0001671284false8000 Norman Center Drive Suite 900MinneapolisMinnesota00016712842023-09-142023-09-14


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported) September 14, 2023

Bright Health Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-40537
47-4991296
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
8000 Norman Center Drive Suite 900, Minneapolis, Minnesota
55437
Address of Principal Executive Office(Zip Code)
(612) 238-1321
Registrant's telephone number, including area code

Not Applicable
(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):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareBHGNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01    Entry into a Material Definitive Agreement.

On September 14, 2023, each of Bright Health Group, Inc.'s insurance subsidiaries in Colorado, Florida, Illinois and Texas entered into repayment agreements with the Centers for Medicare & Medicaid Services ("CMS") with respect to the unpaid amount of their risk adjustment obligations for an aggregate amount of $380 million (the "Repayment Agreements"). The amount owing under the Repayment Agreements is due 18 months from September 15, 2023 (the date the first installment payment was made under the Repayment Agreements) and bears interest at a rate of 11.5% per annum. Failure to make payments in accordance with the Repayment Agreements, or entering into liquidation, rehabilitation, or early pre-liquidation, will result in a default under the Repayment Agreements, in which event the full balance of the amount owed under the Repayment Agreements will become immediately due and payable.

The foregoing description of the Repayment Agreements does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Repayment Agreements, copies of which are filed as Exhibit 10.1, 10.2, 10.3, and 10.4 hereto and incorporated herein by reference.

Item 8.01 Other Events.

On September 19, 2023, Bright Health Group, Inc. issued a news release announcing its progress towards the wind-down of its ACA insurance business, which included announcing the entrance into the Repayment Agreements. A copy of the news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.
Exhibit
No.		Description
10.1
10.2
10.3
10.4
99.1
104The cover page from the Current Report on Form 8-K formatted in Inline XBRL.


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.

BRIGHT HEALTH GROUP, INC.
Date:September 19, 2023By:/s/ Jeff Craig
Name:Jeff Craig
Title:General Counsel and Corporate Secretary


Exhibit 10.1

DEPARTMENT OF HEALTH AND HUMAN SERVICES
CENTERS FOR MEDICARE & MEDICAID SERVICES
7500 Security Boulevard, Mail Stop WB-22-75 Baltimore, Maryland 1244-1850


To: Jay Matushak, President, Chief Financial Officer
Jeff Craig, Secretary
Bright Health Insurance Company
Payee ID A1025001 (HIOS ID BHIC-CO-31070)
jcraig@brighthealthgroup.com

Date: September 14, 2023

RE: Bright Health Insurance Company (BHIC-CO) Repayment Plan Approval and Letter of Agreement

Dear Messrs. Matushak and Craig:

On August 21, 2023, BHIC-CO requested a repayment plan to pay the outstanding 2022 benefit year risk adjustment charges on BHIC-CO's August 16, 2023 initial invoices totaling $163,394,891.07. CMS has determined that you meet applicable criteria to enter into an 18-month repayment plan.

For CMS to implement the 18-month payment plan, you must:

1. Sign and submit this letter to provide your written understanding and agreement to the terms of this Letter of Agreement concerning the 18-month repayment plan CMS approved (the “Repayment Plan”) no later than 11:59 p.m. ET on Thursday, September 14, 2023. The signed Letter of Agreement must be sent to CCIIOInvoices@cms.hhs.gov.

2. Pay the first payment of $42,000,000.00, due no later than 11:59 p.m. ET on Friday, September 15, 2023. Payment must be submitted electronically. To submit payment, you must visit www.pay.gov and then select and complete the CMS Health Insurance Marketplace and Premium Stabilization Programs Payment Form.

