8-KMaterial AgreementsFinancial EventsOther Events

CENTENE CORP 8-K Report, Material Agreement (Sep 11, 2019)

Filed September 11, 2019For Securities:CNC

Summary

Centene Corporation (CNC) announced on September 11, 2019, a significant amendment and restatement of its credit agreement. This update introduces a new $1.45 billion unsecured delayed-draw term loan facility, supplementing its existing $2.0 billion revolving credit facility. The proceeds from this new term loan are earmarked for redeeming its 5.625% Senior Notes due 2021, totaling approximately $1.4 billion, along with associated fees and general corporate purposes. The company has also issued a notice to redeem these notes in full on October 11, 2019, at a redemption price of 101.4063% of the principal amount plus accrued interest. This strategic move to refinance existing debt demonstrates Centene's proactive approach to managing its capital structure. The establishment of a new credit facility and the redemption of outstanding notes indicate potential optimization of borrowing costs and maturities. Investors should monitor the impact of this new debt on the company's leverage ratios and interest expense, especially given the inclusion of financial covenants in the amended credit agreement, such as a minimum fixed charge coverage ratio and a maximum total debt-to-EBITDA ratio.

Key Highlights

  • 1Centene entered into an amended and restated credit agreement on September 11, 2019.
  • 2A new $1.45 billion unsecured delayed-draw term loan facility has been added.
  • 3The existing $2.0 billion unsecured multi-currency revolving credit facility remains in place.
  • 4Proceeds from the term loan will be used to redeem the 5.625% Senior Notes due 2021, with an aggregate principal amount of $1.4 billion.
  • 5Centene has issued a notice to redeem all outstanding Senior Notes due 2021 on October 11, 2019, at a premium.
  • 6The amended credit agreement includes financial covenants such as minimum fixed charge coverage ratio and maximum total debt-to-EBITDA ratio.
  • 7The new Term Loan Facility matures on September 11, 2022.

Frequently Asked Questions

The primary purpose of the new $1.45 billion term loan facility is to fund the redemption of Centene's outstanding 5.625% Senior Notes due 2021, which have an aggregate principal amount of $1.4 billion. Any remaining proceeds will be used for general corporate purposes.

Centene has issued a notice to redeem all outstanding Senior Notes due 2021 on October 11, 2019. The redemption price will be 101.4063% of the principal amount plus accrued interest.

The amended credit agreement contains financial covenants including a minimum fixed charge coverage ratio and a maximum total debt-to-EBITDA ratio. It also includes customary covenants restricting actions such as mergers, asset sales, debt incurrence, and restricted payments.

The new Term Loan Facility will mature on September 11, 2022.