8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+3

CENTENE CORP 8-K Report, Material Agreement (Mar 24, 2016)

Filed March 24, 2016For Securities:CNC

Summary

Centene Corporation (CNC) announced on March 24, 2016, the successful completion of its acquisition of Health Net, Inc. This strategic move, valued at approximately $5.3 billion in a combination of cash and stock, significantly expands Centene's presence and capabilities in the managed care sector. The transaction was financed through a mix of existing cash, proceeds from senior notes issued earlier in 2016, and a new $1 billion unsecured revolving credit facility. This acquisition positions Centene for enhanced growth and market share. The integration of Health Net is expected to create a larger, more diversified entity with expanded offerings, particularly in government-subsidized health plans. Investors should monitor the integration process and any future synergies or challenges that may arise from this substantial merger.

Key Highlights

  • 1Completion of the acquisition of Health Net, Inc. for approximately $5.3 billion in cash and Centene common stock.
  • 2Financing for the acquisition included cash, proceeds from $2.4 billion in senior notes issued in February 2016, and a new $1 billion revolving credit facility.
  • 3Centene entered into a new $1 billion unsecured multi-currency revolving credit facility with Wells Fargo, maturing March 24, 2021.
  • 4The existing $500 million revolving facility was terminated upon entering the new credit agreement.
  • 5Health Net's outstanding senior notes were assumed by Centene's subsidiary, Merger Sub II, following the merger.
  • 6Vicki B. Escarra was appointed to Centene's Board of Directors and its Audit Committee.
  • 7Audited financial statements for Health Net as of December 31, 2015 and 2014, are included as an exhibit.

Frequently Asked Questions

The acquisition of Health Net is a major strategic move for Centene, significantly expanding its scale, market reach, and product offerings in the health insurance industry, particularly within government-sponsored programs.

The approximately $5.3 billion acquisition was financed through a combination of Centene's available cash, net proceeds from the $1.4 billion 5.625% Senior Notes due 2021 and $1.0 billion 6.125% Senior Notes due 2024 issued in February 2016, and borrowings under a new $1 billion revolving credit facility.

Centene entered into a $1 billion unsecured multi-currency revolving credit facility with Wells Fargo Bank, National Association, which matures on March 24, 2021. It includes sub-limits for letters of credit and swingline loans and can be expanded by an additional $250 million.

Centene's subsidiary, Merger Sub II, assumed Health Net's obligations under its existing Indenture and the outstanding 6.375% Senior Notes due 2017.