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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
______________

Current Report

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 13, 2022 (July 13, 2022)
 
______________
 
MOLINA HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)

Delaware
001-31719
13-4204626
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
______________
 
200 Oceangate, Suite 100, Long Beach, California 90802
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (562) 435-3666
 
 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 Par Value
MOH
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.
☐
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Item 7.01.    Regulation FD Disclosure.
 
On July 13, 2022, Molina Healthcare, Inc. announced its entry into a definitive agreement to acquire My Choice Wisconsin. Subject to the receipt of applicable federal and state regulatory approvals, and the satisfaction of other customary closing conditions, the closing of the transaction is expected to occur in 2022. The full text of the press release is included as Exhibit 99.1 to this report.
 
Note: The information in this Form 8-K and the exhibits attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 
Item 9.01.    Financial Statements and Exhibits.
 
(d)       Exhibits:
 
Exhibit No.
Description
   
   
104
Cover Page information from Molina Healthcare, Inc.’s Current Report on Form 8-K filed on July 13, 2022 formatted in iXBRL (Inline Extensible Business Reporting Language).
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SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
MOLINA HEALTHCARE, INC.
   
Date:     July 13, 2022
By:
/s/ Jeff D. Barlow
 
Jeff D. Barlow
   
Chief Legal Officer and Secretary


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Exhibit 99.1

Molina Healthcare to Acquire My Choice Wisconsin

Transaction Expands Molina’s Medicaid Managed Long-Term Care Presence into Wisconsin

LONG BEACH, Calif.--(BUSINESS WIRE)--July 13, 2022--Molina Healthcare, Inc. (NYSE: MOH) (“Molina”) announced today that it has entered into a definitive agreement to acquire substantially all the assets of My Choice Wisconsin (“MCW”). The purchase price for the transaction is approximately $150 million, net of expected tax benefits and required regulatory capital.

MCW is a Medicaid managed care organization serving members across Wisconsin. It has a 22-year history of serving managed long-term services and supports (MLTSS) populations, with a deep commitment to the communities it serves. As of May 2022, MCW served over 44,000 MLTSS and core Medicaid members throughout Wisconsin, delivering approximately $1 billion in premium revenue for the 12 months ending March 31, 2022.

“The addition of My Choice Wisconsin to Molina’s expanding footprint is not only complementary to our existing Medicaid business in Wisconsin, but also representative of our strategic growth initiatives,” said Joe Zubretsky, President and CEO of Molina Healthcare. “Today’s announcement demonstrates our continuing success acquiring value enhancing revenue streams at attractive valuations.”

The transaction represents a strong strategic fit with Molina’s portfolio of core Medicaid, high-acuity, and duals businesses and brings additional scale to Molina’s growing MLTSS franchise and existing Wisconsin core Medicaid business. The transaction is expected to be immediately accretive to Molina’s adjusted earnings per share. Molina intends to fund the purchase with cash on hand. The transaction is subject to receipt of applicable federal and state regulatory approvals, and satisfaction of other customary closing conditions. It is expected to close in 2022.

About Molina Healthcare

Molina Healthcare, Inc., a FORTUNE 500 company (currently ranked 125), provides managed healthcare services under the Medicaid and Medicare programs and through the state insurance marketplaces. Through its locally operated health plans, Molina Healthcare served approximately 5.1 million members as of March 31, 2022. For more information about Molina Healthcare, please visit molinahealthcare.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995. This press release contains forward-looking statements regarding the proposed acquisition of assets of My Choice Wisconsin. All forward-looking statements are based on current expectations that are subject to numerous risk factors that could cause actual results to differ materially. Such risk factors include, without limitation, risks related to the timely closing of the transaction, including the need to obtain third party consents and regulatory approvals, and any conditions imposed on the parties in connection with consummating the transaction. Information regarding the other risk factors to which the Company is subject is provided in greater detail in its periodic reports and filings with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K. These reports can be accessed under the investor relations tab of the Company’s website or on the SEC’s website at sec.gov. Given these risks and uncertainties, the Company cannot give assurances that its forward-looking statements will prove to be accurate. All forward-looking statements represent the Company’s judgment as of the date hereof.

Contacts

Investor Contact: Joseph Krocheski, Joseph.Krocheski@molinahealthcare.com , 562-951-8382

Media Contact: Caroline Zubieta, Caroline.Zubieta@molinahealthcare.com, 562-951-1588