UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 10, 2021
CENTENE CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-31826
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42-1406317
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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7700 Forsyth Boulevard.,
St. Louis, Missouri
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63105
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (314) 725-4477
(Former Name or Former Address, if Changed Since Last Report): N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 Par Value
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CNC
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Senior Notes Offering
On February 10, 2021, Centene Corporation (the “Company”) issued a
press release announcing the offering of $2,200,000,000 aggregate principal amount of senior notes due 2031 (the “Notes”) to be issued by the Company (the “Offering”). The
Company intends to use the net proceeds of the Offering, together with cash on hand, to fund the purchase price for the Company’s 4.75% Senior Notes due 2025 (the “4.75% Notes”) accepted for purchase in the Tender Offer and to redeem any 4.75%
Notes that remain outstanding following the Tender Offer pursuant to the Redemption, including all premiums, accrued interest and expenses related to the Tender Offer and the Redemption. Pending the application of any of the net proceeds of the
Offering for the foregoing purposes, net proceeds may be temporarily used for general corporate purposes.
A copy of the press release is attached hereto as
Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Tender Offer
On February 10, 2021, the Company announced that it has commenced a
tender offer (the “Tender Offer”) to purchase for cash, subject to certain conditions, any and all of the $2,200,000,000 outstanding aggregate principal amount of 4.75% Notes. The Tender Offer is being made exclusively pursuant to an offer to
purchase dated February 10, 2021 and related letter of transmittal and notice of guaranteed delivery, which set forth the terms and conditions of the Tender Offer, including a condition pursuant to which the Company will not be required to accept
for purchase any 4.75% Notes that are tendered in the Tender Offer, unless the Offering is consummated.
A copy of the press release, which summarizes the basic terms of the Company’s offer to purchase, is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Redemption
On February 10, 2021, the Company caused to be delivered to the holders
of the 4.75% Notes a notice of conditional redemption to redeem any remaining 4.75% Notes (the “Redemption”) not validly tendered and accepted for purchase pursuant to the Tender Offer, in accordance with the terms of the Indentures (as defined
below) governing the 4.75% Notes, on March 12, 2021 (the “Redemption Date”), subject to the satisfaction or waiver by the Company of the Condition (as defined below).
The 4.75% Notes were issued under the indenture, dated as of November 9, 2016 (the “Original 2025 Indenture”), by and between the Company and the Bank of
New York Mellon Trust Company, N.A, as trustee (the “Trustee”) and the indenture, dated as of December 6, 2019 (the “New 2025 Indenture” and, together with the Original 2025 Indenture, the “Indentures” and each, an “Indenture”) by and between the
Company and the Trustee. The redemption price for the 4.75% Notes will be equal to $1,023.75, per $1,000 aggregate principal amount of the 4.75% Notes, plus accrued and unpaid interest, if any, to the Redemption Date (the “Redemption Price”).
The Company’s obligations to pay the Redemption Price on the Redemption Date are conditioned upon the closing, on or prior to the Redemption Date, of the
Offering in an aggregate principal amount of at least $2.2 billion, which is expected to be February 17, 2021, subject to certain closing conditions (the “Condition”).
Risk Factors
The preliminary prospectus supplement for the Offering includes risk factors. The risk factors disclosures are attached hereto as Exhibit 99.3 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number.
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Description
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Press release, dated February 10, 2021, relating to the senior notes offering
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Press release, dated February 10, 2021, relating to the tender offer
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Risk Factors
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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CENTENE CORPORATION
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Date: February 10, 2021
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By:
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/s/ Jeffrey A. Schwaneke
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Jeffrey A. Schwaneke
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Executive Vice President and Chief Financial Officer
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