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): November 1, 2015
______________
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:
⃞
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))
Item 7.01. Regulation FD Disclosure.
On November 1, 2015, the Company’s subsidiary Molina Healthcare of
Florida, Inc. closed on its previously announced agreement to assume
Integral Health Plan, Inc.’s Medicaid contract, certain provider
agreements, as well as other assets related to the operation of the
Medicaid business.
On November 2, 2015, the Company announced that it has closed on its
previously announced agreement to acquire all of the membership
interests held by The Providence Service Corporation and Ross Innovative
Employment Corp. in Providence Human Services, LLC and Providence
Community Services, LLC. The full text of the press release is included
as Exhibit 99.1 to this report.
Note: The information furnished herewith pursuant to Item 7.01 of this
current report shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that
section, and shall not be incorporated by reference into any
registration statement or other document filed by the Company under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
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No.
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Description
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|
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99.1
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Press release of Molina Healthcare, Inc., issued November 2, 2015,
regarding the completion of its acquisition of Providence Human
Services, LLC and Providence Community Services, LLC.
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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.
|
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MOLINA HEALTHCARE, INC.
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|
|
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Date:
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November 2, 2015
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By:
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/s/ Jeff D. Barlow
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|
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Jeff D. Barlow
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Chief Legal Officer and Secretary
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EXHIBIT INDEX
Exhibit
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No.
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Description
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|
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99.1
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Press release of Molina Healthcare, Inc., issued November 2, 2015,
regarding the completion of its acquisition of Providence Human
Services, LLC and Providence Community Services, LLC.
|
Exhibit 99.1
Molina
Healthcare Completes Acquisition of Providence Human Services and
Providence Community Services
LONG BEACH, Calif.--(BUSINESS WIRE)--November 2, 2015--Molina
Healthcare, Inc. (NYSE: MOH) announced today that it has completed the
acquisition of Providence Human Services, LLC (PHS) and Providence
Community Services, LLC (PCS), formerly part of The Providence Service
Corporation (NASDAQ: PRSC), expanding Molina’s capabilities in
behavioral and mental health services. The two entities, which will
operate as a wholly owned subsidiary of Molina Healthcare under the
brand name PathwaysSM, represent one of the largest national
providers of accessible, outcome-based behavioral and mental health
services with 6,800 employees and operations in 23 states and the
District of Columbia.
“We are excited to welcome our PHS and PCS colleagues to Molina. The
acquisition expands our ability to more closely integrate our members’
physical and behavioral health benefits and manage care in a more
effective manner, while directly influencing outcomes for the better,”
said J. Mario Molina, M.D., president and chief executive officer of
Molina Healthcare. “Molina and Pathways share a common strategic vision
and philosophy, making them well aligned to focus on delivering quality
health care services to people receiving government assistance.”
PathwaysSM is headquartered in Fredericksburg, Virginia, with
additional offices throughout the country. More information about
PathwaysSM is available at pathwayshealth.com.
About Molina Healthcare, Inc.
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 11 states across the nation and in the Commonwealth of Puerto Rico,
Molina serves approximately 3.5 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. For more information about Molina Healthcare,
please visit our website at molinahealthcare.com.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995: This press release contains “forward-looking
statements” regarding the transaction between The Providence Service
Corporation and Molina Healthcare, Inc. 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 ability of
Providence Human Services and Providence Community Services (together,
the “Acquired Companies”) to maintain relationships with customers and
employees following the closing of this transaction; the integration of
the operations and employees of the Acquired Companies’ businesses into
Molina Healthcare’s business; the retention and renewal of the Acquired
Companies’ business contracts; synergies from the proposed transaction;
and the Acquired Companies’ future financial condition and operating
results. Additional information regarding the risk factors to which
Molina Healthcare is subject is provided in greater detail in its
respective periodic reports and filings with the Securities and Exchange
Commission, including its most recent Annual Report on Form 10-K. These
reports can be accessed under the investor relations tab of the Molina
Healthcare website or on the SEC’s website at sec.gov. Given these risks
and uncertainties, Molina Healthcare can give no assurances that its
forward-looking statements will prove to be accurate, or that any other
results or events projected or contemplated by its forward-looking
statements will in fact occur, and Molina Healthcare cautions investors
not to place undue reliance on these statements. All forward-looking
statements in this release represent Molina Healthcare’s judgment as of
the date hereof, and Molina Healthcare disclaims any obligation to
update any forward-looking statements to conform the statement to actual
results or changes in its expectations that occur after the date of this
release.
CONTACT:
Molina Healthcare, Inc.
Investor Relations
Juan José
Orellana, 562-435-3666
or
Public Relations
Sunny Yu,
562-477-1608
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