Filed pursuant to Rule 253(g)(2)
File No. 024-10799
SUPPLEMENT NO. 2, DATED OCTOBER 4, 2018,
TO THE OFFERING CIRCULAR QUALIFIED ON MAY 29, 2018
Carolina Complete Health Network, Inc.
222 N. Person Street, Suite 010, Raleigh, NC 27601
919-719-4161
Up to 20,000 Shares of
Class P Common Stock
This Supplement No. 2 to the Offering Circular qualified on May 29, 2018 (this “Supplement”) supplements the offering circular of Carolina Complete Health Network, Inc. (“CCHN,” “we,” “us” or “our”), dated April 26, 2018 (as supplemented on September 27, 2018) (the “Offering Circular”), relating to the offer and sale of one, but not more than one, share of our Class P Common Stock, $0.01 par value per share (such class, the “Class P Common Stock” and the shares so offered, the “Provider Shares”), to each person who meets the eligibility criteria described in the Offering Circular, up to an aggregate amount of $15,000,000.
This Supplement should be read in conjunction with, and may not be delivered or utilized without, the Offering Circular. This Supplement is qualified in its entirety by reference to the Offering Circular, except to the extent that the information in this Supplement supersedes the information contained in the Offering Circular. Unless otherwise defined in this Supplement, capitalized terms used herein shall have the same meanings as set forth in the Offering Circular.
This Supplement includes the attached Current Report on Form 1-U filed with the Securities and Exchange Commission on October 4, 2018.
Investment in a Provider Share involves significant risk, and you may be required to hold your investment for an indefinite period of time. You should purchase this security only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page 6 of the Offering Circular.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.
THE PROVIDER SHARES HAVE NOT BEEN QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION. WE MAY QUALIFY THE OFFERING WITH THE NORTH CAROLINA SECURITIES REGULATORY BODY AND THE SECURITIES REGULATORY BODIES OF OTHER STATES AS WE MAY DETERMINE FROM TIME TO TIME.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-U
Date of Report (Date of earliest event reported)October 2, 2018
Carolina Complete Health Network, Inc.
(Exact name of issuer as specified in its charter)
Delaware | 81-4966207 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
222 N. Person Street, Suite 010, Raleigh, NC 27601
(Full mailing address of principal executive offices)
(919) 719-4161
(Issuer’s telephone number, including area code)
Title of each class of securities offered pursuant to Regulation A:Class P Common Stock, $0.01 par value per share
Item 1. | Fundamental Changes |
On October 2, 2018, Carolina Complete Health Network, Inc. (“CCHN”) entered into the First Amendment (the “Amendment”) to Amended and Restated Joint Venture Agreement (the “Joint Venture Agreement”) with the North Carolina Medical Society (the “NCMS”), Centene Corporation (“Centene”) and Centene Health Plan Holdings, Inc., a subsidiary of Centene (“Centene Sub,” and together with the NCMS, CCHN and Centene, the “Joint Venture Parties”).
The primary purpose of the Amendment is to extend the deadline for certain conditions to closing of the proposed joint venture and amend the related termination rights. The Joint Venture Agreement provided that, no later than October 4, 2018 (the date that is 10 business days prior to the submission deadline (the “Submission Deadline”) for responses to North Carolina’s request for proposal for plans to be offered in its reformed Medicaid program), CCHN must have 10,000 investors (the “Investor Threshold Condition”) and its provider network must satisfy North Carolina’s provider participation requirements with respect to network adequacy (the “Network Adequacy Condition”). The Amendment extends the deadline by which the Investor Threshold Condition must be met to June 30, 2019 and the deadline by which the Network Adequacy Condition must be met to the date that is 10 business days prior to the closing of the joint venture. The Amendment also removes Centene’s right to terminate the Joint Venture Agreement if the Network Adequacy Condition is not met by the Submission Deadline and extends the outside date for the joint venture closing from March 31, 2019 to September 30, 2019.
The Amendment also includes an agreement for Centene to provide an option to CCHN to acquire 20% of Centene’s Ambetter exchange product being offered in North Carolina (the “Marketplace Initiative”) on terms and conditions to be determined by the Joint Venture Parties in exchange for CCHN’s and the NCMS’s waiver of any restrictions in the Joint Venture Agreement or other agreements among the Joint Venture Parties that would require the Marketplace Initiative to be owned directly through the joint venture.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 6.1 to this Form 1-U and is incorporated herein by reference.
EXHIBITS
Exhibit No. | Description of Document | |
6.1 | First Amendment to Amended and Restated Joint Venture Agreement, dated October 2, 2018, by and among Centene, Centene Sub, the NCMS and CCHN |
1 |
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 4, 2018 | CAROLINA COMPLETE HEALTH NETWORK, INC. | |
By: | /s/ Jeffrey W. Runge | |
Name: | Jeffrey W. Runge, MD | |
Title: | President and Chief Executive Officer |
2 |