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


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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.
o


EXPLANATORY NOTE

This Current Report on Form 8-K/A is being filed as an amendment (“Amendment No. 1”) to the Current Report on Form 8-K filed by Bright Health Group, Inc. (the “Company”) with the Securities and Exchange Commission on September 19, 2023 (the “Original 8-K”).

This Amendment No. 1 is being filed solely for the purpose of correcting a clerical error in exhibit 10.1 to the Original 8-K, “Bright Health Insurance Company Repayment Plan Approval and Letter of Agreement, dated September 14, 2023, by and between the Centers for Medicare and Medicaid Services and Bright Health Insurance Company” with the correct version of thereof. The sole correction is to replace "$42,000,000.00" with "$82,500,00.00" on the first page thereof.

No other changes have been made to the Original 8-K.


Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.


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 $82,500,000.00, 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


v3.23.3
Cover Page
Sep. 14, 2023
Cover [Abstract]  
Document Type 8-K/A
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
Bright Health (NYSE:BHG)
Historical Stock Chart
Von Apr 2024 bis Mai 2024 Click Here for more Bright Health Charts.
Bright Health (NYSE:BHG)
Historical Stock Chart
Von Mai 2023 bis Mai 2024 Click Here for more Bright Health Charts.