CMS has attached the installment payment and amortization schedule which reflects the most recent invoice balance, setting forth the 18-month installment payment amounts and due dates. By entering into this Letter of Agreement as shown by your signature below, you agree that the Repayment Plan is incorporated fully into this Letter of Agreement, and that this Letter of Agreement, along with the attached installment and amortization schedule, constitute the entire agreement (“the Agreement”) between CMS and BHIC-CO concerning repayment of the referenced debt under the Repayment Plan, subject to all applicable laws, rules, and regulations.
Payee ID A1025001 (HIOS ID BHIC-CO-31070)                         Page 1 of 3

As outlined in the schedule, CMS will assess interest at the rate provided for under 45 C.F.R. § 30.18. You will be charged an interest rate of 11.5%, which is the interest rate that was established on the initial invoices for 2022 benefit year risk adjustment charges. Each installment payment will be due on the 15th of each month over the course of 18 months, except that any payment due date that falls on a holiday or weekend will be due the next following business day.

If you fail to make the initial payment or submit the signed agreement, the Repayment Plan incorporated into this Letter of Agreement, and Agreement between CMS and BHIC-CO, will not take effect and will instead become null and void, and the unpaid balance of the total debt will become immediately due and payable. Failure to make timely payment in accordance with the Repayment Plan, or entering into liquidation, rehabilitation, or early pre-liquidation, constitute default. In the event of default, CMS will initiate debt collection, and the full balance of the debt will become immediately due and payable.

You are permitted to make early payment, or to pay off the entire debt early, without penalty. Any early payment will be applied to the principal balance, but in that event, the monthly installment payment amounts would not change unless notified by CMS.

If you have any questions concerning the repayment plan, please contact CMS at CCIIOInvoices@cms.hhs.gov.

Sincerely,
/s/ Elizabeth E. Parish -S
Elizabeth Parish
Director, Payment Policy and Financial Management Group (PPFMG)
Center for Consumer Information and Insurance Oversight (CCIIO)
Centers for Medicare & Medicaid Services (CMS)
U.S. Department of Health and Human Services (HHS)


Payee ID A1025001 (HIOS ID BHIC-CO-31070)                        Page 2 of 3


ATTESTATION

I attest that I am legally and financially able to obligate Bright Health Insurance Company, HIOS ID BHIC-CO-31070, and agree to terms of the Agreement as set forth above, including all attachments and all documents incorporated herein.

Jeffery Craig
_________________________________________
First and Last Name

Secretary
_________________________________________
Title

Bright Health Insurance Company
_________________________________________
Company

612-238-1321
_________________________________________
Phone Number

jcraig@brighthealthgroup.com
_________________________________________
Email

8000 Norman Center Drive, Suite 900, Minneapolis, MN 55437
_________________________________________
Address

/s/ Jeff Craig
_________________________________________
Signature (Electronic Signature permitted)

9/14/2023
_________________________________________
Date Signed
cc: Michael Conway
Colorado Insurance Commissioner
Colorado Division of Insurance
1560 Broadway, Suite 850
Denver, CO 80202
    
Payee ID A1025001 (HIOS ID BHIC-CO-31070)                        Page 3 of 3


Exhibit 10.2


DEPARTMENT OF HEALTH AND HUMAN SERVICES
CENTERS FOR MEDICARE & MEDICAID SERVICES
7500 Security Boulevard, Mail Stop WB-22-75 Baltimore, Maryland 1244-1850


To: Jay Matushak, President, Chief Financial Officer
Jeff Craig, Secretary
Bright Health Insurance Company of Florida
Payee ID A1213001 (HIOS ID BHIC-FL-12379)
jcraig@brighthealthgroup.com

Date: September 14, 2023

RE: Bright Health Insurance Company of Florida (BHIC-FL) Repayment Plan Approval and Letter of Agreement

Dear Messrs. Matushak and Craig:

On August 21, 2023, you requested a repayment plan to pay the outstanding 2022 benefit year risk adjustment charges on BHIC-FL's August 16, 2023 initial invoices totaling $549,263,675.63. CMS has determined that you meet applicable criteria to enter into an 18-month repayment plan.

