AGILON HEALTH, INC. : Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On April 14, 2021, agilon health, inc. (the "Company") priced the initial public offering ("IPO") of its common stock, par value $0.01 per share (the "Common Stock"), at an offering price of $23.00 per share, pursuant to the Company's registration statement on Form S-1, as amended (File No. 333-254435) (the "Registration Statement"). On April 15, 2021, the underwriters exercised their option to purchase an additional 6,990,000 shares of Common Stock. On April 19, 2021, the Company's sale of an aggregate of 53,590,000 shares of Common Stock was completed.

In connection with the completion of the IPO, the Company also entered into the following agreements previously filed as exhibits to the Registration Statement:

     •    a Registration Rights Agreement, dated as of April 16, 2021, by and among
          the Company and CD&R Vector Holdings, L.P., a copy of which is filed as
          Exhibit 10.1 hereto and incorporated by reference herein;




     •    a Stockholders Agreement, dated as of April 16, 2021, by and among the
          Company and CD&R Vector Holdings, L.P., a copy of which is filed as
          Exhibit 10.2 hereto and incorporated by reference herein.

The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements filed as exhibits to the Registration Statement as described therein.

Item 1.02. Termination of a Material Definitive Agreement.

In connection with the completion of the IPO, the Consulting Agreement with Clayton, Dubilier & Rice LLC was terminated pursuant to the Termination Agreement, dated as of April 16, 2021, by and between Agilon Health Holdings, Inc., Primary Provider Management Co., Inc. and Clayton, Dubilier & Rice, LLC, a copy of which is filed as Exhibit 10.3 hereto and incorporated by reference herein. The terms of the agreement are substantially the same as the terms set forth in the form of such agreement filed as an exhibit to the Registration Statement as described therein.

Item 3.03. Material Modifications to Rights of Security Holdings.

The description in Item 5.03 below of the Amended and Restated Certificate of Incorporation and Amended and Restated By-laws is incorporated by reference herein.

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

On April 16, 2021, in connection with the IPO, the Company amended and restated its certificate of incorporation and the Company's Amended and Restated By-laws became effective, as previously reported in the Registration Statement. The descriptions and forms of the Amended and Restated Certificate of Incorporation and Amended and Restated By-laws are substantially the same as the descriptions and forms set forth in and filed as exhibits to the Registration Statement.

The Company's Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto and incorporated herein by reference, and the Company's Amended and Restated By-laws are filed as Exhibit 3.2 hereto and incorporated by reference herein.

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Item 8.01. Other Events.

On April 19, 2021, the Company issued a press release announcing the closing of the IPO, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits



Exhibit
Number       Description

 3.1           Amended and Restated Certificate of Incorporation of agilon health,
             inc.

 3.2           Amended and Restated By-laws of agilon health, inc.

10.1           Registration Rights Agreement, by and among agilon health, inc. and
             CD&R Vector Holdings, L.P., dated as of April 16, 2021.

10.2           Stockholders Agreement, by and among agilon health, inc. and CD&R
             Vector Holdings, L.P., dated as of April 16, 2021.

10.3           Termination Agreement, by and between Agilon Health Holdings, Inc.,
             Primary Provider Management Co., Inc. and Clayton, Dubilier & Rice,
             LLC, dated as of April 16, 2021.

99.1           Press Release dated April 19, 2021.

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