MAGELLAN HEALTH,INC. (NASDAQ:MGLN) Files An 8-K Other EventsItem 8.01 Other Events.
On September15, 2017, Magellan Health,Inc. (the “Company”), priced the public offering of $400.0 million aggregate principal amount of its 4.400% Senior Notes due 2024 (the “Notes”).
The Notes were sold in a public offering to a Registration Statement on FormS-3, as amended (File No.333-220281) (the “Registration Statement”) and a related prospectus and prospectus supplement filed with the Securities and Exchange Commission. The Company expects the offering to close on September22, 2017, subject to the satisfaction of customary closing conditions.
The Company entered into an underwriting agreement, dated September15, 2017 (the “Underwriting Agreement”), with J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC as the representatives of the several underwriters named therein, in connection with the issuance and sale of the Notes. The Underwriting Agreement contains customary representations, warranties and agreements of the Company and customary conditions to closing, indemnification rights and obligations of the parties. In connection with the offering of the Notes, the Company is filing as Exhibit1.1 hereto, and incorporating by reference herein, the Underwriting Agreement.
The Company expects the net proceeds from the issuance and sale of the notes will be approximately $395.6 million after deducting the underwriting discounts and commissions. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes, and the termination and repayment of the obligations under its existing credit facilities.
Some of the underwriters and their affiliates have engaged in, and may in the future engage in, various financial advisory, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.
In connection with the offering of the Notes, the Company is filing as Exhibit12.1 hereto the computation of the Company’s ratio of earnings to fixed charges for the periods presented in the prospectus supplement to the Registration Statement. Such computation is incorporated by reference into the Registration Statement.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
|
Exhibit Number |
Description |
|
1.1 |
Underwriting Agreement, dated September15, 2017, among Magellan Health,Inc., as issuer, and J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. |
|
12.1 |
Computation of Ratio of Earnings to Fixed Charges. |
