moh20250221_8k.htm
false 0001179929 0001179929 2025-02-19 2025-02-19
 
 
 
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): February 19, 2025
 
 
 
MOLINA HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
1-31719
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 Section 13(a) of the Exchange Act.
 ☐
 
 
 
 
 
 
Item 1.01. Entry into a Material Definitive Agreement.
 
On February 19, 2025, Molina Healthcare, Inc. (the “Company”) entered into a Third Amendment to its Credit Agreement (the “Amended Credit Agreement”) among the Company, as the Borrower, the Lenders (as defined therein), and Truist Bank, as Administrative Agent, Issuing Bank and Swingline Lender. The Amended Credit Agreement amends and restates the Company’s prior Credit Agreement dated as of June 8, 2020 (as amended prior to February 19, 2025, the “Prior Credit Agreement”). The terms of the Amended Credit Agreement are substantially similar to the terms of the Prior Credit Agreement, except for the following changes to the Prior Credit Agreement:
 
 
●
A definition of “Delayed Draw Commitment” and a new Section 2.5 were added to reflect the establishment of a Delayed Draw Commitment under the Amended Credit Agreement in an aggregate principal amount of $500,000,000 and Sections 3.2 and 5.9 were revised to reflect that Delayed Draw Term Loans (as defined in the Amended Credit Agreement) may be drawn for general corporate purposes of the Company and its subsidiaries so long as the Company is in pro forma compliance with the financial covenants set forth in Article VI of the Amended Credit Agreement;
 
 
●
The definition of “Applicable Margin” was revised to reflect that the applicable margin for the Delayed Draw Term Loans is 0.125% for base rate loans and 1.125% for SOFR based loans;
 
 
●
The definition of “Availability Period” was revised, and a definition of “Delayed Draw Commitment Termination Date” was added, to reflect that the Delayed Draw Commitment is available on and after the closing date of the Third Amendment until (but excluding) June 19, 2025;
 
 
●
A definition of “Delayed Draw Maturity Date” was added to reflect that the Delayed Draw Term Loans will mature on February 19, 2027; and
 
 
●
A new Section 2.14(e) was added to reflect that a ticking fee of 0.25% per annum will be payable quarterly in arrears on the unused portion of the Delayed Draw Commitment during the Availability Period.
 
 
The foregoing description of the Amended Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Credit Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.
 
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
 
 
Item 9.01.
Financial Statements and Exhibits.
 
 
(d)
Exhibits:
 
Exhibit No.
Description
10.1*
Third Amendment to Credit Agreement, dated as of February 19, 2025, by and among the Company, the Lenders party thereto and Truist Bank, as Administrative Agent, Issuing Bank and Swingline Lender.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
* Certain schedules (or similar attachments) to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant agrees to furnish a copy of any omitted schedule (or similar attachment) to the Securities and Exchange Commission upon request.
 
 
 
 
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:
February 21, 2025
By:
/s/ Jeff D. Barlow
     
Jeff D. Barlow
     
Chief Legal Officer and Secretary