For CMS to implement the 18-month payment plan, you must:

1. Sign and submit this letter to provide your written understanding and agreement to the terms of this Letter of Agreement concerning the 18-month repayment plan CMS approved (the “Repayment Plan”) no later than 11:59 p.m. ET on Thursday, September 14, 2023. The signed Letter of Agreement must be sent to CCIIOInvoices@cms.hhs.gov.

2. Pay the first payment of $350,000,000.00, due no later than 11:59 p.m. ET on Friday, September 15, 2023. Payment must be submitted electronically. To submit payment, you must visit www.pay.gov and then select and complete the CMS Health Insurance Marketplace and Premium Stabilization Programs Payment Form.

CMS has attached the installment payment and amortization schedule which reflects the most recent invoice balance, setting forth the 18-month installment payment amounts and due dates. By entering into this Letter of Agreement as shown by your signature below, you agree that the Repayment Plan is incorporated fully into this Letter of Agreement, and that this Letter of Agreement, along with the attached installment and amortization schedule, constitute the entire agreement (“the Agreement”) between CMS and BHIC-FL concerning repayment of the referenced debt under the Repayment Plan, subject to all applicable laws, rules, and regulations.
Payee ID A1213001 (HIOS ID BHIC-FL-12379)                         Page 1 of 3

As outlined in the schedule, CMS will assess interest at the rate provided for under 45 C.F.R. § 30.18. You will be charged an interest rate of 11.5%, which is the interest rate that was established on the initial invoices for 2022 benefit year risk adjustment charges. Each installment payment will be due on the 15th of each month over the course of 18 months, except that any payment due date that falls on a holiday or weekend will be due the next following business day.

If you fail to make the initial payment or submit the signed agreement, the Repayment Plan incorporated into this Letter of Agreement, and Agreement between CMS and BHIC-FL, will not take effect and will instead become null and void, and the unpaid balance of the total debt will become immediately due and payable. Failure to make timely payment in accordance with the Repayment Plan, or entering into liquidation, rehabilitation, or early pre-liquidation, constitute default. In the event of default, CMS will initiate debt collection, and the full balance of the debt will become immediately due and payable.

You are permitted to make early payment, or to pay off the entire debt early, without penalty. Any early payment will be applied to the principal balance, but in that event, the monthly installment payment amounts would not change unless notified by CMS.

If you have any questions concerning the repayment plan, please contact CMS at CCIIOInvoices@cms.hhs.gov.

Sincerely,
/s/ Elizabeth E. Parish -S
Elizabeth Parish
Director, Payment Policy and Financial Management Group (PPFMG)
Center for Consumer Information and Insurance Oversight (CCIIO)
Centers for Medicare & Medicaid Services (CMS)
U.S. Department of Health and Human Services (HHS)


Payee ID A1213001 (HIOS ID BHIC-FL-12379)                        Page 2 of 3


ATTESTATION

I attest that I am legally and financially able to obligate Bright Health Insurance Company of Florida, HIOS ID BHIC-FL-12379, and agree to terms of the Agreement as set forth above, including all attachments and all documents incorporated herein.

Jeffery Craig
_________________________________________
First and Last Name

Secretary
_________________________________________
Title

Bright Health Insurance Company of Florida
_________________________________________
Company

612-238-1321
_________________________________________
Phone Number

jcraig@brighthealthgroup.com
_________________________________________
Email

8000 Norman Center Drive, Suite 900, Minneapolis, MN 55437
_________________________________________
Address

/s/ Jeff Craig
_________________________________________
Signature (Electronic Signature permitted)

9/14/2023
_________________________________________
Date Signed
cc: Carolyn M. Morgan
Director, Life & Health Financial Oversight
carolyn.morgan@floir.com
    
Payee ID A1213001 (HIOS ID BHIC-FL-12379)                        Page 3 of 3


Exhibit 10.3


DEPARTMENT OF HEALTH AND HUMAN SERVICES
CENTERS FOR MEDICARE & MEDICAID SERVICES
7500 Security Boulevard, Mail Stop WB-22-75 Baltimore, Maryland 1244-1850


