8-KRegulation FDOther EventsExhibits & Filings

CENTENE CORP 8-K Report, Regulation FD Disclosure (Nov 1, 2019)

Filed November 1, 2019For Securities:CNC

Summary

Centene Corporation (CNC) filed an 8-K on November 1, 2019, primarily announcing details related to its pending acquisition of WellCare Health Plans, Inc. The company initiated an exchange offer for WellCare's outstanding senior notes, seeking to exchange them for up to $1.95 billion in new Centene notes and cash. This move is a key step in the financing and integration process for the WellCare acquisition. Additionally, the filing includes unaudited pro forma condensed combined financial statements. These pro forma statements, covering the year ended December 31, 2018, and the nine months ended September 30, 2019, provide investors with an estimated view of the combined financial impact of the WellCare acquisition and its related financing. This information is crucial for understanding the potential future financial profile of the enlarged Centene entity.

Key Highlights

  • 1Centene commenced an exchange offer for WellCare's 5.25% Senior Notes due 2025 and 5.375% Senior Notes due 2026.
  • 2The exchange offer aims to swap up to $1.95 billion in aggregate principal amount of WellCare notes for new Centene notes and cash.
  • 3This exchange offer is a component of the financing strategy for Centene's previously announced acquisition of WellCare Health Plans, Inc.
  • 4The filing incorporates unaudited pro forma condensed combined financial statements as of and for the nine months ended September 30, 2019.
  • 5Pro forma financial information for the year ended December 31, 2018, is also included to reflect the estimated impact of the WellCare acquisition and related financing.
  • 6The pro forma statements illustrate the potential combined financial performance and position post-acquisition.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the commencement of an exchange offer for WellCare Health Plans' senior notes as part of the financing for Centene's acquisition of WellCare, and to provide pro forma financial statements showing the estimated combined financial impact of the acquisition.

Centene is offering to exchange up to $1,950,000,000 (or $1.95 billion) in aggregate principal amount of new notes and cash for the outstanding WellCare senior notes.

The pro forma financial information provides investors with an estimated view of how Centene and WellCare's financials would look if they were combined, including the impact of the acquisition and related financing. This helps investors assess the potential financial scale and performance of the merged company.

No, this filing indicates steps being taken to finance the acquisition, specifically the exchange offer for WellCare's debt. The acquisition itself is described as 'previously announced' and not yet completed.