MOLINA HEALTHCARE, INC. (NYSE:MOH) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On December 4, 2017, Molina Healthcare, Inc. (the “Company”) entered into a commitment letter (the “Commitment Letter”) with SunTrust Bank and SunTrust Robinson Humphrey, Inc. (“STRH” and, together with SunTrust Bank, the “Commitment Parties”), to which, subject to the terms and conditions set forth therein, the Commitment Parties have committed to provide a 364-day unsecured senior bridge facility or, at the Company’s election or subject to various considerations (including syndication by STRH), an eight-year unsecured senior bridge facility, in each case in an aggregate principal amount of up to $550.0 million (collectively, the “Bridge Facility”), to fund (i) satisfying conversions of the Company’s 1.125% Cash Convertible Senior Notes due 2020 (the “1.125% Notes”), (ii) satisfying and/or refinancing indebtedness incurred to satisfy conversions of the 1.125% Notes, (iii) repaying or refinancing the Company’s existing revolving credit facility and (iv) payment of fees and expenses in connection with the foregoing. The Commitment Parties’ obligations under the Commitment Letter are subject to the Company’s satisfaction or the Commitment Parties’ waiver of certain conditions, including, without limitation, the execution of definitive documentation consistent with the Commitment Letter (the “Bridge Loan Documentation”), delivery of certain financial information, the accuracy of specified representations set forth in the applicable Bridge Loan Documentation, the payment of certain fees and expenses, and certain other customary closing conditions.
The foregoing summary of the Commitment Letter and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Commitment Letter. A copy of the Commitment Letter is being filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 8.01. Other Events.
On December 7, 2017, the Company announced that on December 6, 2017 it priced a synthetic exchange transaction with a limited number of holders (the “Noteholders”) of its 1.625% Convertible Senior Notes due 2044 (the “1.625% Notes”) to which the Company has agreed to repurchase from the Noteholders an aggregate of $141,275,000 principal amount of the 1.625% Notes and simultaneously issue to the Noteholders an aggregate of2,596,246 shares of its common stock registered under the Company’s Registration Statement on Form S-3, Registration No. 333-204558, filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended. A copy of the press release is attached hereto as Exhibit 99.1, the text of which is incorporated herein by reference.
The opinion of the Company’s counsel as to the legality of the common stock to be sold to the Noteholders is filed as Exhibit 5.1 to this Current Report on Form 8-K.