To: Jay Matushak, President, Chief Financial Officer
Jeff Craig, Secretary
Bright Health Insurance Company of Illinois
Payee ID A1214001 (HIOS ID BHIC-IL-44522)
jcraig@brighthealthgroup.com

Date: September 14, 2023

RE: Bright Health Insurance Company of Illinois (BHIC-IL) Repayment Plan Approval and Letter of Agreement

Dear Messrs. Matushak and Craig:

On August 21, 2023, BHIC-IL requested a repayment plan to pay the outstanding 2022 benefit year risk adjustment charges on BHIC-IL's August 16, 2023 initial invoices totaling $52,425,523.30. CMS has determined that you meet applicable criteria to enter into an 18-month repayment plan.

For CMS to implement the 18-month payment plan, you must:

1. Sign and submit this letter to provide your written understanding and agreement to the terms of this Letter of Agreement concerning the 18-month repayment plan CMS approved (the “Repayment Plan”) no later than 11:59 p.m. ET on Thursday, September 14, 2023. The signed Letter of Agreement must be sent to CCIIOInvoices@cms.hhs.gov.

2. Pay the first payment of $42,000,000.00, due no later than 11:59 p.m. ET on Friday, September 15, 2023. Payment must be submitted electronically. To submit payment, you must visit www.pay.gov and then select and complete the CMS Health Insurance Marketplace and Premium Stabilization Programs Payment Form.

CMS has attached the installment payment and amortization schedule which reflects the most recent invoice balance, setting forth the 18-month installment payment amounts and due dates. By entering into this Letter of Agreement as shown by your signature below, you agree that the Repayment Plan is incorporated fully into this Letter of Agreement, and that this Letter of Agreement, along with the attached installment and amortization schedule, constitute the entire agreement (“the Agreement”) between CMS and BHIC-IL concerning repayment of the referenced debt under the Repayment Plan, subject to all applicable laws, rules, and regulations.

Payee ID A1214001 (HIOS ID BHIC-IL-44522)                         Page 1 of 3

As outlined in the schedule, CMS will assess interest at the rate provided for under 45 C.F.R. § 30.18. You will be charged an interest rate of 11.5%, which is the interest rate that was established on the initial invoices for 2022 benefit year risk adjustment charges. Each installment payment will be due on the 15th of each month over the course of 18 months, except that any payment due date that falls on a holiday or weekend will be due the next following business day.

If you fail to make the initial payment or submit the signed agreement, the Repayment Plan incorporated into this Letter of Agreement, and Agreement between CMS and BHIC-IL, will not take effect and will instead become null and void, and the unpaid balance of the total debt will become immediately due and payable. Failure to make timely payment in accordance with the Repayment Plan, or entering into liquidation, rehabilitation, or early pre-liquidation, constitute default. In the event of default, CMS will initiate debt collection, and the full balance of the debt will become immediately due and payable.

You are permitted to make early payment, or to pay off the entire debt early, without penalty. Any early payment will be applied to the principal balance, but in that event, the monthly installment payment amounts would not change unless notified by CMS.

If you have any questions concerning the repayment plan, please contact CMS at CCIIOInvoices@cms.hhs.gov.

Sincerely,
/s/ Elizabeth E. Parish -S
Elizabeth Parish
Director, Payment Policy and Financial Management Group (PPFMG)
Center for Consumer Information and Insurance Oversight (CCIIO)
Centers for Medicare & Medicaid Services (CMS)
U.S. Department of Health and Human Services (HHS)


Payee ID A1214001 (HIOS ID BHIC-IL-44522)                        Page 2 of 3


ATTESTATION

I attest that I am legally and financially able to obligate Bright Health Insurance Company of Illinois, HIOS ID BHIC-IL-44522, and agree to terms of the Agreement as set forth above, including all attachments and all documents incorporated herein.

