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MOLINA HEALTHCARE, INC. : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (form 8-K)

11/02/2021 | 07:33am EST

Item 1.01. Entry into a Material Definitive Agreement.

On November 1, 2021, Molina Healthcare, Inc., a Delaware corporation (the "Company"), entered into a purchase agreement (the "Purchase Agreement"), by and between the Company and Truist 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 $750 million aggregate principal amount of the Company's senior notes due 2032 (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 16, 2021, 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, 2022, and will accrue from the Settlement Date. The Notes will mature on May 15, 2032.

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 $741 million (the "Net Proceeds"). The Company intends to use approximately $725 million of the Net Proceeds to redeem the entire $700 million outstanding principal amount of its 5.375% senior notes due 2022. 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 form of Purchase Agreement is being filed as Exhibit 1.1 hereto and is incorporated herein by reference. --------------------------------------------------------------------------------

Item 8.01. Other Events.

On November 1, 2021, 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:

No.      Description

  1.1      Form of Purchase Agreement, dated November 1, 2021, by and between the
         Company and Truist Securities, Inc., as representative of the several
         initial purchasers named in Schedule A thereto

  99.1     Press release of Molina Healthcare, Inc. issued November 1, 2021

104      Cover page information from Molina Healthcare, Inc.'s Current Report on
         Form 8-K filed on November 2, 2021 formatted in iXBRL (Inline Extensible
         Business Reporting Language)


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