8-KMaterial AgreementsRegulation FDExhibits & Filings

CENTENE CORP 8-K Report, Material Agreement (Mar 27, 2019)

Filed March 27, 2019For Securities:CNC

Summary

Centene Corporation (CNC) has announced a significant development through an 8-K filing on March 27, 2019, detailing the entry into a definitive Agreement and Plan of Merger with WellCare Health Plans, Inc. This transaction, structured as a two-step merger, aims to combine two major players in the managed care industry. The deal involves an all-stock and cash component, where WellCare shareholders will receive 3.38 shares of Centene common stock and $120.00 in cash for each share of WellCare common stock they hold. This strategic acquisition is poised to create a larger, more diversified healthcare company with expanded reach and capabilities. The merger is subject to customary closing conditions, including regulatory approvals, stockholder approvals from both Centene and WellCare, and the effectiveness of a Form S-4 registration statement. The filing also outlines termination clauses and associated termination fees for both parties, as well as details on bridge financing secured by Centene to fund the transaction. The announcement includes information on investor calls and press releases, signaling a proactive approach to informing stakeholders about this transformative event.

Key Highlights

  • 1Centene Corporation entered into a definitive Agreement and Plan of Merger with WellCare Health Plans, Inc. on March 26, 2019.
  • 2The transaction is structured as a two-step merger where WellCare will be acquired by Centene.
  • 3WellCare shareholders will receive 3.38 shares of Centene common stock and $120.00 in cash per share of WellCare common stock.
  • 4The deal is contingent upon various conditions including stockholder approvals from both companies and regulatory clearances.
  • 5Centene has secured an $8.35 billion bridge loan facility from Barclays to finance the transaction.
  • 6The merger agreement includes provisions for termination fees should either party breach the agreement or fail to meet certain conditions.
  • 7The combined entity is expected to enhance Centene's market position and operational scale within the managed care sector.

Frequently Asked Questions

This 8-K filing announces Centene Corporation's entry into a material definitive agreement, specifically an Agreement and Plan of Merger, with WellCare Health Plans, Inc. It provides key details about the terms of the proposed merger, the consideration to be paid to WellCare shareholders, and the conditions required for closing the transaction.

WellCare shareholders will receive a combination of Centene common stock and cash for each share of WellCare they own. Specifically, they will receive 3.38 shares of Centene Corporation's common stock and $120.00 in cash, subject to adjustments.

The merger is subject to several conditions, including the approval of the merger agreement by WellCare's stockholders, the approval of the issuance of Centene's common stock by Centene's stockholders, the listing of Centene's common stock on the NYSE, receipt of necessary U.S. federal antitrust and other regulatory approvals, and the absence of any material adverse effects on either company.

Centene has entered into a bridge financing commitment with Barclays Bank PLC, agreeing to provide a senior unsecured bridge loan facility of up to $8.35 billion to fund the transaction, subject to customary conditions.