8-K

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):

April 1, 2015

MAGELLAN HEALTH, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	1-6639	58-1076937
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)

4800 SCOTTSDALE RD, SUITE 4400
SCOTTSDALE, ARIZONA	85251
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (602) 572-6050

N/A

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On April 1, 2015, Magellan Health, Inc., a Delaware corporation (“Magellan”), consummated and closed (the “Closing”) the previously announced acquisition of 4D Management Systems, Inc., a Michigan corporation (“4D”), (such acquisition, the “Acquisition”) pursuant to the Purchase Agreement (the “Agreement”) dated March 17, 2015 by and among Magellan, Magellan Rx Management, Inc., a Delaware corporation and wholly-owned subsidiary of Magellan (“Magellan Rx”), 4D, Denise S. Borsand, Jonathan Borsand, Lisa C. Cohen, Marcy L. Forta, and Remy E. Polter, as holders of the outstanding equity interests in 4D (collectively, the “Sellers”) and Gerald C. Borsand in his capacity as the Seller Representative.  Based in Troy, Michigan, 4D is a full-service pharmacy benefit manager (“PBM”) serving managed care organizations, employers and government-sponsored benefit programs, such as Medicare Part D plans.  As a result of the Acquisition, 4D will operate as a wholly-owned subsidiary of Magellan Rx.

As consideration for the Acquisition, Magellan paid $55 million in cash (the “Base Price”) for all of the outstanding equity interests in 4D, subject to working capital adjustments as provided in the Agreement.  In addition to the Base Price, the Agreement provides for potential contingent payments up to a maximum aggregate amount of $30 million.  The contingent payment provisions provide for (i) cash payments of up to $10 million based on the achievement of certain growth targets in the underlying dual eligible membership served by 4D and (ii) cash payments of up to $20 million for the retention of certain business through 2018.

Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release dated April 1, 2015.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits

(a)  Financial Statements of business acquired:Not applicable.

(b)  Pro forma financial information:Not applicable.

(d)           Exhibits:

Exhibit Number	Description
99.1	Registrant’s press release dated April 1, 2015.

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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.

MAGELLAN HEALTH, INC.
Date: April 1, 2015	By:	/s/ Jonathan N. Rubin
		Name:	Jonathan N. Rubin
		Title:	Executive Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

NEWS RELEASE

Media Contact: Laura Schuntermann, lgschuntermann@magellanhealth.com, (860) 507-1822

Investor Contact: Renie Shapiro Silver, rshapiro@magellanhealth.com, (877) 645-6464

Magellan Health Completes Acquisition of

4D Pharmacy Management Systems, Inc.

Scottsdale, Ariz. — April 1, 2015 — Magellan Health, Inc. (NASDAQ: MGLN) today announced that it has completed its acquisition of 4D Pharmacy Management Systems, Inc. (4D), a privately held, full-service pharmacy benefit manager (PBM), serving managed care organizations (MCOs), employers and government-sponsored benefit programs, such as Medicare Part D plans. The company paid approximately $55 million from existing cash on hand. Additional consideration of up to $30 million is based on future milestones, including up to $10 million for the achievement of certain growth targets in the underlying dual eligible membership served by 4D, and up to $20 million for the retention of certain business through 2018.

“Our acquisition of 4D will bring us opportunities to move into new markets,” said Barry M. Smith, chairman and chief executive officer of Magellan Health. “Acquiring 4D enhances our capabilities and provides the additional scale, relationships and expertise we are seeking as we expand into areas such as Medicare, dual eligibles and healthcare exchanges.”

Headquartered in Troy, Mich., 4D was founded in 1988 and serves approximately 670,000 members. The company expects to produce $400 million in revenue including pre- and post-acquisition periods, for the full year of 2015. Upon closing, Gerald Borsand, chief executive officer of 4D, and Jeff Polter, vice president, Business Development and Account Management of 4D, will become part of Magellan Rx Management’s executive leadership team.

About Magellan Health: Headquartered in Scottsdale, Ariz., Magellan Health, Inc. is a healthcare management company that focuses on fast-growing, complex and high-cost areas of healthcare, with an emphasis on special population management. Magellan delivers innovative solutions to improve quality outcomes and optimize the cost of care for those we serve. Magellan’s customers include health plans, managed care organizations, insurance companies, employers, labor unions, various military and government agencies, third-party administrators, consultants and brokers. For more information, visit MagellanHealth.com.

Cautionary Statement

This release contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Securities Act of 1933, as amended, which involve a number of risks and uncertainties. All statements, other than statements of historical information provided herein, may be deemed to be forward-looking statements including, without limitation, statements regarding the new market

expansion enhancement of full-service pharmacy management capabilities, anticipated 2015 revenues of 4D, the future business and growth of 4D and Magellan’s pharmacy benefits management business generally. These statements are based on management’s analysis, judgment, belief and expectation only as of the date hereof, and are subject to uncertainty and changes in circumstances. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “may,” “should,” “could,” “estimate,” “intend” and other similar expressions are intended to identify forward-looking statements. Actual results could differ materially due to, among other things, the possible election of certain of the company’s customers to manage the health care services of their members directly; changes in rates paid to and/or by the company by customers and/or providers; higher utilization of health care services by the company’s risk members; delays, higher costs or inability to implement new business or other company initiatives; the impact of changes in the contracting model for Medicaid contracts; termination or non-renewal of customer contracts; the impact of new or amended laws or regulations; governmental inquiries; litigation; competition; operational issues; health care reform; and general business conditions. Additional factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, but are not limited to, the risks discussed in the “Risk Factors” section included within the company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on February 26, 2015.

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