8-KOther EventsExhibits & Filings

CENTENE CORP 8-K Report, Corporate Update (Apr 2, 2013)

Filed April 2, 2013For Securities:CNC

Summary

Centene Corporation (CNC) announced on April 1, 2013, the execution of a sales agreement with Morgan Stanley & Co. LLC. This agreement allows Centene to offer and sell shares of its common stock, up to an aggregate gross sale price of $15,300,000. The primary purpose of these potential stock sales is to fund the escrow account established for Centene's acquisition of AcariaHealth. The sales will be conducted through ordinary broker transactions on the New York Stock Exchange, at prevailing market prices or negotiated terms, as agreed upon by Centene and the sales agent.

Key Highlights

  • 1Centene Corporation (CNC) entered into a sales agreement with Morgan Stanley.
  • 2The company can sell up to $15.3 million worth of common stock.
  • 3The proceeds from these stock sales are intended to fund the escrow account for the AcariaHealth acquisition.
  • 4Sales will be conducted on the New York Stock Exchange via broker transactions.
  • 5The sales can occur at market prices, negotiated prices, or in block transactions.
  • 6This filing also supplements a previous S-3 registration statement with relevant exhibits.
  • 7The AcariaHealth acquisition is a key strategic move for Centene.

Frequently Asked Questions

The sales agreement allows Centene Corporation to sell shares of its common stock to raise capital up to $15.3 million. This capital is specifically earmarked for funding the escrow account related to Centene's acquisition of AcariaHealth.

The shares will be sold through ordinary broker transactions on the New York Stock Exchange. Sales can occur at prevailing market prices, prices related to market prices, or negotiated prices, and may also include block transactions.

The filing indicates the sale of 'shares of the Company's common stock,' which generally implies that existing or newly issued shares may be made available for sale under this agreement, depending on the specifics of the S-3 registration statement and the Sales Agreement itself. The primary goal is to raise funds for the AcariaHealth acquisition.

AcariaHealth is a pharmacy benefit manager (PBM) that Centene was in the process of acquiring. The acquisition of AcariaHealth was part of Centene's strategy to expand its healthcare services and capabilities, particularly in the managed care and pharmacy services sectors.