8-KOther EventsExhibits & Filings

CENTENE CORP 8-K Report, Corporate Update (Apr 2, 2018)

Filed April 2, 2018For Securities:CNC

Summary

Centene Corporation (CNC) filed an 8-K on April 2, 2018, primarily to announce the registration for resale of common stock related to two previously completed acquisitions: MHM Services, Inc. and Interpreta Holdings, Inc. This filing indicates that up to 1,717,789 shares of Centene common stock are now eligible for resale in connection with the MHM Services acquisition, and up to 1,727,027 shares are eligible for resale due to the Interpreta Holdings acquisition. These registrations are part of the ongoing integration and potential monetization strategies following these strategic transactions. The company also filed legal opinions from Skadden, Arps, Slate, Meagher & Flom LLP and Bryan Cave Leighton Paisner LLP as exhibits to support a Registration Statement on Form S-3. These legal opinions are crucial for confirming the legality of the shares being registered for resale and demonstrate the company's commitment to transparency and compliance as it manages its capital structure post-acquisition.

Key Highlights

  • 1Registration for resale of up to 1,717,789 shares of Centene common stock in connection with the acquisition of MHM Services, Inc.
  • 2Registration for resale of up to 1,727,027 shares of Centene common stock in connection with the acquisition of Interpreta Holdings, Inc.
  • 3These registrations allow for potential future selling of shares by parties who received them as part of the acquisition consideration.
  • 4Filing of legal opinions from Skadden, Arps, Slate, Meagher & Flom LLP (Exhibit 5.1) and Bryan Cave Leighton Paisner LLP (Exhibit 5.2).
  • 5These legal opinions are added to Centene's existing Registration Statement on Form S-3 (File No. 333-217636).
  • 6The filing signals the completion of necessary regulatory steps following the acquisitions.
  • 7The CFO, Jeffrey A. Schwaneke, signed the report, indicating executive oversight of these corporate actions.

Frequently Asked Questions

The primary purpose of this 8-K filing is to register for resale a significant number of Centene common stock shares that were issued as part of the previously completed acquisitions of MHM Services, Inc. and Interpreta Holdings, Inc.

No, this filing does not involve the issuance of new shares by Centene. Instead, it registers shares that have already been issued (likely to the former owners or stakeholders of MHM Services and Interpreta Holdings) for resale into the public market.

The registration for resale means that the holders of these shares, who likely received them as part of the acquisition transaction, are now permitted to sell them on the open market. This could potentially increase the trading volume of Centene's stock.

The legal opinions from Skadden, Arps, Slate, Meagher & Flom LLP and Bryan Cave Leighton Paisner LLP are included to provide legal assurance regarding the validity and legality of the shares being registered for resale, and to support the existing Registration Statement on Form S-3.