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 15, 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
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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))
Item 7.01.
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Regulation FD Disclosure.
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On July 15, 2015, the Company announced that its wholly owned subsidiary
Molina Healthcare of Illinois, Inc., has entered into a definitive
agreement to acquire certain assets of the Medicaid business of
Accountable Care, LLC, also known as MyCare Chicago. As a part of the
transaction, Molina Healthcare of Illinois will receive the right to
assume MyCare Chicago’s Medicaid members in Cook County, Illinois, as
well as certain assets related to the operation of the Medicaid
business. Molina Healthcare of Illinois will fund the transaction with
available cash on hand. Subject to regulatory approvals and the
satisfaction of other closing conditions, the closing of the transaction
is expected to occur during the fourth quarter of 2015. 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.
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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|
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99.1
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Joint press release of Molina Healthcare, Inc. and Accountable Care,
LLC, issued July 15, 2015, regarding the definitive agreement to
acquire certain assets of the Medicaid business of Accountable Care,
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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July 16, 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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|
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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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Joint press release of Molina Healthcare, Inc. and Accountable
Care, LLC, issued July 15, 2015, regarding the definitive
agreement to acquire certain assets of the Medicaid business of
Accountable Care, LLC.
|
Exhibit 99.1
Molina
Healthcare to Enter Chicago Market Through the Acquisition of MyCare
Chicago’s Medicaid Assets
LONG BEACH, Calif.--(BUSINESS WIRE)--July 15, 2015--Molina Healthcare,
Inc. (NYSE: MOH) and Accountable Care Chicago, LLC, also known as MyCare
Chicago, jointly announced today that Molina Healthcare of Illinois,
Inc., a wholly owned subsidiary of Molina Healthcare, Inc., has entered
into a definitive agreement to acquire certain assets of the Medicaid
business of MyCare Chicago. As a part of the transaction, Molina
Healthcare of Illinois will receive the right to assume MyCare Chicago’s
Medicaid members in Cook County, Illinois, as well as certain assets
related to the operation of the Medicaid business. Molina Healthcare of
Illinois will fund the transaction with available cash on hand. Subject
to regulatory approvals and the satisfaction of other closing
conditions, the closing of the transaction is expected to occur during
the fourth quarter of 2015.
“This move is an exciting step in coordinating care to help those in
need at sustainable costs,” said Felicia Norwood, Director of the
Department of Healthcare and Family Services, noting that HFS created
and funded the care coordination entities. “We believe that provider
sponsored and managed care organizations can thrive and offer superior
care for our clients.”
MyCare Chicago, currently one of 11 Accountable Care Entities operating
in Illinois, brings together providers across Chicago to offer a full
range of medical services and coordinate care for approximately 61,000
Medicaid enrollees in Cook County, Illinois. MyCare Chicago will
continue to operate its provider network and coordinate care for certain
enrollees through a services agreement with Molina Healthcare of
Illinois.
“We look forward to expanding our services into Cook County and
welcoming additional members to Molina Healthcare upon the closing of
the transaction,” said Cathy Harvey, president of Molina Healthcare of
Illinois. “We are committed to working with MyCare Chicago providers to
coordinate care for our members in a respectful and caring manner
consistent with our shared mission and values. This agreement with
MyCare Chicago builds upon our existing operations within the state to
further reinforce our commitment to the Medicaid program in Illinois.”
“The founders are proud to be co-creators of a cutting edge model to
build and strengthen provider-driven care that manages and assures
access for Chicago’s most vulnerable,” said Mark Newton, chair of the
MyCare Chicago board and president of Swedish Covenant Hospital. “The
agreement between MyCare Chicago and Molina Healthcare of Illinois
provides the resources needed to invest in advanced information systems
and patient centered care coordination systems that improve population
health status and lower costs.”
About Molina Healthcare of Illinois, Inc.
Molina Healthcare of Illinois currently operates Medicaid and Medicare
health plans with total membership of approximately 102,000 as of March
2015. Additionally, Molina Healthcare of Illinois participates in the
Medicare-Medicaid Alignment Initiative (MMAI) in the central part of the
state. MMAI is designed for those eligible for both Medicare and
Medicaid and is a joint effort between the Illinois Department of
Healthcare and Family Services and the federal Centers for Medicare and
Medicaid Services.
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. Molina serves more than 3 million members
through our locally operated health plans in 11 states across the nation
and in the Commonwealth of Puerto Rico. 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.
About MyCare Chicago
Launched in 2014, MyCare Chicago is an, Accountable Care Entity owned
and operated by several local Chicago hospitals, and family health
centers. The company manages the provider network and coordinates care
for 61,000 Medicaid members (as of June 2015) through its contract with
the Illinois Department of Healthcare and Family Services. Owners of
MyCare Chicago include:
-
Hospitals - Ann & Robert H. Lurie Children’s Hospital of
Chicago, Mercy Hospital and Medical Center, Norwegian American
Hospital, Swedish Covenant Hospital
-
Health Centers - Asian Human Services Family Health Center,
Erie Family Health Center, Heartland Health Centers, Near North Health
Service Corporation, PCC Community Wellness Center
More information about MyCare Chicago is available at mycarechicago.org.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995: This press release contains “forward-looking
statements” regarding the proposed transaction between MyCare Chicago
and Molina Healthcare of Illinois, 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 satisfaction
or waiver of closing conditions for the transaction, successfully
transitioning and integrating MyCare Chicago’s members into Molina’s
Illinois health plan, attrition in membership pending the completion of
and following the transition, maintaining provider relations, accurately
estimating incurred but not reported medical costs with respect to this
new population, and the possibility that the transaction will not be
completed on a timely basis or at all. Additional information regarding
the risk factors to which Molina Healthcare is subject is provided in
greater detail in its 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
Molina Healthcare’s 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 our
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 our 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
or
MyCare Chicago
Marketing:
Michelle
Francis Munroe, 858-717-7063
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