8-KSecurities & ListingOther Events

CENTENE CORP 8-K Report, Unregistered Securities Sale (Jun 5, 2014)

Filed June 5, 2014For Securities:CNC

Summary

Centene Corporation (CNC) announced an agreement on June 5, 2014, to acquire the Bayou Health Shared Savings Program contract from Community Health Solutions of America, Inc. This contract will be assigned to Centene's subsidiary, Louisiana Healthcare Connections, Inc. (LHCC), pending regulatory approval. The acquisition is structured with an initial consideration of approximately $110 million to $140 million, with $70 million paid upfront. This initial payment includes $14 million in cash and $56 million in Centene common stock, with the exact share count to be determined by the market price of the stock near the closing date, expected around June 30, 2014. The remainder of the purchase price will be paid in cash based on membership retention metrics in the first quarter of 2015.

Key Highlights

  • 1Centene (CNC) to acquire Bayou Health Shared Savings Program contract, expanding its Louisiana presence.
  • 2Transaction value estimated between $110 million and $140 million, subject to regulatory approval.
  • 3Initial consideration of $70 million comprises $14 million cash and $56 million in Centene common stock.
  • 4The number of shares issued for the stock portion will be based on the market price shortly before closing.
  • 5Closing is anticipated around June 30, 2014.
  • 6Remaining purchase price contingent on membership retention in Q1 2015.
  • 7Equity securities issued are expected to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933.

Frequently Asked Questions

Centene is acquiring a contract related to the Bayou Health Shared Savings Program in Louisiana, which will be managed by its subsidiary, Louisiana Healthcare Connections, Inc. This expands Centene's government-sponsored health plan business.

The total purchase price is estimated to be between $110 million and $140 million. An initial $70 million will be paid, consisting of $14 million in cash and $56 million in Centene common stock. The remaining amount will be paid in cash based on performance metrics in Q1 2015.

The closing is expected around June 30, 2014. The transaction is contingent upon receiving regulatory approval.

The shares are being issued in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, which applies to transactions not involving a public offering, based on representations from the sellers.