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): June 12, 2013
MOLINA HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
|
1-31719
|
13-4204626
|
||
|
(State of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification Number)
|
200 Oceangate, Suite 100, Long Beach, California 90802
(Address of principal executive offices)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On June 12, 2013, we and our wholly owned subsidiary Molina Center, LLC (“Molina Center”) entered into an Agreement of Purchase and Sale (the “Purchase Agreement”) with AG Net Lease Acquisition Corp. (“AGNL”), the dedicated net lease group of Angelo, Gordon & Co, conveying our principal executive offices in Long Beach, California as well as an office building in Columbus, Ohio that houses the principal health plan operations of our wholly owned subsidiary, Molina Healthcare of Ohio, Inc. (collectively, the “Property”) to AGNL for $158,625,566. On June 13, 2013, we, as tenant, and AGNL Clinic, L.P., a Delaware limited partnership (“AGNL Clinic”), as assignee of AGNL and as landlord, entered into a Lease Agreement (the “Lease Agreement”) pursuant to which we leased the Property back from AGNL Clinic for an initial term of twenty-five years with six successive five-year extensions at our option (with eighteen months’ notice to the landlord of our election to extend). The Lease Agreement is on a triple net basis and the initial annual aggregate basic rent for both buildings is $10,901,851 with 3% annual increases thereafter during the initial term. This sale and leaseback transaction evidenced by the Purchase Agreement and the Lease Agreement closed on June 13, 2013.
In 2011, we purchased the Long Beach, California property that consists of two conjoined fourteen-story office towers on approximately five acres of land. That property houses our corporate headquarters and also Molina Healthcare of California, our California health plan subsidiary. We acquired the Ohio property in 2012.
The foregoing descriptions of the Purchase Agreement and the Lease Agreement are qualified in their entirety by reference to the full text of the respective agreements. Copies of the Purchase Agreement and the Lease Agreement will be filed as exhibits to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
On June 17, 2013, we issued a press release regarding the above referenced sale and leaseback transaction. The full text of the press release is attached as Exhibit 99.1 to this report.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 above regarding the Lease Agreement is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
No.
|
Description
|
|
|
99.1
|
Press release of Molina Healthcare, Inc. issued June 17, 2013.
|
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: June 17, 2013
|
By: /s/ Jeff D. Barlow
|
|
|
Jeff D. Barlow
|
||
|
Sr. Vice President – General Counsel, and Secretary
|
EXHIBIT INDEX
|
Exhibit
No.
|
Description
|
|
|
99.1
|
Press release of Molina Healthcare, Inc. issued June 17, 2013.
|
Exhibit 99.1
Press Release
| Contact: | |
|
Juan José Orellana
|
Sunny Yu
|
|
Investor Relations
|
Public Relations
|
|
562-435-3666
|
562-901-1039
|
MOLINA HEALTHCARE ANNOUNCES $158 MILLION SALE AND LEASE BACK
TRANSACTION FOR ITS CORPORATE OFFICE IN CALIFORNIA
Long Beach, California (June 17, 2013) – Molina Healthcare, Inc. (NYSE: MOH) today announced that, through its wholly owned subsidiary, Molina Center LLC, it has successfully completed a sale and lease back transaction with the dedicated net lease group of Angelo, Gordon & Co (AG) for $158 million. Under the terms of this transaction, Molina Healthcare has sold to AG its principal executive offices in Long Beach, California, as well as an office building in Columbus, Ohio, that houses the principal health plan operations of Molina’s wholly owned subsidiary, Molina Healthcare of Ohio.
“We continue to pursue the many opportunities that are open to us today in order to position the Company for long-term success,” said J. Mario Molina, M.D., chief executive officer of Molina Healthcare, Inc. “At our Investor Day on February 21, 2013, we talked about alternative financing options, including a potential sale and lease back transaction. Consistent with our long-term capital plan, this transaction unlocks additional capital, allowing Molina Healthcare to fund future growth initiatives while remaining committed to our mission of serving low-income families and individuals.”
As a part of the agreement, Molina Healthcare has entered into long-term leases for both real properties under which AG will be the landlord and Molina will be the tenant. In 2011, Molina Healthcare purchased the Long Beach, California, property that consists of two conjoined 14-story office towers on approximately five acres of land. The building houses the Company’s corporate headquarters and its California health plan subsidiary, Molina Healthcare of California. The Ohio property was acquired in 2012.
About Molina Healthcare, Inc.
Molina Healthcare, Inc., a FORTUNE 500 company, provides quality and cost-effective Medicaid-related solutions to meet the health care needs of low-income families and individuals and to assist state agencies in their administration of the Medicaid program. Our licensed health plans in California, Florida, Michigan, New Mexico, Ohio, Texas, Utah, Washington, and Wisconsin currently serve approximately 1.8 million members, and our subsidiary, Molina Medicaid Solutions, provides business processing and information technology administrative services to Medicaid agencies in Idaho, Louisiana, Maine, New Jersey, and West Virginia, and drug rebate administration services in Florida. More information about Molina Healthcare is available at www.molinahealthcare.com.
About Angelo, Gordon & Co.
Angelo, Gordon & Co. was founded in 1988 and, with its affiliates, has approximately $25 billion under management. Currently, the firm's investment disciplines encompass four principal areas: (i) distressed debt and leveraged loans, (ii) real estate equity and debt and net lease, (iii) private equity and (iv) hedged strategies. Angelo, Gordon & Co. employs over 280 people, approximately half of whom are investment professionals, and is headquartered in New York, with associated offices in Chicago, Los Angeles, Washington, London, Amsterdam, Seoul, Hong Kong, Tokyo and Sydney. More information about Angelo, Gordon & Co. is available at www.angelogordon.com.
-END-