Item 2.01. Completion of Acquisition or Disposition of Assets.
On September 22, 2021, Victory Health Holdings, LLC, a Delaware limited
liability company (the "Buyer") and wholly-owned subsidiary of ModivCare Inc.
("ModivCare"), completed its previously announced acquisition
(the "Acquisition") of all of the issued and outstanding capital stock of VRI
Intermediate Holdings, LLC, a Delaware limited liability company
("VRI Intermediate"), pursuant to a securities purchase agreement (the "Purchase
Agreement"), dated as of August 2, 2021, by and among the Buyer, ModivCare,
VRI Intermediate and VRI Ultimate Holdings, LLC, a Delaware limited liability
company.
The aggregate consideration paid in the Acquisition was approximately
$315,000,000 in cash, subject to certain adjustments, including adjustments
based on a determination of net working capital, cash, transaction expenses and
indebtedness of VRI Intermediate as of the closing date, as provided in the
Purchase Agreement. The consideration was financed with a portion of the net
proceeds from the issuance by ModivCare of its 5.000% senior notes due 2029,
together with cash on hand.
Item 8.01. Other Events.
On September 22, 2021, ModivCare issued a press release announcing the
completion of the Acquisition, a copy of which is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release issued by ModivCare Inc. on September 22, 2021.
The cover page from this Current Report on Form 8-K, formatted as
104 Inline XBRL.
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