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): February 10, 2021
CENTENE CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-31826
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42-1406317
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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7700 Forsyth Boulevard,
St. Louis, Missouri
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63105
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (314) 725-4477
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 Par Value
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CNC
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.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 8.01 Other Events.
On February 10, 2021, Centene Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA
Securities, Inc. and Barclays Capital Inc., as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters $2,200,000,000 aggregate principal amount of its 2.50%
Senior Notes due 2031, for resale by the Underwriters (the “Offering”) pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-238050).
The Underwriting Agreement includes customary representations, warranties, covenants and closing conditions. It also provides for customary
indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The Company intends to use the net proceeds of the Offering, together with cash on hand, to (1) fund the purchase price for the Company’s
4.75% Senior Notes due 2025 (the “2025 Notes”) accepted for purchase by the Company in its concurrent cash tender offer (the “Tender Offer”) for any and all $2,200,000,000 outstanding aggregate principal amount of the 2025 Notes, (2) redeem any remaining 2025 Notes not validly tendered and accepted for purchase
pursuant to the Tender Offer, in accordance with the indentures governing the 2025 Notes, and (3) pay all premiums, accrued interest and expenses related to the foregoing. Pending the application of any of the net proceeds of the offering for the
foregoing purposes, net proceeds may be temporarily used by the Company for general corporate purposes.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The above description of the
material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit.
On February 10, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached
hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number.
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Description
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Underwriting Agreement, dated as of February 10, 2021, among Centene Corporation, BofA Securities, Inc. and Barclays Capital Inc., as
representatives of the several underwriters named therein.
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Press release, dated February 10, 2021.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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CENTENE CORPORATION
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Date: February 11, 2021
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By:
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/s/ Jeffrey A. Schwaneke
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Jeffrey A. Schwaneke
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Executive Vice President and Chief Financial Officer
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