Astrana Health Files 8-K for Regulatory Updates

Ticker: ASTH · Form: 8-K · Filed: Nov 8, 2024 · CIK: 1083446

Astrana Health, INC. 8-K Filing Summary
FieldDetail
CompanyAstrana Health, INC. (ASTH)
Form Type8-K
Filed DateNov 8, 2024
Risk Levellow
Pages5
Reading Time6 min
Key Dollar Amounts$745 m, $1,095 million, $100 million
Sentimentneutral

Sentiment: neutral

Topics: 8-K, disclosure, financial-statements

TL;DR

Astrana Health filed a routine 8-K on Nov 8, 2024, for disclosures and exhibits.

AI Summary

Astrana Health, Inc. filed an 8-K on November 8, 2024, to report on Regulation FD disclosures and financial statements. The filing does not contain specific financial figures or material events beyond the standard reporting requirements.

Why It Matters

This filing serves as a standard disclosure for Astrana Health, Inc., providing updates on regulatory matters and financial statements as required by the SEC.

Risk Assessment

Risk Level: low — The filing is a routine 8-K for disclosures and exhibits, indicating no immediate material adverse events.

Key Players & Entities

FAQ

What is the primary purpose of this 8-K filing for Astrana Health, Inc.?

The primary purpose of this 8-K filing is to report on Regulation FD disclosures and to provide financial statements and exhibits.

On what date was this 8-K report filed?

The report was filed on November 8, 2024.

What is Astrana Health, Inc.'s principal executive office address?

Astrana Health, Inc.'s principal executive offices are located at 1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801.

What is Astrana Health, Inc.'s IRS Employer Identification Number?

Astrana Health, Inc.'s IRS Employer Identification Number is 95-4472349.

Has Astrana Health, Inc. operated under any former company names?

Yes, Astrana Health, Inc. previously operated under the names Apollo Medical Holdings, Inc. and SICLONE INDUSTRIES INC.

Filing Stats: 1,495 words · 6 min read · ~5 pages · Grade level 16.1 · Accepted 2024-11-08 08:06:46

Key Financial Figures

Filing Documents

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 8, 2024, Astrana Health, Inc. (the "Company") issued a press release and presentation announcing that it and certain direct and indirect subsidiaries party thereto entered into an Asset and Equity Purchase Agreement (the "Purchase Agreement") with PHP Holdings, LLC, a Delaware limited liability company ("PHPH"), PHS Holdings, LLC, a Delaware limited liability company ("PHS"), Prospect Intermediate Holdings, LLC, a Delaware limited liability company ("PIH" and, together with PHPH and PHS, the "Prospect Equity Sellers"), certain other related entities party thereto (such entities, the "Prospect Asset Sellers" and, together with the Prospect Equity Sellers, the "Sellers") and Prospect Medical Holdings, Inc., a Delaware corporation ("Prospect"), as Seller Representative. Under the terms of the Purchase Agreement, subject to satisfaction of customary conditions, the Company will purchase all of the outstanding equity interests of Prospect Health Services RI, Inc. (d/b/a Prospect ACO Rhode Island), Alta Newport Hospital, LLC (d/b/a Foothill Regional Medical Center) (the "Hospital") and Prospect Health Plan, Inc., and substantially all the assets of certain direct and indirect subsidiaries of PHPH, for an aggregate purchase price of $745 million, subject to customary adjustments, plus the assumption of certain identified liabilities of the Sellers (the "Transaction"). The Company also announced that, to provide additional financial flexibility for the Company, in connection with the execution of the Purchase Agreement, the Company entered into a commitment letter (the "Commitment Letter"), dated as of November 8, 2024, with Truist Bank and JPMorgan Chase Bank, N.A. (together, the "Banks") and the other affiliates of the Banks party thereto, pursuant to which the Banks committed to provide (x) a 364-day senior secured bridge term loan in an aggregate principal amount of up to $1,095 million (the "Bridge Facility") and (y) a

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 Prospect 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 Com

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release issued by the Company on November 8, 2024. 99.2 Presentation issued by the Company on November 8, 2024. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

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: November 8, 2024 By: /s/ Brandon K. Sim Name: Brandon K. Sim Title: Chief Executive Officer and President

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