 3.01 and Item 5.03 are incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

As a result of the consummation of the Offer and the Merger, a change of control of the Company occurred, and the Company is now a wholly owned subsidiary of Parent. Immediately following the Merger, Parent expects to contribute all of the outstanding equity of the Company to OptumRx Holdings, LLC, a Delaware limited liability company and indirect, wholly owned subsidiary of Parent. To the knowledge of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a further change in control of the Company. The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of the Effective Time, all of the directors of the Company resigned from the Board of Directors. Pursuant to the Merger Agreement, as of the Effective Time, the members of the board of directors of Sub immediately prior to the Effective Time became the members of the board of directors of the Surviving Corporation. The members of the board of directors of Sub immediately prior to the Effective Time were John Michael Prince and Jeffrey David Grosklags. Information regarding the new directors has been previously disclosed in Schedule I of the Offer to Purchase as filed with the Tender Offer Statement on Schedule TO, originally filed by Parent on January 9, 2020.

Pursuant to the Merger Agreement, as of the Effective Time, the officers of Sub immediately prior to the Effective Time became the officers of the Surviving Corporation. The officers of Sub immediately prior to the Effective Time were John Michael Prince, Jeffrey David Grosklags, Karen Elizabeth Peterson and Peter Marshall Gill. Information regarding the new officers has been previously disclosed in Schedule I of the Offer to Purchase as filed with the Tender Offer Statement on Schedule TO, originally filed by Parent on January 9, 2020.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company's Articles of Incorporation were amended and restated in their entirety. A copy of the Company's Amended and Restated Articles of Incorporation is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company's Bylaws were amended and restated in their entirety. A copy of the Company's Amended and Restated Bylaws are included as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
 Number    Description
  2.1        Agreement and Plan of Merger, dated as of December 9, 2019, by and
           among the Company, Parent and Sub (incorporated by reference to the
           Company's Current Report on Form 8-K filed with the SEC on December 9,
           2019 (File No. 001-36677)).*
  3.1        Amended and Restated Articles of Incorporation of the Company.
  3.2        Amended and Restated Bylaws of the Company.
  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

* The Company agrees to furnish supplementally a copy of any omitted exhibit or

schedule to the SEC upon request.

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