UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on June 29, 2023, Bright Health Group, Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “SPA”) 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, pursuant to which, among other things, BHCC agreed to sell to Molina all of its shares of capital stock in CHP and BND (collectively, the “Shares”).
On December 13, 2023, the Company, Molina, BHCC, CHP and BND entered into an amendment to the SPA (the “Amendment”), pursuant to which, the parties agreed, among other things, (1) that the aggregate purchase price for the Shares would be changed to $500 million in cash, subject to certain purchase price adjustments; (2) to eliminate and waive certain conditions precedent to closing; and (3) to modify the Adjustment Escrow (as defined in the SPA) and increase it to an aggregate amount of $100 million (the “Adjustment and Consolidation Escrow”), and condition its release to the Company upon either (i) a successful consolidation of BND into CHP or (ii) receipt by BND of a Part D Summary Rating for its Part D operations for contract year 2025 of at least 3 Stars from the Centers for Medicare and Medicaid Services, subject to certain purchase price adjustments, as described in the Amendment. The Company has received all regulatory approvals required to complete the transaction and anticipates that the transaction will close on or about January 1, 2024.
Other than as expressly modified by the Amendment, the SPA, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on June 30, 2023, remains in full force and effect. The foregoing summary of the Amendment does not purport to be complete and is qualified and superseded in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| No. | Description | |
| 10.1 | Amendment to Stock Purchase Agreement, dated as of December 13, 2023, among Bright Health Company of California, Inc., Universal Care, Inc., Central Health Plan of California, Inc., Bright Health Group, Inc. and Molina Healthcare, Inc. | |
| 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: | December 18, 2023 | By: | /s/ Jeff Craig |
Name: Title: |
Jeff Craig General Counsel and Corporate Secretary | ||