MOLINA HEALTHCARE, INC. (NYSE:MOH) Files An 8-K Termination of a Material Definitive Agreement

As previously reported in the Current Report on Form 8-K filed by Molina Healthcare, Inc. (the “Company”) with the Securities and Exchange Commission on August 5, 2016, the Company entered into (a) that certain Asset Purchase Agreement, dated as of August 2, 2016, with Aetna Inc. (“Aetna”) to which, among other things, the Company agreed to purchase and acquire from Aetna certain of Aetna’s Medicare Advantage assets, and (b) that certain substantially identical Asset Purchase Agreement, dated as of August 2, 2016 (collectively, the “Asset Purchase Agreements”), with Humana Inc. (“Humana” and, together with Aetna, the “Sellers”) to which, among other things, the Company agreed to purchase and acquire from Humana certain of Humana’s Medicare Advantage assets.

The transactions contemplated by each Asset Purchase Agreement were conditioned on separate closing conditions set forth therein, including the completion of the proposed acquisition by Aetna of Humana to that certain Agreement and Plan of Merger, dated as of July 2, 2015 (the “Merger Agreement”), by and among each of the Sellers, Echo Merger Sub, Inc. and Echo Merger Sub, LLC (collectively, the “Merger Subs”). Section 8.01(d) of each Asset Purchase Agreement provides that the Asset Purchase Agreement may be terminated by the applicable Seller or the Company at any time prior to the closing of the applicable acquisition if the Merger Agreement shall have been terminated in accordance with its terms.

On February 14, 2017, each of the Sellers and the Merger Subs entered into a Termination Agreement, to which the Sellers and the Merger Subs agreed to terminate the Merger Agreement. On the same date and to Section 8.01(d) of the applicable Asset Purchase Agreement, the Company entered into a Termination Agreement with Aetna and a substantially identical Termination Agreement with Humana (collectively, the “APA Termination Agreements”), to which the applicable Seller terminated, and the Company agreed to the termination of, the applicable Asset Purchase Agreement, including all schedules and exhibits thereto, and all ancillary agreements contemplated thereby or entered thereto; provided that each of the confidentiality agreements between the Company and each Seller will continue in full force and effect in accordance with their terms. Furthermore, to the applicable APA Termination Agreement and in accordance with Section 8.03(a)(ii) of the applicable Asset Purchase Agreement, each Seller has agreed to pay or cause to be paid to the Company a fee in the amount of such Seller’s applicable proportionate share of a termination fee of $75 million, plus such Seller’s applicable proportionate share of the Company’s transaction costs. Accounting recognition of the breakup fee will occur in the first quarter of 2017.

About MOLINA HEALTHCARE, INC. (NYSE:MOH)
Molina Healthcare, Inc. offers Medicaid-related solutions for low-income families and individuals, and assists government agencies in their administration of the Medicaid program. The Company operates through three segments: Health Plans, Molina Medicaid Solutions and Other. Its Health Plans segment consists of health plans in approximately 10 states and the Commonwealth of Puerto Rico, and its direct delivery business. Its direct delivery business consists of the operation of primary care clinics in various states in which it operates health plans. Its Molina Medicaid Solutions segment provides design, development, implementation (DDI) and business process outsourcing (BPO) solutions to state governments for their Medicaid management information systems (MMIS). The Other segment includes other businesses, such as its Pathways Health and Community Support LLC (Pathways) behavioral health and social services provider. MOLINA HEALTHCARE, INC. (NYSE:MOH) Recent Trading Information
MOLINA HEALTHCARE, INC. (NYSE:MOH) closed its last trading session up +0.15 at 59.39 with 703,020 shares trading hands.