UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
Certain affiliates of Centene Corporation (the “Centene Affiliates” and, together, “Centene”) are parties to the following agreements (collectively, the “Babylon Contracts”) with Babylon Healthcare, Inc. and/or its affiliates (the “Babylon Contracting Parties”), each of which is a subsidiary of Babylon Holdings Limited (“Babylon” or the “Company”):
BABYLON AGREEMENTS
All as may have been amended:
| Name of Agreement | Centene Affiliate Parties | Effective Date |
| Babylon Capitation Agreement | Home State Health Plan, Inc. | 10/01/20 |
| Participation Provider Agreement | Home State Health Plan, Inc., California Health & Wellness Plan, Health Net of California, Inc., and Health Net Community Solutions, Inc., Iowa Total Care, SilverSummit HealthPlan, Inc., Oklahoma Complete Health, Inc., WellCare of Oklahoma, Inc., WellCare Health Insurance Co. of Oklahoma, Inc. and Centene Venture Company Indiana, Coordinated Care Corporation, d/b/a Managed Health Services. | 04/01/20 |
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Participating Provider Agreement (Babylon Healthcare of TX, LLC) |
Celtic Ins. Co., on behalf of itself and any of its Affiliates that choose to participate | 01/01/23 |
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Participating Provider Agreement (Babylon Healthcare, PLLC) |
Celtic Ins. Co., on behalf of itself and any of its Affiliates that choose to participate | 01/01/23 |
| Value-Based Program Participating Provider Agreement | Home State Health Plan, Inc. | 01/01/22 |
| Participating Provider Agreement | Nebraska Total Care, Inc. | 01/01/23 |
| Value-Based Program Participating Provider Agreement | Magnolia Health Plan, Inc. | 10/01/21 |
| Participating Provider Agreement | Buckeye Community Health Plan, Inc. | 01/01/23 |
| Value-Based Program Participating Provider Agreement | Iowa Total Care, Inc. | 01/01/22 |
| Value-Based Program Participating Provider Agreement | Granite State Health Plan, Inc. | 01/01/23 |
| Participating Provider Agreement | Peach State Health Plan, Inc. | 10/01/21 |
| Fidelis Care Standard Health Services Agreement 20 | New York Quality Healthcare Corporation d/b/a Fidelis Care |
01/01/20
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| Value-Based Program Participating Provider Agreement | Peach State Health Plan, Inc. | 10/1/21 |
On August 4, 2023, Centene, on behalf of the Centene Affiliates, delivered written notice (the "Non-Renewal Notice") to the Babylon Contracting Parties that the Centene Affiliates do not intend to renew the Babylon Contracts or any other agreements between Centene and the Babylon Contracting Parties (collectively, the "Centene Agreements"), and that Centene reserved their rights to terminate the respective Centene Agreements to which they are parties.
On August 7, 2023, the Company announced that the transaction proposed by AlbaCore Capital LLP (“AlbaCore”) and MindMaze Group SA (“MindMaze”) for a business combination of the Company’s core operating subsidiaries with MindMaze, previously announced on June 23, 2023 (the “Previously Proposed Transaction”), will not proceed, and that the Company was exiting its core US business.
Following this disclosure, on August 8, 2023, the Babylon Contracting Parties received formal written notification (the "Termination Notice") from Centene of immediate termination for all Babylon Contracts, but excluding the following three agreements with Babylon's IPA Business (as amended from time to time): (a) the California Plan-to-Plan Agreement between Meritage Health Plan and Health Net of California, Inc., with an original effective date June 1, 2021; (b) the Provider Participation Agreement between Meritage Medical Network (f/k/a Marin IPA) and Health Net of California, Inc., with an original effective date of January 1, 2011; and (c) the Provider Participation Agreement between Meritage Medical Network (f/k/a First Choice Medical Group) and Health Net of California, Inc., with an original effective date of November 1, 2014.
The Centene Agreements, collectively, are material to the Company and relate to the provision of healthcare services to Centene's patients and members, representing 48.1% of the Company's revenue in the year ended December 31, 2022. Babylon has not identified any material early termination penalties as a result of the receipt of the Non-Renewal Notice or Termination Notice. In addition to the Centene Agreements, Centene has a material relationship with Babylon as a Babylon Class A ordinary shareholder.
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: August 11, 2023
| Babylon Holdings Limited | ||
| By: | /s/ David Humphreys | |
| Name: | David Humphreys | |
| Title: | Chief Financial Officer | |