LONG BEACH, Calif.--(BUSINESS WIRE)--May 22, 2017--
Molina Healthcare, Inc. (NYSE: MOH) (the “Company”) today announced that
it intends to privately offer, subject to market and other conditions,
$330 million aggregate principal amount of senior notes due 2025 (the
“Notes”). The Company will make the offering pursuant to an exemption
under the Securities Act of 1933, as amended (the “Securities Act”). The
initial purchasers will offer the Notes only to persons reasonably
believed to be “qualified institutional buyers” pursuant to Rule 144A
under the Securities Act and to certain persons outside the United
States in reliance on Regulation S under the Securities Act (“Regulation
S”).
The Notes will be guaranteed by each of the Company’s existing and
future direct and indirect domestic unregulated subsidiaries that
guarantee the Company’s existing revolving credit facility. As of the
issue date of the Notes, the only subsidiaries of the Company that will
guarantee the Notes are Molina Information Systems, LLC, dba Molina
Medicaid Solutions, Molina Pathways, LLC, and Pathways Health and
Community Support LLC. The interest rate, offering price and other terms
of the Notes will be determined by negotiations between the Company and
the representative of the initial purchasers. The issuance of the Notes
will be subject to customary closing conditions.
No later than ten business days after the issue date, the net proceeds
from the issuance and sale of the Notes 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. Amounts contained in such account 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 Company's 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 pursuant 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 pursuant
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
pursuant 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 Company's consolidated balance sheet.
The Notes have not been registered under the Securities Act, or any
state securities laws and may not be offered or sold within the United
States or to, or for the benefit of, a U.S. person (as defined in
Regulation S) except in transactions exempt from, or not subject to, the
registration requirements of the Securities Act.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase the Notes and shall not constitute
an offer, solicitation or sale in any state or jurisdiction where such
offer, solicitation or sale is prohibited.
About Molina Healthcare
Molina Healthcare, Inc., a FORTUNE 500 company, provides managed health
care services under the Medicaid and Medicare programs and through the
state insurance marketplaces. Through our locally operated health plans
in 12 states and in the Commonwealth of Puerto Rico, Molina serves
approximately 4.8 million members. Dr. C. David Molina founded our
company in 1980 as a provider organization serving low-income families
in Southern California. Today, we continue his mission of providing high
quality and cost-effective health care to those who need it most.
Cautionary Statement under the Private Securities Litigation
Reform Act: This press release contains “forward-looking
statements,” including statements related to the Company’s offering of
the Notes and intended use of net proceeds of the offering, which are
subject to risks and uncertainties, including, without limitation, risks
related to whether the Company will consummate the offering of the Notes
on the expected terms, or at all, market and other general economic
conditions and whether the Company and the guarantors will be able to
satisfy the conditions required to close any sale of the Notes. A
discussion of the risk factors facing the Company can be found in its
annual report on Form 10-K for the year ended December 31, 2016, in its
quarterly report on Form 10-Q for the quarter ended March 31, 2017, in
its Form 8-K current reports, and in its other reports and filings with
the SEC. These reports can be accessed on the SEC’s website at www.sec.gov.
The Company undertakes no obligation to release any revisions to any
forward-looking statements.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170522005698/en/
Source: Molina Healthcare, Inc.
Molina Healthcare, Inc.
Juan José Orellana, 562-435-3666, ext.
111143
Investor Relations