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MGLN > SEC Filings for MGLN > Form 8-K/A on 7-Jul-2014All Recent SEC Filings

Show all filings for MAGELLAN HEALTH INC

Form 8-K/A for MAGELLAN HEALTH INC


7-Jul-2014

Completion of Acquisition or Disposition of Assets, Financial Statements an


Item 2.01. Completion of Acquisition or Disposition of Assets.

On April 30, 2014, Magellan Health, Inc. ("Magellan") filed a Current Report on Form 8-K (the "Original Filing") in connection with the completion on April 30, 2014 of the acquisition of CDMI, LLC ("CDMI"). Pursuant to the Purchase Agreement (the "Purchase Agreement"), dated as of March 31, 2014, as amended by Amendment No. 1 to the Purchase Agreement, dated April 30, 2014, by and among Magellan, CDMI, George N. Petrovas, Susan C. Petrovas and The Susan C. Petrovas Qualified Annuity Trust - 2011, as holders of the outstanding equity interests in CDMI (collectively, the "Sellers") and George N. Petrovas in his capacity as the Seller Representative. As a result of the Acquisition, CDMI will operate as a wholly-owned subsidiary of Magellan Rx Management, Inc.

This Current Report on Form 8-K/A amends the Original Filing to include the financial statements and pro forma information required by Item 9.01 of Form 8-K. Except for the filing of such financial statements and pro forma information, this Form 8-K/A does not modify or update other disclosures in, or exhibits to, the Original Filing.



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

(a) Financial Statements of Business Acquired.

The audited balance sheet of CDMI, LLC as of December 31, 2013, and the related statement of income, statement of changes in members' equity and statement of cash flows for the year ended December, 31, 2013, together with the report thereon of Mayer Hoffman McCann P.C., are attached hereto as Exhibit 99.1.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet as of March 31, 2014 and unaudited pro forma condensed combined statements of comprehensive income for the three months ended March 31, 2014 and the year ended December 31, 2013 are attached hereto as Exhibit 99.2.

(d)                 Exhibits.



Exhibit
Number                                  Description
23.1      Consent of Mayer Hoffman McCann P.C.
99.1      Audited balance sheet of CDMI, LLC as of December 31, 2013, and the
          related statement of income, statement of changes in members' equity
          and statement of cash flows for the year ended December 31, 2013,
          together with the report thereon of Mayer Hoffman McCann P.C.
99.2      Unaudited pro forma condensed combined balance sheet as of March 31,
          2014 and unaudited pro forma condensed combined statements of
          comprehensive income for the three months ended March 31, 2014 and the
          year ended December 31, 2013.


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