8-KMaterial AgreementsFinancial EventsExhibits & Filings

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

Filed March 5, 2025For Securities:CNC

Summary

Centene Corporation (CNC) has announced the execution of a new Senior Unsecured Credit Facility, replacing its previous credit agreement. This new facility totals $6 billion, 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

  • 1Centene entered into a new $6 billion Senior Unsecured Credit Facility, effective March 5, 2025.
  • 2The new facility includes a $4 billion revolving credit facility and a $2 billion term loan facility.
  • 3The maturity date for the new credit facility is March 5, 2030.
  • 4Centene terminated its previous credit agreement and repaid all outstanding obligations.
  • 5The credit facility allows for multi-currency borrowings.
  • 6A 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.
  • 7Proceeds from the term loan were used for debt refinancing, transaction costs, and general corporate purposes.

Frequently Asked Questions

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.

The new credit facility matures on March 5, 2030.

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.

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.