On January 23, 2020 (the “Settlement Date”),
the Company completed its previously announced (i) offers (the “Exchange Offers”) to exchange any and all outstanding 5.25% Senior Notes due 2025 and 5.375% Senior Notes due 2026 (the “WellCare Notes”) issued by WellCare, for up to $1,950,000,000 aggregate principal amount of new
notes issued by the Company and cash and (ii) related solicitations of consents (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain amendments (the “Amendments”) to each of the indentures (collectively, the “WellCare Indentures”) governing the WellCare Notes. Pursuant to the Exchange Offers and Consent Solicitations, the aggregate principal amounts of the WellCare Notes set forth below were tendered and subsequently accepted.
Such accepted WellCare Notes have been retired and canceled and will not be reissued. Following such cancellation, the aggregate principal amounts of the WellCare Notes set forth below remain outstanding.
On November 14, 2019, upon receipt of the requisite consents to adopt the Amendments with respect to each series of WellCare
Notes, WellCare entered into (i) a Second Supplemental Indenture, dated as of November 14, 2019 (the “2025 Notes Supplemental Indenture”), between WellCare and The Bank
of New York Mellon Trust Company, N.A., a national banking association, as trustee (in such capacity, the “WellCare Trustee”) with respect to the WellCare Notes issued
under the Indenture dated as of March 22, 2017, between WellCare and the Trustee, as supplemented by the First Supplemental Indenture, dated as of March 22, 2017, between WellCare and the WellCare Trustee and (ii) a First Supplemental Indenture,
dated as of November 14, 2019 (the “2026 Notes Supplemental Indenture,” together with the 2025 Notes Supplemental Indenture, the “Supplemental Indentures”), between WellCare and the WellCare Trustee, with respect to the WellCare Notes issued under the Indenture dated as of August 13, 2018, between WellCare and the WellCare
Trustee. The Supplemental Indentures became operative upon the Settlement Date immediately prior to the consummation of the Mergers and amended each of the WellCare Indentures to (i) eliminate the obligation to file with the U.S. Securities and
Exchange Commission or provide to holders of the WellCare Notes of such series or the trustee under such WellCare Indenture annual, quarterly, current or any other reports with respect to WellCare, (ii) eliminate substantially all of the
restrictive covenants in such WellCare Indenture, (iii) eliminate the obligation to offer to repurchase the WellCare Notes of such series with respect to the acquisition by the Company of WellCare, (iv) eliminate certain of the events which may
lead to an “Event of Default” in such WellCare Indentures, and (v) eliminate certain restrictions on WellCare in such WellCare Indentures from consolidating with or merging with or into any other person or selling, assigning, transferring,
conveying, leasing, or otherwise disposing of all or substantially all of its properties or assets to any person.
In connection with the settlement of the Exchange Offers and
Consent Solicitations, the Company entered into an indenture, dated January 23, 2020 (the “2025 Notes Indenture”), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (in such
capacity, the “Centene Trustee”) with respect to the issuance of
$1,145,791,000 aggregate principal amount of 5.25% Senior Notes due April 1, 2025 (the “Centene 5.25% 2025 Notes”) and an indenture, dated January 23, 2020 (the “2026 Notes Indenture,” together
with the 2025 Notes Indenture, the “Centene Notes Indentures”),
by and between the Company and the Centene Trustee with respect to the issuance of $747,218,000 aggregate principal amount of 5.375% Senior Notes due August
15, 2026 (the “Centene 5.375% 2026 Notes,” together with the
Centene 5.25% 2025 Notes, the “Centene Notes”).
At any time prior to April 1, 2020, the
Company may on any one or more occasions redeem all or a part of the Centene 5.25% 2025 Notes at a redemption price equal to 100% of the principal amount of the Centene 5.25% 2025 Notes to be redeemed, plus accrued and unpaid interest,
if any, to, but not including, the redemption date and a “make-whole” premium. In addition, at any time prior to April 1, 2020, the Company may, on any one or more occasions, redeem up to 40.0% of the aggregate principal amount of the Centene
5.25% 2025 Notes at a redemption price equal to 105.250% of the principal amount of the Centene 5.25% 2025 Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, with the net cash proceeds of a
qualifying equity offering by the Company. The Company may redeem on one or more occasions the Centene 5.25% 2025 Notes, in whole or in part, at any time on or after April 1, 2020 at redemption prices of 103.938%, 102.625%, and 101.313% of the
principal amount thereof if the redemption occurs during the 12-month periods beginning on April 1 of the years 2020, 2021 and 2022, respectively, and at a redemption price of 100% of the principal amount thereof on and after April 1, 2023, in
each case plus accrued and unpaid interest, if any, to the redemption date.
At any time prior to August 15, 2021,
the Company may on any one or more occasions redeem all or a part of the Centene 5.375% 2026 Notes at a redemption price equal to 100% of the principal amount of the Centene 5.375% 2026 Notes to be redeemed, plus accrued and unpaid
interest, if any, to, but not including, the redemption date and a “make-whole” premium. In addition, at any time prior to August 15, 2021, the Company may on one or more occasions redeem the Centene 5.375% 2026 Notes, in an aggregate principal
amount not to exceed 40.0% of the aggregate principal amount of the Centene 5.375% 2026 Notes issued prior to the redemption date, at a redemption price equal to 105.375% of the principal amount of the Centene 5.375% 2026 Notes redeemed, plus
accrued and unpaid interest, if any, to, but not including, the redemption date, with an amount equal to the net cash proceeds of a qualifying equity offering by the Company. The Company may redeem on one or more occasions the Centene 5.375% 2026
Notes, in whole or in part, at any time on or after August 15, 2021 at redemption prices of 104.031%, 102.688%, and 101.344% of the principal amount thereof if the redemption occurs during the 12-month periods beginning on August 15 of the years
2021, 2022 and 2023, respectively, and at a redemption price of 100% of the principal amount thereof on and after August 15, 2024, in each case plus accrued and unpaid interest, if any, to, but not including, the redemption date.
If the Company experiences specific kinds of changes of control, it will be required to offer to purchase each series of Centene
Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest.
The Centene Notes will be senior unsecured obligations of the Company and will be equal in right of payment with each other and
with all of the Company’s existing and future senior indebtedness and will be senior in right of payment to any of the Company’s existing and future subordinated debt. The Centene Notes will not be guaranteed by any of the Company’s subsidiaries.
The Centene Notes Indentures provide for customary events of default, including failure to make required payments; failure to
comply with certain agreements or covenants; failure to pay, or acceleration of, certain other material indebtedness; certain events of bankruptcy and insolvency; and failure to pay certain judgments. An event of default under the Centene Notes
Indentures will allow either the Trustee or the holders of at least 25% in principal amount of the then outstanding Centene Notes of the applicable series to accelerate, or in certain cases, will automatically cause the acceleration of, the
amounts due under the applicable series of Centene Notes. The Centene Notes were issued in exchange for the WellCare Notes pursuant to a private exchange offer exempt from, or not subject to, registration under the Securities Act.
The foregoing description of the Centene Notes Indentures and the Centene Notes in this Item
8.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Centene Notes Indentures (including the forms of notes attached thereto). The Centene Notes Indentures are filed as Exhibits 4.1 and 4.2 to
this Current Report on Form 8-K and are incorporated by reference in this Item 8.01.