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): October 7, 2020
 

 
CENTENE CORPORATION
(Exact Name of Registrant as Specified in Charter)



Delaware
001-31826
42-1406317
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

7700 Forsyth Blvd.,
St. LouisMissouri
 
63105
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (314725-4477
 
(Former Name or Former Address, if Changed Since Last Report): N/A



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 class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.001 Par Value
 
CNC
 
New 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. ☐
 


Item 1.01.
Entry into a Material Definitive Agreement.
 
On October 7, 2020, Centene Corporation, a Delaware corporation (the “Company”), completed its previously announced underwritten public offering (the “Offering”) of $2,200,000,000 aggregate principal amount of the Company’s 3.00% Senior Notes due 2030 (the “Notes”). The Company intends to use the net proceeds of the Offering, together with cash on hand, to complete a redemption of all of its outstanding 4.75% Senior Notes due 2022 (the “4.75% Notes”), all of its outstanding 5.25% Senior Notes due 2025 (the “5.25% Centene Notes”) and all of WellCare Health Plans Inc.’s outstanding 5.25% Senior Notes due 2025 (the “5.25% WellCare Notes” and, together with the 4.75% Notes and the 5.25% Centene Notes, the “Existing Notes”), including all premiums, accrued interest and costs and expenses related to the redemptions. Pending the application of the net proceeds of the Offering for the foregoing purposes, net proceeds may be temporarily used for general corporate purposes.  The redemption of the Existing Notes is scheduled to occur on October 26, 2020 with respect to the 4.75% Notes and the 5.25% WellCare Notes, and on October 9, 2020 with respect to the 5.25% Centene Notes, pursuant to previously delivered redemption notices, which each became unconditional upon closing of the Offering.
 
The Notes are governed by the terms of the Indenture, dated as of October 7, 2020 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of October 7, 2020 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
 
The Notes will mature on October 15, 2030 and the Company will pay interest on the Notes semi-annually in arrears on April 15 and October 15, beginning on April 15, 2021. The Notes will be the Company’s senior unsecured obligations and rank equally in right of payment with all of the Company’s existing and future senior indebtedness and will be senior in right of payment to any of the Company’s existing and future subordinated indebtedness. The Notes will be effectively junior to all existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. The Notes will not be guaranteed by any of the Company’s subsidiaries.
 
The Company may redeem the Notes at any time or from time to time in whole or in part, prior to July 15, 2030 (three months prior to the maturity date of the Notes) (the “Par Call Date”), at its option at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes being redeemed on that redemption date, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed (exclusive of interest accrued to, but excluding, the date of redemption) that would be due if such Notes matured on the Par Call Date, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the First Supplemental Indenture) plus 50 basis points, plus, in each case, accrued and unpaid interest on the Notes being redeemed, if any, to, but excluding, the date of redemption. The Company may also redeem the Notes at any time or from time to time in whole or in part, on and after the Par Call Date, at its option at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest on the Notes being redeemed, if any, to, but excluding, the date of redemption.
 
Subject to certain limitations, if the Company experiences specific kinds of changes of control, it will be required to make an offer to purchase the Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
 
The Indenture provides for customary events of default, including failure to make required payments; failure to comply with certain agreements or covenants; failure to pay, or acceleration of, certain other material indebtedness; certain events of bankruptcy and insolvency; and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in principal amount of the then outstanding Notes to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the Notes.

The Notes were offered and sold pursuant to the Company’s automatic shelf registration statement on Form S-3ASR (Registration No. 333-238050) under the Securities Act of 1933, as amended, which was filed with the Securities and Exchange Commission (“SEC”) and became effective on May 6, 2020. The Company has filed with the SEC a prospectus supplement, dated September 23, 2020, together with the accompanying prospectus, dated May 6, 2020, relating to the offering and sale of the Notes.
 

The foregoing description of the Base Indenture, the First Supplemental Indenture and the Notes is qualified in its entirety by reference to the full text of each of the Base Indenture, the First Supplemental Indenture and the form of Note due 2030, each of which is incorporated herein by reference and which are attached to this Current Report on Form 8-K as Exhibits 4.1, 4.2 and 4.3 and respectively.
 
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
The information in Item 1.01 above is incorporated herein by reference.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d)
Exhibits.

No.
 
Description
 
Base Indenture, dated as of October 7, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee
 
First Supplemental Indenture, dated as of October 7, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee
 
Form of 3.00% Senior Note due 2030 (included in Exhibit 4.2)
 
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
 
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 

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.

 
CENTENE CORPORATION
   
Date: October 7, 2020
By:
/s/ Jeffrey A. Schwaneke
   
Jeffrey A. Schwaneke
   
Executive Vice President and Chief Financial Officer