Jeffery Craig
_________________________________________
First and Last Name

Secretary
_________________________________________
Title

Bright Health Insurance Company of Illinois
_________________________________________
Company

612-238-1321
_________________________________________
Phone Number

jcraig@brighthealthgroup.com
_________________________________________
Email

8000 Norman Center Drive, Suite 900, Minneapolis, MN 55437
_________________________________________
Address

/s/ Jeff Craig
_________________________________________
Signature (Electronic Signature permitted)

9/14/2023
_________________________________________
Date Signed
cc: Eric Anderson, MAAA
Chief Health Actuary
Illinois Department of Insurance
320 W. Washington St., 4th Floor
Springfield, IL 62767

    
Payee ID A1214001 (HIOS ID BHIC-IL-44522)                        Page 3 of 3


Exhibit 10.4

DEPARTMENT OF HEALTH AND HUMAN SERVICES
CENTERS FOR MEDICARE & MEDICAID SERVICES
7500 Security Boulevard, Mail Stop WB-22-75 Baltimore, Maryland 1244-1850


To: Jay Matushak, President, Chief Financial Officer
Jeff Craig, Secretary
Bright Health Insurance Company of Texas
Payee ID A1262001 (HIOS ID BHIC-TX-98312)
jcraig@brighthealthgroup.com

Date: September 14, 2023

RE: Bright HealthCare Insurance Company of Texas Repayment Plan Approval and Letter of Agreement

Dear Messrs. Matushak and Craig:

On August 21, 2023, you requested a repayment plan to pay the outstanding 2022 benefit year risk adjustment charges on BHIC-TX's August 16, 2023 initial invoices totaling $719,637,572.59. CMS has determined that you meet applicable criteria to enter into an 18-month repayment plan.

For CMS to implement the 18-month payment plan, you must:

1. Sign and submit this letter to provide your written understanding and agreement to the terms of this Letter of Agreement concerning the 18-month repayment plan CMS approved (the “Repayment Plan”) no later than 11:59 p.m. ET on Thursday, September 14, 2023. The signed Letter of Agreement must be sent to CCIIOInvoices@cms.hhs.gov.

2. Pay the first payment of $630,000,000.00, due no later than 11:59 p.m. ET on Friday, September 15, 2023. Payment must be submitted electronically. To submit payment, you must visit www.pay.gov and then select and complete the CMS Health Insurance Marketplace and Premium Stabilization Programs Payment Form.

CMS has attached the installment payment and amortization schedule which reflects the most recent invoice balance, setting forth the 18-month installment payment amounts and due dates. By entering into this Letter of Agreement as shown by your signature below, you agree that the Repayment Plan is incorporated fully into this Letter of Agreement, and that this Letter of Agreement, along with the attached installment and amortization schedule, constitute the entire agreement (“the Agreement”) between CMS and BHIC-TX concerning repayment of the referenced debt under the Repayment Plan, subject to all applicable laws, rules, and regulations.


Payee ID A1262001 (HIOS ID BHIC-TX-98312)         Page 1 of 3

As outlined in the schedule, CMS will assess interest at the rate provided for under 45 C.F.R. § 30.18. You will be charged an interest rate of 11.5%, which is the interest rate that was established on the initial invoices for 2022 benefit year risk adjustment charges. Each installment payment will be due on the 15th of each month over the course of 18 months, except that any payment due date that falls on a holiday or weekend will be due the next following business day.

If you fail to make the initial payment or submit the signed agreement, the Repayment Plan incorporated into this Letter of Agreement, and Agreement between CMS and BHIC-TX, will not take effect and will instead become null and void, and the unpaid balance of the total debt will become immediately due and payable. Failure to make timely payment in accordance with the Repayment Plan, or entering into liquidation, rehabilitation, or early pre-liquidation, constitute default. In the event of default, CMS will initiate debt collection, and the full balance of the debt will become immediately due and payable.

You are permitted to make early payment, or to pay off the entire debt early, without penalty. Any early payment will be applied to the principal balance, but in that event, the monthly installment payment amounts would not change unless notified by CMS.

If you have any questions concerning the repayment plan, please contact CMS at CCIIOInvoices@cms.hhs.gov.

