8-KOther EventsExhibits & Filings

CENTENE CORP 8-K Report, Corporate Update (Nov 21, 2019)

Filed November 21, 2019For Securities:CNC

Summary

Centene Corporation (CNC) announced on November 21, 2019, the pricing of a significant $7 billion senior notes offering. This offering is comprised of three tranches: $1 billion in additional 4.750% senior notes due 2025, $2.5 billion in new 4.250% senior notes due 2027, and $3.5 billion in new 4.625% senior notes due 2029. This move is primarily to fund the cash consideration for the previously announced acquisition of WellCare Health Plans, Inc. and associated expenses.

Key Highlights

  • 1Centene priced a $7 billion aggregate principal amount of senior notes.
  • 2The offering includes $1 billion of 4.750% senior notes due 2025 at a premium yielding 3.76%.
  • 3The offering includes $2.5 billion of 4.250% senior notes due 2027 at a discount yielding 4.375%.
  • 4The offering includes $3.5 billion of 4.625% senior notes due 2029.
  • 5Proceeds from the 2027 and 2029 notes, and a portion of the 2025 notes, will finance the acquisition of WellCare Health Plans, Inc.
  • 6Remaining proceeds from the Additional 2025 Notes will be used for general corporate purposes, including repaying revolver borrowings.
  • 7The notes were not registered under the Securities Act of 1933 and may not be offered or sold in the US without registration or an exemption.

Frequently Asked Questions

The primary purpose of the offering is to finance the cash consideration for Centene's previously announced acquisition of WellCare Health Plans, Inc., along with related fees and expenses.

The net proceeds from the 2027 and 2029 notes, and a portion of the proceeds from the Additional 2025 notes, will fund the WellCare acquisition. The remainder of the Additional 2025 Notes proceeds are intended for general corporate purposes, such as repaying revolving credit facility borrowings.

The offering includes $1 billion of 4.750% senior notes due 2025, $2.5 billion of 4.250% senior notes due 2027, and $3.5 billion of 4.625% senior notes due 2029.

No, the notes have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.