8-KOther EventsExhibits & Filings

CENTENE CORP 8-K Report, Corporate Update (Jan 4, 2022)

Filed January 4, 2022For Securities:CNC

Summary

Centene Corporation (CNC) has filed an 8-K report to disclose the registration of 353,350 shares of its common stock. These shares are intended to be issued to former employees and service providers of Magellan Health Inc. (and its former affiliates) upon the exercise of stock options and settlement of restricted stock units that Centene will assume following its acquisition of Magellan. This registration is being made under Centene's existing Form S-3ASR registration statement. The primary purpose of this filing is to provide a legal opinion from counsel (Skadden, Arps, Slate, Meagher & Flom LLP) regarding the validity of these newly registered shares. Investors should view this as a procedural step to facilitate the integration of Magellan's equity awards into Centene's share structure post-acquisition. The filing itself does not represent new financial performance data but rather addresses the administrative and legal aspects of the Magellan acquisition's impact on share capitalization.

Key Highlights

  • 1Centene is registering 353,350 shares of common stock.
  • 2These shares will be issued to former Magellan Health Inc. employees and service providers.
  • 3The issuance is tied to the assumption and exercise of Magellan's stock options and restricted stock units.
  • 4The registration is made under Centene's existing Form S-3ASR registration statement.
  • 5A key component of the filing is the legal opinion on the validity of the registered shares.
  • 6This action is a direct consequence of Centene's previously announced acquisition of Magellan Health Inc.

Frequently Asked Questions

The main purpose of this 8-K filing is to inform the Securities and Exchange Commission (SEC) and investors that Centene is registering 353,350 shares of its common stock. These shares are earmarked for former employees and service providers of Magellan Health Inc. as part of the integration following Centene's acquisition of Magellan.

The registered shares will be issued to certain former employees and other service providers of Magellan Health Inc. and its former affiliates. This issuance is contingent upon the exercise of specific stock options and the settlement of restricted stock units that were originally granted by Magellan and which Centene will assume as part of the acquisition.

No, this 8-K filing does not report new financial results or performance metrics for Centene. It is an 'Other Events' filing (Item 8.01) primarily focused on the administrative and legal steps related to the Magellan acquisition, specifically the registration and potential issuance of shares tied to assumed equity awards. The financial implications of the acquisition itself would typically be disclosed in other filings like quarterly earnings reports or amended registration statements.

The legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP, included as an exhibit, serves to provide assurance on the legality and validity of the 353,350 shares of common stock being registered. This is a standard procedure to confirm that the shares being issued in connection with the acquisition are properly authorized and compliant with securities regulations.