Bright Health Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits
$BHG
Medical Specialities
Health Care
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) January 2, 2024
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Item 1.01 Entry into a Material Definitive Agreement.
The information contained in Item 1.02 of this Current Report on Form 8-K is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
As previously reported, on December 27, 2023, Bright Health Group, Inc., a Delaware corporation (the "Company"), JPMorgan Chase Bank, N.A., as Collateral Agent and Administrative Agent (in each such capacity, the “Agent”) and as Issuing Bank under the Credit Agreement (as defined below), the financial institutions party thereto, as lenders (the “Lenders”), and the Guarantors party thereto entered into a letter agreement (the “Letter Agreement”) in relation to that certain Credit Agreement dated as of March 1, 2021 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), by and among the Company, the Agent, the Lenders, and the other agents, arrangers and bookrunners identified therein. Pursuant to the Letter Agreement, in each case subject to the Agent’s receipt of (a) the payment in an amount equal to $274.6 million to give effect to the Termination (as defined below) as of January 2, 2024 (the “Payoff Condition”) and (b) payment to the issuer (the “L/C Issuer”) of letters of credit outstanding under the Credit Agreement (the “Existing Letters of Credit”) cash in an amount equal to $24.1 million, which is equal to 105% of the aggregate face amount of the Existing Letters of Credit (the “Cash Collateral”), which shall be held by the Issuing Bank as collateral for the obligation of the Company to reimburse the Issuing Bank in an amount equal to the amount of any drawing under the Existing Letters of Credit and to pay certain fees in respect of Existing Letters of Credit until the Existing Letters of Credit have terminated or expired (collectively, the “L/C Condition”), (i) the Lenders and the Agent consented to the Transaction (as defined below) (this clause (i), the “Consent”) and (ii) all liabilities, obligations and indebtedness of the Company and its applicable subsidiaries that are guarantors under the Credit Agreement and the other Loan Documents (collectively, the “Credit Documents”), other than customary obligations that survive termination of the Credit Agreement by their express terms and the Company’s obligations in respect of the Existing Letters of Credit, owing by the Company and such subsidiaries under the Credit Documents shall be released, discharged and satisfied in full, all liens securing the obligations under the Credit Agreement (other than in respect of the Cash Collateral) shall be terminated and all guarantees under the Credit Agreement shall be released (this clause (ii), the “Termination”).
On January 2, 2024, both the Payoff Condition and the L/C Condition were satisfied and, as a result, the Consent and the Termination occurred.
Item 2.01 Completion of Acquisition or Disposition of Assets
As previously reported, on June 29, 2023, the Company entered into a Stock Purchase Agreement by and among Molina Healthcare, Inc., a Delaware corporation (“Molina”), Bright Health Company of California, Inc., a California corporation (“BHCC”), Central Health Plan of California, Inc., a California corporation (“CHP”), Universal Care, Inc. d/b/a Brand New Day, a California corporation (“BND”), and the Company, as amended by that certain amendment thereto dated as of December 13, 2023 (as amended, the “SPA”), pursuant to which, among other things, BHCC agreed to sell to Molina all of its shares of capital stock in CHP and BND (together, the “MA Business”) for an aggregate purchase price of $500.0 million in cash, subject to certain purchase price adjustments (such sale, the “Transaction”), and, following the consummation of the Transaction, each of BND and CHP would be a wholly owned subsidiary of Molina. Effective as of January 1, 2024, the Transaction was consummated.
Pursuant to Article 11 of Regulation S-X, the Company expects to file a report to disclose certain unaudited condensed pro forma financial information regarding the divestiture of the MA Business.
The foregoing summary of the SPA and the transactions contemplated thereby does not purport to be complete and is qualified and superseded in its entirety by reference to (i) the SPA filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on June 30, 2023, and (ii) the amendment to the SPA filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the SEC on December 18, 2023, each of which is incorporated herein by reference. The foregoing summary is intended to provide investors and security holders with information regarding the terms of the SPA. It is not intended to provide any other factual information about Molina or the Company or any other parties to the SPA. The representations, warranties and covenants of each party set forth in the SPA were made only for purposes of the SPA as of the specific dates set forth therein, were solely for the benefit of the parties to the SPA, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the SPA instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. The Company’s investors and security holders are not third-party beneficiaries under the SPA and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Molina, the Company, the parties to the SPA or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the SPA, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The SPA should not be read alone, but
should instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference into, this Current Report on Form 8-K (including the SPA), the Form 10-Ks, Form 10-Qs and the other documents that the Company files with the SEC.
Item 7.01 Regulation FD Disclosure.
On January 2, 2024, the Company issued a press release announcing the closing of the Transaction. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8‑K.
The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information of exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | The cover page from the Current Report on Form 8-K formatted in Inline XBRL. | |||||||
SIGNATURES
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.
| BRIGHT HEALTH GROUP, INC. | |||||||||||
| Date: | January 2, 2024 | By: | /s/ Jeff Craig | ||||||||
| Name: | Jeff Craig | ||||||||||
| Title: | General Counsel and Corporate Secretary | ||||||||||