1-U

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

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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

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EX1U-6 MAT CTRCT

Exhibit 6.1

FIRST AMENDMENT TO AMENDED AND RESTATED

JOINT VENTURE AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED JOINT VENTURE AGREEMENT (this “Amendment”) is made and entered into this 2nd day of October, 2018, by and among CENTENE CORPORATION, a Delaware corporation (“Centene”), CENTENE HEALTH PLAN HOLDINGS, INC., a Delaware corporation (“Centene Sub”), NORTH CAROLINA MEDICAL SOCIETY, a North Carolina non-profit corporation (“NCMS” and together with Centene, the “Founders” and each a “Founder”), and CAROLINA COMPLETE HEALTH NETWORK, INC., a Delaware corporation (“Network Sub” and, together with Centene Sub and the Founders, each a “Party” and collectively, the “Parties”).

WHEREAS, the Parties entered into the Amended and Restated Joint Venture Agreement dated August 25, 2017 (the “Original Agreement”);

WHEREAS, the Parties desire to waive or modify certain provisions of the Original Agreement;

WHEREAS, the Original Agreement may be amended by an instrument in writing signed by each Party.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the Parties set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Original Agreement.

2. Amendments to the Original Agreement.

(a) Section 9.1(c)(iii) of the Original Agreement provides Centene with a right of termination if the Plan Network fails to meet the Provider Participation Requirements by the Submission Deadline. The Submission Deadline has not yet occurred. The Parties hereby amend the Original Agreement to delete Section 9.1(c)(iii).

(b) Section 8.4(d) provides that satisfaction by the Plan Network of the Provider Participation Requirements at least ten (10) Business Days prior to the Submission Deadline is a condition precedent to the Closing. The Parties hereby amend the Original Agreement by deleting Section 8.4(d) in its entirety and replacing it with the following: “on or prior to the date which is ten (10) Business Days prior to the Closing Date, the Plan Network shall have satisfied the Provider Participation Requirements;”.

(c) The Parties desire to extend the deadline for achieving the Investor Threshold to a date later than the Subscription Deadline as provided in the Original Agreement. The Parties hereby amend the Original Agreement by deleting the definition of “Subscription Deadline” in its entirety and replacing it with the following definition: “ “Subscription Deadline” shall mean June 30, 2019”.

(d) Section 9.1(b)(iii) of the Original Agreement establishes an outside date for Closing of March 31, 2019. Due to the extension of the deadline for achieving the Investor Threshold, the Parties hereby amend Section 9.1(b)(iii) to change “March 31, 2019” to read “September 30, 2019”.

(e) The Parties acknowledge that Centene and its Affiliates are offering Centene’s Ambetter exchange product in certain markets within North Carolina (the “Marketplace Initiative”). As part of the Marketplace Initiative, Centene will provide Network Sub with an option to acquire up to twenty percent (20%) of the Marketplace Initiative on terms and conditions to be determined by the Parties. In consideration of the foregoing, Network Sub and NCMS waive any restrictions under the Original Agreement and the other Transaction Documents that would require that the Marketplace Initiative be owned directly by PlanCo instead of by another Affiliate of Centene.

3. Ratification of the Original Agreement. Other than as expressly set forth in this Amendment, the Original Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects.

4. Counterparts. This Amendment may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument. Signatures delivered by facsimile, electronic mail or in portable document format (“pdf”) shall be binding for all purposes hereof.

[signature page follows next]

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IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date first set forth above.

NORTH CAROLINA MEDICAL SOCIETY		CENTENE CORPORATION
By:	/s/ Robert W. Seligson	By:	/s/ Brent D. Layton
	Robert W. Seligson		Brent D. Layton
	Executive Vice President and Chief Executive Officer		Executive Vice President -- Business Development and Chief Business Development Officer
CAROLINA COMPLETE HEALTH NETWORK, INC.		CENTENE HEALTH PLAN HOLDINGS, INC.
By:	/s/ Jeffrey W. Runge	By:	/s/ Brent D. Layton
	Jeffrey W. Runge		Brent D. Layton
	Chief Executive Officer		President

Signature Page to First Amendment to Amended and Restated Joint Venture Agreement