8-KMaterial AgreementsFinancial EventsExhibits & Filings

CENTENE CORP 8-K Report, Material Agreement (Mar 23, 2007)

Filed March 23, 2007For Securities:CNC

Summary

Centene Corporation (CNC) announced on March 23, 2007, the issuance of $175 million in aggregate principal amount of 7.25% Senior Notes due 2014. This debt offering, conducted through private placement, primarily aimed to refinance approximately $150 million of existing indebtedness under the company's revolving credit facility, with the remaining proceeds allocated for general corporate purposes. The issuance of these unsecured senior notes represents a significant move to optimize the company's capital structure and manage its debt obligations. Investors should note the maturity date of April 1, 2014, and the semi-annual interest payment schedule. The notes are subject to various redemption provisions, including potential call options by Centene and mandatory purchase obligations under specific change of control or asset sale scenarios. The company has also entered into a Registration Rights Agreement, obligating it to file a registration statement for an exchange offer or a shelf registration statement for resales of these notes, with potential penalties (additional interest) if these filings are delayed or not completed as required.

Key Highlights

  • 1Centene Corporation issued $175 million of 7.25% Senior Notes due 2014 on March 22, 2007.
  • 2The notes were issued through private placement and are unsecured senior obligations.
  • 3Proceeds were used to refinance approximately $150 million of existing debt under the company's revolving credit facility.
  • 4Remaining proceeds are designated for general corporate purposes.
  • 5The notes mature on April 1, 2014, with interest payable semi-annually.
  • 6The indenture includes covenants that restrict the company's ability to incur additional debt, pay dividends, and engage in certain other corporate actions.
  • 7A Registration Rights Agreement mandates Centene to register the notes for resale or offer an exchange, with potential for additional interest payments if deadlines are missed.

Frequently Asked Questions

The primary purpose of issuing the $175 million in Senior Notes was to refinance approximately $150 million of Centene Corporation's existing indebtedness that was outstanding under its revolving credit facility. The remaining proceeds are intended for general corporate purposes.

These Senior Notes are unsecured senior obligations of Centene Corporation, meaning they rank equally with the company's existing and future unsecured senior indebtedness but are effectively subordinated to any secured indebtedness.

Centene Corporation has several options to redeem the notes. Prior to April 1, 2011, redemption can occur at a price based on a 'greater of' calculation involving 100% of principal or present value of future payments, plus accrued interest. On or after April 1, 2011, specific redemption prices apply (e.g., 103.625% in 2011, 101.813% in 2012), and at par (100%) from April 1, 2013 onwards, in each case plus accrued interest. Additionally, up to 35% of the notes can be redeemed before April 1, 2010, using proceeds from certain equity offerings at a premium.

In the event of specific types of changes of control, Centene Corporation is required to offer to purchase the Notes at 101% of their principal amount, plus accrued interest. If the company sells certain assets and does not reinvest the proceeds, or repays senior debt per the indenture, it must offer to repurchase the Notes at 100% of their principal amount, plus accrued interest.