On May 22, 2017, Molina Healthcare, Inc., a Delaware corporation
(the Company), entered into a purchase agreement (the Purchase
Agreement), by and among the Company, the guarantors party
thereto and SunTrust Robinson Humphrey, Inc., acting as
representative of the several initial purchasers named in
Schedule A thereto (the Initial Purchasers), relating to the
issuance and sale of $330 million aggregate principal amount of
its senior notes due 2025 (the Notes), in a private offering to
qualified institutional buyers 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 June 6, 2017, subject to the satisfaction of customary
closing conditions (the Settlement Date).

The Notes will bear interest at a rate of 4.875% per year.
Interest will be payable semi-annually in arrears on June 15 and
December 15 of each year, commencing December 15, 2017, and will
accrue from the Settlement Date. The Notes will mature on June
15, 2025.

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 $326 million (the Net
Proceeds). No later than ten business days after the issue date,
the Net Proceeds are to be deposited into a newly-formed
segregated deposit account in the name of the Company, and such
Net Proceeds will be invested (and may be reinvested) in cash and
cash equivalents. Such Net Proceeds will be used by the Company
(i) on or prior to August 20, 2018, to (a) redeem, repurchase,
repay, tender for, or acquire or retire for value (whether
through one or more tender offers, open market repurchases,
redemptions or similar transactions) all or any portion of the
Companys 1.625% Convertible Senior Notes due 2044 (the 1.625%
Convertible Notes) or to satisfy the cash portion of any
consideration due upon any conversion of the 1.625% Convertible
Notes to the requirements contained in the indenture governing
the 1.625% Convertible Notes, and/or (b) make any interest
payments due on all or any portion of the Notes, (ii) on or after
August 20, 2018, to repurchase all or any portion of the 1.625%
Convertible Notes that the Company is obligated to repurchase to
the requirements contained in the indenture governing the 1.625%
Convertible Notes and (iii) subsequent to August 20, 2018 (or
such earlier date in the event that there are no longer any
1.625% Convertible Notes outstanding), in any other manner not
otherwise prohibited by the indenture governing the Notes,
subject to the Company complying with clauses (i) or (ii) prior
to any such amounts being used or applied in accordance with this
clause (iii). For payments made to the foregoing clauses (i) or,
to the extent applicable, (ii), amounts permitted to be released
from the segregated account shall include amounts necessary to
pay principal, any accrued and unpaid interest due on the date of
any redemption, repurchase, repayment, tender, acquisition or
retirement for value or to satisfy the cash portion of any
consideration due upon any conversion of the 1.625% Convertible
Notes, premiums (including tender premiums) and fees and expenses
incurred in connection therewith. The funds deposited into the
above-referenced segregated deposit account will initially be
classified as non-current assets on the Companys consolidated
balance sheet.

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
Purchase Agreement is being filed as Exhibit 1.1 hereto and is
incorporated herein by reference.

Item 8.01. Other Events.

On May 22, 2017, 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: