8-KOther EventsExhibits & Filings

CENTENE CORP 8-K Report, Corporate Update (Jan 9, 2020)

Filed January 9, 2020For Securities:CNC

Summary

Centene Corporation (CNC) has announced an extension to its ongoing offers to exchange WellCare Health Plans, Inc. notes for new Centene notes and cash. The expiration date for these exchange offers and related consent solicitations has been moved from January 8, 2020, to January 14, 2020. This extension provides additional time for noteholders to participate in the exchange and for Centene to potentially finalize the restructuring of WellCare's debt obligations following its acquisition.

Key Highlights

  • 1Centene has extended its offer to exchange WellCare Notes for new Centene notes and cash.
  • 2The expiration date for the exchange offers and consent solicitations has been extended to January 14, 2020.
  • 3The purpose of the exchange offers is to redeem existing WellCare debt and issue new Centene debt.
  • 4Consents for proposed amendments to the indentures governing the WellCare Notes were received on November 14, 2019.
  • 5Supplemental indentures have been executed, which will eliminate most restrictive covenants and certain events of default.
  • 6These supplemental indentures will become effective upon the settlement of the exchange offers.

Frequently Asked Questions

The primary purpose is for Centene to exchange WellCare's existing notes for new Centene notes and cash. This is a debt management strategy following Centene's acquisition of WellCare, aiming to simplify its debt structure and potentially reduce borrowing costs by aligning WellCare's debt with Centene's.

The extension of the expiration date to January 14, 2020, likely aims to provide more time for WellCare noteholders to tender their notes and provide their consent to the proposed amendments. This may be to ensure sufficient participation for the exchange to be successful and to allow for any administrative processes to be completed.

The executed supplemental indentures eliminate substantially all restrictive covenants and certain events of default for the WellCare Notes. This means that the future debt will have fewer restrictions on Centene's operations and financial flexibility, which is a significant positive for the company, though it's contingent on the successful settlement of the exchange offers.

Centene is offering up to $1,950,000,000 aggregate principal amount of new notes in exchange for the WellCare Notes.