Current Report Filing (8-k)
July 11 2018 - 4:31PM
Edgar (US Regulatory)
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 11, 2018 (July 11, 2018)
______________
MOLINA
HEALTHCARE, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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1-31719
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13-4204626
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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______________
200 Oceangate, Suite 100, Long Beach, California 90802
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(Address of principal executive offices)
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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))
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
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⃞
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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.
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⃞
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Item 8.01. Other Events.
On July 11, 2018, Molina Healthcare, Inc. (the “Company”) notified the
holders of the Company’s 1.625% Convertible Senior Notes due 2044
(“Notes”) that the Company will redeem all of the outstanding Notes on
August 20, 2018 pursuant to Article 16 of the Indenture, dated as of
September 5, 2014, as amended by the First Supplemental Indenture, dated
as of September 16, 2014 (as amended, the “Indenture”), between the
Company and U.S. Bank National Association, as trustee (the
“Trustee”). Holders of the Notes have until 5:00 p.m., New York City
time, on August 17, 2018 to convert their Notes into cash in accordance
with the Indenture.
All questions relating to the mechanics of the redemption or conversion
of the Notes should be directed to the Company, attention Investor
Relations, telephone number (562) 435-3666.
This announcement is only a summary of certain provisions of the
Indenture. A complete explanation of the conversion rights of holders
of the Notes, as well as the procedures required to convert the Notes,
is set forth in the Indenture. All holders are urged to review the
conversion provisions contained in the Indenture in their entirety.
On July 11, 2018, the Company issued a press release regarding the
redemption of the Notes. A copy of the press release is attached hereto
as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
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No.
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Description
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99.1
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Press release dated July 11, 2018.
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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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Date:
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July 11, 2018
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By:
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/s/ Jeff D. Barlow
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Jeff D. Barlow
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Chief Legal Officer and Secretary
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