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CENTENE CORP 8-K Report, Material Agreement (Mar 5, 2025)

Reports
Material Agreements·Financial Events·Exhibits & Filings
Filing Date
Filed March 5, 2025
Period End
March 5, 2025
Security
CNC
In the record · 2016–202610-K1110-Q328-K217

CNC filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 217 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · Jul ’18Jul ’18
  2. Material agreement8-K · Oct ’20Oct ’20
  3. Leadership change8-K · Nov ’22Nov ’22
  4. Leadership change8-K · Aug ’26Aug ’26

Summary

Summary of the 8-K filed March 5, 2025. Cited figures are marked; the original filing is the authoritative source.

Centene Corporation (CNC) has announced the execution of a new Senior Unsecured Credit Facility, replacing its previous credit agreement.

This new facility totals $6 billiona, comprising a $4 billion revolving credit facility and a $2 billion term loan facility, with a maturity date set for March 5, 2030. The company simultaneously terminated its existing credit agreement and repaid outstanding obligations, indicating a proactive refinancing effort. The new credit agreement provides Centene with significant financial flexibility, allowing for borrowings in multiple currencies and offering voluntary prepayments without penalty.

Key covenants include a debt-to-capital ratio not exceeding 0.60:1.00, with a potential step-up to 0.65:1.00 following a material acquisition. The proceeds from the term loan were used for refinancing existing debt, transaction-related expenses, and general corporate purposes, including working capital. This move is likely aimed at optimizing Centene's capital structure and securing more favorable terms for its long-term financing.

Key Highlights

  1. Centene entered into a new $6 billion Senior Unsecured Credit Facility, effective March 5, 2025.
  2. The new facility includes a $4 billion revolving credit facility and a $2 billion term loan facility.
  3. The maturity date for the new credit facility is March 5, 2030.
  4. Centene terminated its previous credit agreement and repaid all outstanding obligations.
  5. The credit facility allows for multi-currency borrowings.
  6. A key financial covenant requires the debt-to-capital ratio to not exceed 0.60:1.00, with a potential increase to 0.65:1.00 after a material acquisition.
  7. Proceeds from the term loan were used for debt refinancing, transaction costs, and general corporate purposes.

Frequently Asked Questions

  1. What is the total value of the new credit facility and its components?

    The new Senior Unsecured Credit Facility has a total principal amount of $6 billion, consisting of a $4 billion revolving credit facility and a $2 billion term loan facility.

  2. When does the new credit facility mature?

    The new credit facility matures on March 5, 2030.

  3. What were the proceeds from the new term loan used for?

    The proceeds from the term loan were used for refinancing existing indebtedness (including under the previous credit agreement), paying associated fees and expenses, and for working capital and other general corporate purposes.

  4. What is the primary financial covenant Centene must adhere to under the new agreement?

    Centene is subject to a financial covenant requiring its debt-to-capital ratio to not exceed 0.60 to 1.00, tested quarterly. This ratio can be stepped up to 0.65 to 1.00 upon election by Centene following the consummation of a material acquisition during specified periods.