8-KOther EventsExhibits & Filings

CENTENE CORP 8-K Report, Corporate Update (Feb 5, 2020)

Filed February 5, 2020For Securities:CNC

Summary

Centene Corporation (CNC) announced on February 5, 2020, the pricing of a significant debt offering, raising $2 billion through new 3.375% senior notes due 2030. This strategic move is primarily aimed at refinancing existing, higher-interest debt. The company plans to use the proceeds to redeem all outstanding 4.75% Senior Notes due 2022 and 6.125% Senior Notes due 2024, including associated premiums, accrued interest, and expenses. This refinancing is expected to lower Centene's overall interest expense and improve its capital structure by extending debt maturity and reducing coupon rates. While the proceeds are earmarked for debt redemption, they may be temporarily used for general corporate purposes before being applied to the redemptions. Investors should note that these new notes were not registered under the Securities Act of 1933 and thus cannot be offered or sold in the U.S. without registration or an applicable exemption.

Key Highlights

  • 1Centene priced a $2 billion offering of 3.375% senior notes due 2030.
  • 2The primary use of proceeds is to redeem outstanding 4.75% Senior Notes due 2022.
  • 3The proceeds will also be used to redeem outstanding 6.125% Senior Notes due 2024.
  • 4This refinancing aims to lower the company's interest expense and extend its debt maturity profile.
  • 5The redemption includes paying premiums, accrued interest, and related expenses.
  • 6Proceeds may be temporarily used for general corporate purposes pending redemptions.
  • 7The new notes are unregistered and subject to securities laws restrictions on sale in the U.S.

Frequently Asked Questions

The main purpose of the $2 billion debt offering is to refinance Centene's existing debt. Specifically, the company intends to use the proceeds to redeem all of its outstanding 4.75% Senior Notes due 2022 and 6.125% Senior Notes due 2024, which carry higher interest rates.

This offering is expected to reduce Centene's overall interest expense due to the lower coupon rate (3.375%) on the new notes compared to the older notes being redeemed. It also extends the maturity of a significant portion of the company's debt.

Yes, the new notes have not been registered under the Securities Act of 1933. Therefore, they cannot be offered or sold in the United States without being registered or qualifying for an applicable exemption from registration requirements.

Pending the application of the net proceeds for the redemption of the senior notes, Centene may temporarily use the proceeds for general corporate purposes.