Sincerely,
/s/ Elizabeth E. Parish -S
Elizabeth Parish
Director, Payment Policy and Financial Management Group (PPFMG)
Center for Consumer Information and Insurance Oversight (CCIIO)
Centers for Medicare & Medicaid Services (CMS)
U.S. Department of Health and Human Services (HHS)


Payee ID A1262001 (HIOS ID BHIC-TX-98312)                         Page 2 of 3


ATTESTATION

I attest that I am legally and financially able to obligate Bright HealthCare Insurance Company of Texas, HIOS ID BHIC-TX-98312, and agree to terms of the Agreement as set forth above, including all attachments and all documents incorporated herein.

Jeffery Craig
_________________________________________
First and Last Name

Secretary
_________________________________________
Title

Bright Health Insurance Company of Texas
_________________________________________
Company

612-238-1321
_________________________________________
Phone Number

jcraig@brighthealthgroup.com
_________________________________________
Email

8000 Norman Center Drive, Suite 900, Minneapolis, MN 55437
_________________________________________
Address

/s/ Jeff Craig
_________________________________________
Signature (Electronic Signature permitted)

9/14/2023
_________________________________________
Date Signed
cc: Jamie Walker
Deputy Commissioner, Financial Regulation Division
Texas Department of Insurance
Jamie.Walker@tdi.texas.gov


    
Payee ID A1262001 (HIOS ID BHIC-TX-98312)                         Page 3 of 3


Exhibit 99.1


Bright Health Group Continues to Make Significant Progress Towards ACA Insurance Business Wind-Down
•Medical claims runout is estimated to be over 98% complete and continues to track with prior forecasts
•Completed payments to fully satisfy risk adjustment obligations in seven states
•Enters into repayment agreements with CMS and four states to fully satisfy all remaining risk adjustment obligations over the next 18 months


MINNEAPOLIS – September 19, 2023 – Bright Health Group, Inc. (“Bright Health” or the “Company”) (NYSE: BHG), the technology enabled, value-driven healthcare company, today announced it continues to make progress on the wind-down of its ACA insurance business.

The Company has made significant progress paying down its medical claims obligations and is on track with prior forecasts. As of the end of August, the Company believes that its claims runout is over 98% complete.

Bright Health’s final risk adjustment obligations across its ACA insurance business markets were consistent with expectations at year-end 2022 and the end of the Second Quarter 2023. As of today, Bright Health has paid $1.5 billion to the Centers for Medicare & Medicaid Services (“CMS”), which represents 80% of its final ACA insurance business risk adjustment obligations.

Bright Health also announced that its insurance subsidiaries in Colorado, Florida, Illinois and Texas have entered into repayment agreements for a principal amount of $380 million with CMS with respect to the unpaid amount of the risk adjustment obligations. The principal amount of the repayment agreements is due in 18 months and bears interest at 11.5%. Exclusive of its obligations under the repayment agreements, Bright Health expects to have approximately $105 million in excess cash surplus in Colorado, Florida, Illinois and Texas, after reserving for expected medical costs and other anticipated wind-down expenses. The Company further expects to recover approximately $115 million in regulatory capital surplus in its other markets, subject to final claims runout and regulatory approval. Together, this results in an estimated net risk adjustment obligation of $160 million, before interest costs, after applying estimated excess cash reserves and regulatory capital surplus against the outstanding principal amount under the repayment agreements. The Company intends to use a portion of the proceeds from the pending sale of its California Medicare Advantage business to pay any remaining amounts due under the repayment agreements.

Today’s update on the ACA insurance business wind-down follows the announcement on August 7th of a $60 million credit facility with New Enterprise Associates and permanent waiver of default on the prior bank credit facility, which are expected to support the capital needs of the Company through the pending close of the California Medicare Advantage business sale.


