8-KOther EventsExhibits & Filings

CENTENE CORP 8-K Report, Corporate Update (Dec 19, 2019)

Filed December 19, 2019For Securities:CNC

Summary

Centene Corporation (CNC) announced an extension of the expiration date for its exchange offers and consent solicitations related to WellCare Health Plans, Inc. notes. The original expiration date of December 18, 2019, has been pushed to January 8, 2020, with potential for further extensions. This move is associated with Centene's acquisition of WellCare. Significantly, Centene has already secured the necessary consents to amend the indentures governing the WellCare notes. These amendments will eliminate most restrictive covenants and certain events of default. However, these changes will only become effective upon the settlement of the exchange offers, indicating a crucial step towards integrating WellCare's debt structure into Centene's post-acquisition financial framework.

Key Highlights

  • 1Extension of WellCare Notes Exchange Offer and Consent Solicitation expiration date to January 8, 2020.
  • 2The Company has received requisite consents for proposed amendments to the indentures governing WellCare Notes.
  • 3Supplemental indentures have been executed to eliminate substantially all restrictive covenants and certain events of default for WellCare Notes.
  • 4The elimination of restrictive covenants and events of default is contingent upon the settlement date of the Exchange Offers.
  • 5The exchange offers involve up to $1,950,000,000 aggregate principal amount of new Centene notes and cash.
  • 6This action is directly related to Centene's ongoing acquisition of WellCare Health Plans, Inc.

Frequently Asked Questions

Centene extended the expiration date to provide noteholders with additional time to consider and tender their notes for exchange. This is a common practice in such transactions, especially when dealing with significant debt issuances and acquisitions, allowing for broader participation and smoother integration.

The executed supplemental indentures eliminate most restrictive covenants and certain events of default associated with the WellCare notes. This will provide Centene with greater financial flexibility post-acquisition by reducing restrictions on its future operations and debt management. However, these changes are not yet effective and depend on the successful settlement of the exchange offers.

The exchange offers are for up to $1,950,000,000 aggregate principal amount of new notes to be issued by Centene and cash.

The amendments will become effective only upon the settlement date of the exchange offers. This means that while the consents have been obtained and supplemental indentures executed, the changes to the covenants and events of default will be implemented only when the exchange is finalized.