UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

(Amendment No.1)

 

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 1, 2016

 

MAGELLAN HEALTH, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

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):

 

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

 

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

 

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

 

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

 

 

 

Explanatory Note

 

This Form 8-K/A amends the Current Report on Form 8-K filed by Magellan Health, Inc., a Delaware corporation (“Magellan”) with the Securities and Exchange Commission on July 1, 2016 (the “Original Form 8-K”). This Form 8-K/A is being filed solely to amend the Original Form 8-K to report the disclosed acquisition under Item 8.01 instead of Item 2.01 and to delete the disclosure under Item 9.01 from the Original Form 8-K. The text of the Original Form 8-K as so amended and restated is set forth below.

 

Item 8.01. Other Events.

 

On July 1, 2016, Magellan consummated and closed (the “Closing”) the previously announced acquisition of Armed Forces Services Corporation, a Virginia corporation (“AFSC”) (such acquisition, the “Acquisition”), pursuant to the Share Purchase Agreement (the “Share Purchase Agreement”), dated as of May 15, 2016, by and among Magellan, Magellan Healthcare, Inc., a Delaware corporation and a wholly-owned subsidiary of Magellan (“Magellan Healthcare”), AFSC and the shareholders of AFSC (collectively, the “Sellers”). Headquartered in Arlington, Virginia, AFSC provides management consulting and program delivery to its clients, holds approximately 60 contracts with the federal government, and has 1,800 employees and subcontractors, with operations in all 50 states, three territories and eight countries. As a result of the Acquisition, AFSC will operate as a wholly-owned subsidiary of Magellan Healthcare.

 

As consideration for the Acquisition, Magellan Healthcare paid $117.5 million in cash (the “Base Price”) for all of the outstanding capital stock of AFSC, subject to working capital adjustments as provided in the Share Purchase Agreement. Pursuant to the Share Purchase Agreement, certain Sellers of AFSC purchased a total of $4.0 million in Magellan restricted common stock, which will vest over a two-year period. In addition to the Base Price, the Share Purchase Agreement provides for a cash payment of up to $10.0 million, contingent on the retention of certain core business of AFSC. Of the $117.5 million paid by Magellan Healthcare at the Closing, $5.0 million (the “Escrow Amount”) was deposited into an escrow account to be used to pay amounts, if any, as a result of post-closing adjustments payable to Magellan Healthcare and in connection with the Sellers’ indemnification obligations under the Share Purchase Agreement. To the extent any post-closing adjustments payable to Magellan Healthcare and Magellan’s claims for indemnification do not exceed the Escrow Amount, the holdback will be released to Sellers on the fifteen-month anniversary of the Closing.

 

The foregoing is only a brief description of the Acquisition and the Share Purchase Agreement, does not purport to be complete and is qualified in its entirety by the Share Purchase Agreement, a copy of which will be filed with Magellan’s next quarterly report on Form 10-Q.

 

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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.

 

Date:  July 18, 2016

 

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

 

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