About Bright Health Group

Bright Health Group is a technology enabled, value-driven healthcare company that organizes and operates networks of affiliate care providers to be successful at managing population risk. We focus on serving aging and underserved consumers that have unmet clinical needs through our Fully Aligned Care Model in Florida, Texas and California, some of the largest markets in healthcare where 26% of the U.S. aging population call home. We believe everyone should have access to personal, affordable, and high-

        
quality healthcare. Our mission is to Make healthcare right. Together. For more information, visit www.brighthealthgroup.com.

Forward-Looking Statements

Statements made in this release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements include any statement or information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These statements often include words such as “anticipate,” “expect,” “plan,” “believe,” “intend,” “project,” “forecast,” “estimates,” “projections,” “outlook,” “ensure,” and other similar expressions. These forward-looking statements include any statements regarding our plans and expectations with respect to Bright Health Group, Inc. Such forward-looking statements are subject to various risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Factors that might materially affect such forward-looking statements include: our ability to continue as a going concern; our ability to comply with the terms of our credit facilities, including financial covenants, both during and after any applicable waiver period, and/or obtain any additional waivers of any terms of our credit facilities to the extent required; our ability to sell our Medicare Advantage business in California on acceptable terms, including our ability to receive the proceeds thereof in a manner that would alleviate our current financial position; the failure to satisfy or obtain a waiver of any closing condition in our agreement to sell our Medicare Advantage business in California to Molina Healthcare, Inc. (the “Molina Purchase Agreement”); our ability to comply with the terms of the Molina Purchase Agreement; whether our new credit facility will satisfy our working capital needs pending the closing of our sale of our Medicare Advantage business in California; our ability to comply with the terms of the risk adjustment repayment agreements; our ability to obtain any additional short or long term debt or equity financing needed to operate our business; our ability to quickly and efficiently wind down our Individual and Family Plan businesses and Medicare Advantage businesses outside of California, including by satisfying liabilities of those businesses when due and payable; potential disruptions to our business due to our corporate restructuring and resulting headcount reduction; our ability to accurately estimate and effectively manage the costs relating to changes in our businesses offerings and models; a delay or inability to withdraw regulated capital from our subsidiaries; a lack of acceptance or slow adoption of our business model; our ability to retain existing consumers and expand consumer enrollment; our and our Care Partner’s abilities to obtain and accurately assess, code, and report risk adjustment factor scores; our ability to contract with care providers and arrange for the provision of quality care; our ability to accurately estimate our medical expenses, effectively manage our costs and claims liabilities or appropriately price our products and charge premiums; our ability to obtain claims information timely and accurately; the impact of the ongoing COVID-19 pandemic on our business and results of operations; the risks associated with our reliance on third-party providers to operate our business; the impact of modifications or changes to the U.S. health insurance markets; our ability to manage the growth of our business; our ability to operate, update or implement our technology platform and other information technology systems; our ability to retain key executives; our ability to successfully pursue acquisitions and integrate acquired businesses; the occurrence of severe weather events, catastrophic health events, natural or man-made disasters, and social and political conditions or civil unrest; our ability to prevent and contain data security incidents and the impact of data security incidents on our members, patients, employees and financial results; our ability to comply with requirements to maintain effective internal controls; our ability to adapt to the new risks associated with our expansion into ACO Reach; and the other factors set forth under the heading “Risk Factors” in the Company’s reports on Form 10-K, Form 10-Q, and Form 8-K (including all amendments to those reports) and our other filings with the SEC. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this release to conform these statements to actual results or changes in our expectations.


        

Investor Contact:
Stephen Hagan
IR@brighthealthgroup.com

Media Contact:
media@brighthealthgroup.com



v3.23.3
Cover Page
Sep. 14, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 14, 2023
Entity Registrant Name Bright Health Group, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40537
Entity Tax Identification Number 47-4991296
Entity Address, Address Line One 8000 Norman Center Drive Suite 900
Entity Address, City or Town Minneapolis
Entity Address, State or Province MN
Entity Address, Postal Zip Code 55437
City Area Code 612
Local Phone Number 238-1321
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol BHG
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001671284
Amendment Flag false
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