Astrana Health Enters Material Definitive Agreement

TL;DR

Astrana Health just signed a big deal, details TBD.

AI Summary

On July 24, 2024, Astrana Health, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company, formerly known as Apollo Medical Holdings, Inc., is incorporated in Delaware and headquartered in Alhambra, California.

Why It Matters

This filing indicates a significant new agreement for Astrana Health, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing reports a material definitive agreement, but the lack of specific details about the agreement introduces uncertainty.

Key Numbers

• 001-37392 — SEC File Number (Identifies the company's filing history with the SEC.)
• 95-4472349 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Astrana Health, Inc. (company) — Registrant
• Apollo Medical Holdings, Inc. (company) — Former Company Name
• July 24, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Alhambra, California (location) — Principal Executive Office Address

FAQ

Key Financial Figures

• $37.5 m — N"), for an aggregate purchase price of $37.5 million, subject to customary adjustments
• $21.5 million — ayments in an aggregate amount of up to $21.5 million. The purchase pursuant to the Purchase

Filing Documents

• tm2420065d1_8k.htm (8-K) — 36KB
• tm2420065d1_ex10-1.htm (EX-10.1) — 657KB
• tm2420065d1_ex99-1.htm (EX-99.1) — 11KB
• tm2420065d1_ex99-1img01.jpg (GRAPHIC) — 3KB
• 0001104659-24-082519.txt ( ) — 1024KB
• ameh-20240724.xsd (EX-101.SCH) — 3KB
• ameh-20240724_lab.xml (EX-101.LAB) — 33KB
• ameh-20240724_pre.xml (EX-101.PRE) — 22KB
• tm2420065d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 24, 2024, Astrana Health, Inc. (the "Company") and ApolloCare Partners of Texas 2, an indirect subsidiary of the Company ("APT"), entered into a Securities Purchase Agreement (the "Purchase Agreement"), dated July 24, 2024, with Universal American Corp. ("UAC"), Heritage Health Systems of Texas, Inc. ("HHSTX"), Heritage Health Systems, Inc. ("HHS" and, together with UAC and HHSTX, the "Sellers"), and solely with respect to Section 6.21, Section 6.22, Section 9.10 and Article XI of the Purchase Agreement, Centene Corporation ("Parent"). Under the terms of the Purchase Agreement, subject to satisfaction of customary conditions, the Company will purchase all of the outstanding membership interest in Collaborative Health Systems, LLC ("CHS"), and APT will purchase all of the outstanding equity interests in Golden Triangle Physician Alliance ("GTPA") and Heritage Physician Networks ("HPN"), for an aggregate purchase price of $37.5 million, subject to customary adjustments, plus earnout payments in an aggregate amount of up to $21.5 million. The purchase pursuant to the Purchase Agreement of CHS, GTPA and HPN by the Company and APT is referred to collectively as the "Transaction." The Purchase Agreement includes customary representations, warranties, covenants, conditions and other agreements. The obligations of the parties to complete the Transaction is subject to the satisfaction, or waiver, of customary closing conditions, including receipt of applicable regulatory approvals. It is currently anticipated that the closing of the Transaction will occur before fiscal year end. The foregoing description of the Purchase Agreement and the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "Report") and is incorporated herein by reference. The

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 25, 2024, the Company issued a press release announcing that it had entered into the Purchase Agreement. A copy of the press release is filed as Exhibit 99.1 to this Report and incorporated herein by reference. The information contained in this Item 7.01 of this Report, including the exhibit referenced herein, is being furnished and 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. Such information shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information will not be deemed an admission as to the materiality of any information contained herein.

Forward-Looking Statements

Forward-Looking Statements This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements include words such as "forecast," "guidance," "projects," "estimates," "anticipates," "believes," "expects," "intends," "may," "plans," "seeks," "should," or "will," or the negative of these words or similar words. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in each such statement. A number of important factors could cause actual results to differ materially from those included within or contemplated by the forward-looking statements, including, but not limited to, risks arising from the diversion of management's attention from the Company's ongoing business operations, an increase in the amount of costs, fees and expenses and other charges related to the Transaction described in this Report, outcome of any litigation that the Company, the Sellers or Parent may become subject to relating to such Transaction, the extent of, and the time necessary to obtain, any regulatory approvals required for completion of the Transaction, risks of disruption to the Company's business as a result of the public announcement of the Transaction, the occurrence of any event, change or other circumstance that could give rise to the termination of the agreements relating to the Transaction, an inability to complete the Transaction in a timely manner or at all, including due to a failure of any condition to the closing of the Transaction to be satisfied or waived by the applicable party, the occurrence of any event, change or other circumstance that could give rise to the termination of any of the agreements to the Transaction, a decline in the market price for the Company's common stock if the Transaction is not completed, risks that the Transaction disrupts current plans and operations of the Compa

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* Securities Purchase Agreement, dated July 24, 2024, by and among Astrana Health, Inc., ApolloCare Partners of Texas 2, Universal American Corp., Heritage Health Systems of Texas, Inc., Heritage Health Systems, Inc., and solely with respect to certain sections of the Purchase Agreement, Centene Corporation. 99.1 Press Release issued by the Company on July 25, 2024. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). * Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

SIGNATURES

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. ASTRANA HEALTH, INC. Date: July 25, 2024 By: /s/ Brandon K. Sim Name: Brandon K. Sim Title: Chief Executive Officer and President

View Full Filing

View this 8-K filing on SEC EDGAR