BRIGHT HEALTH GROUP INC. : Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Costs Associated with Exit or Disposal Activities, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On November 8, 2022, Bright Health Group, Inc. (the "Company"), entered into Amendment No. 3 (the "Amendment") to its Credit Agreement, dated March 1, 2021, among the Company, the other Loan Parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended by the Amendment, the "Credit Agreement").

The Amendment waived certain collateral related defaults and provided that the Company would (i) not be required to test the debt to capitalization ratio covenant in the Credit Agreement during and including the four quarter test period ending September 30, 2022 through and including the four quarter test period ending September 30, 2023, (ii) be required to maintain a minimum liquidity of $200.0 million from November 8, 2022 through and including September 30, 2023 and (iii) be required to maintain a minimum liquidity of $150.0 million after September 30, 2023. Neither these collateral related defaults, nor the waivers and Amendment resulted in a material increase in or an acceleration of our financial obligations under the Credit Agreement.

The above summary of the Amendment is qualified in its entirety by reference to the full and complete terms of the Amendment, which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference, and to the full and complete terms of the Credit Agreement, which was included as an exhibit to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 15, 2021.

Item 2.02. Results of Operations and Financial Condition.

On November 9, 2022, the Company issued a news release announcing its financial results for the third quarter ended September 30, 2022. A copy of the news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in Item 2.02 and Exhibit 99.1 of this Current report on Form 8-K shall not be deemed "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 such information and exhibits 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 filing.

Item 2.05. Costs Associated with Exit or Disposal Activities.

On October 11, 2022, the Company issued a press release announcing, among other things, that it will focus on delivering affordable healthcare to aging and underserved populations through its fully aligned care model in Florida, Texas and California, and that it will no longer offer Individual and Family Plan products through Bright HealthCare in 2023, or Medicare Advantage products outside of California. As a result of these strategic changes, on November 4, 2022, the Board of Directors (the "Board") of the Company approved a plan to restructure its workforce and reduce expenses based on the Company's updated business model. The Company expects to effectuate this plan over the next six to twelve months.

The Company is currently unable in good faith to make a determination of an estimate of the amount or range of amounts expected to be incurred in connection with this plan, both with respect to each major type of cost associated therewith and with respect to the total cost, or an estimate of the amount or range of amounts that will result in future cash expenditures. The Company will file an amendment to this Current Report on Form 8-K after it determines such estimates or ranges of estimates.

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

(c) On November 4, 2022, the Board of the Company approved the appointment of Jeff Cook, chief executive officer, NeueHealth, as Chief Operating Officer of the Company, effective as of November 9, 2022. As Chief Operating Officer, Mr. Cook will oversee the day-to-day operations of the Company, including leading our NeueHealth and Senior Managed Care businesses.

Mr. Cook previously served as chief executive officer of NeueHealth, our personalized care delivery business, since June 2022. Prior to Bright Health, he served as national Vice President of CVS Health HUBs, CVS' suite of HUB clinical services, from May 2020 to June 2022. Before that, Mr. Cook was the South Central Regional President of CVS Health/Aetna, where he led the commercial and Medicare Advantage business in Texas, Oklahoma, and New Mexico from January 2018 to January 2020, and was the Chief Executive Officer of Texas Health Aetna from 2016 to May 2020, during which time he led the development of a joint venture between Texas Health Resources and Aetna to create a joint health plan from the ground up. Prior to those roles, he held various leadership positions at Ascension Health and UnitedHealthcare. Mr. Cook has broad health care experience leading initiatives at the forefront of value-based care and consumer-driven healthcare, and holds a Bachelor of

--------------------------------------------------------------------------------

Business Administration from Baylor University and a Masters of Science in Health Administration from Texas State University.

The selection of Mr. Cook to serve as Chief Operating Officer was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Cook and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On November 9, 2022, the Company announced that Michael Carson, the Chief Executive Officer of Bright HealthCare, is stepping down from his role with the Company, effective December 2, 2022. Upon his departure, Mr. Carson will be entitled to receive separation benefits in accordance with the Company's previously disclosed 2021 Severance Plan.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

       Exhibit
         No.                                              Description
         10.1                  Amendment No. 3, dated as of November     8    , 2022, among Bright
                             Health Group, Inc., the other Loan Parties party thereto, the Lenders
                             party thereto and JPMorgan Chase Bank, N.A., as administrative
                             agent.
         99.1                  News Release, dated November 9, 2022
                             The cover page from the Current Report on Form 8-K formatted in Inline
         104                 XBRL.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses