ST. LOUIS, Feb. 5, 2020 /PRNewswire/ -- Centene Corporation
(NYSE: CNC) ("Centene" or the "Company") announced today that it
has priced its offering of $2,000,000,000 aggregate principal amount of
3.375% of new senior notes due 2030 (the "Notes").
The Notes priced at 100% of the principal amount thereof, which
will result in aggregate gross proceeds of $2,000,000,000. The offering is expected to close
on or about February 13, 2020,
subject to customary closing conditions.
Centene intends to use the net proceeds from the offering of the
Notes, together with available cash on hand, to complete a
redemption of all of its outstanding 4.75% Senior Notes due 2022
(the "2022 Notes Redemption") and all of its outstanding 6.125%
Senior Notes due 2024 (the "2024 Notes Redemption"), including all
premiums, accrued interest and costs and expenses related to the
2022 Notes Redemption and the 2024 Notes Redemption. Pending the
application of the net proceeds of the offering for the foregoing
purposes, net proceeds may temporarily be used for general
corporate purposes.
The Notes will be senior unsecured obligations of the Company
and will be equal in right of payment with all of the Company's
existing and future senior indebtedness and will be senior in right
of payment to all of the Company's existing and future subordinated
debt. The Notes will not be guaranteed by any of its
subsidiaries.
The Notes will be offered to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and to
non-United States persons outside
the United States in compliance
with Regulation S under the Securities Act. The Notes have not been
registered under the Securities Act and may not be offered or sold
in the United States without
registration or an applicable exemption from the registration
requirements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of the securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration, qualification or exemption under the securities laws
of any such state or other jurisdiction.
About Centene Corporation
Centene Corporation, a Fortune 100 company, is a leading
multi-national healthcare enterprise that is committed to helping
people live healthier lives. The Company takes a local approach –
with local brands and local teams - to provide fully integrated,
high-quality, and cost-effective services to government-sponsored
and commercial healthcare programs, focusing on under-insured and
uninsured individuals. Centene offers affordable and high-quality
products to nearly 1 in 15 Americans across all 50 U.S. states,
including Medicaid and Medicare members (including Medicare
Prescription Drug Plans) as well as individuals and families served
by the Health Insurance Marketplace, the TRICARE program, and
individuals in correctional facilities. The Company also
serves several international markets, and contracts with other
healthcare and commercial organizations to provide a variety of
specialty services focused on treating the whole person. Centene
focuses on long-term growth and the development of its people,
systems and capabilities so that it can better serve its members,
providers, local communities, and government partners.
Cautionary Statement on Forward-Looking Statements
of Centene
All statements, other than statements of current or historical
fact, contained in this communication are forward-looking
statements. Without limiting the foregoing, forward-looking
statements often use words such as "believe," "anticipate," "plan,"
"expect," "estimate," "intend," "seek," "target," "goal," "may,"
"will," "would," "could," "should," "can," "continue" and other
similar words or expressions (and the negative thereof). In
particular, these statements include, without limitation,
statements about the closing date of this offering, Centene's
intended use of proceeds from this offering, including in
connection with the 2022 Notes Redemption and the 2024 Notes
Redemption, future operating or financial performance, market
opportunity, growth strategy, competition, expected activities in
completed and future acquisitions, including statements about the
impact of Centene's recently completed acquisition (the "WellCare
Acquisition") of WellCare Health Plans, Inc. ("WellCare"), other
recent and future acquisitions, investments and the adequacy of
Centene's available cash resources.
These forward-looking statements reflect Centene's current views
with respect to future events and are based on numerous assumptions
and assessments made by Centene in light of Centene's experience
and perception of historical trends, current conditions, business
strategies, operating environments, future developments and other
factors Centene believes appropriate. By their nature,
forward-looking statements involve known and unknown risks and
uncertainties and are subject to change because they relate to
events and depend on circumstances that will occur in the future,
including economic, regulatory, competitive and other factors that
may cause Centene's or its industry's actual results, levels of
activity, performance or achievements to be materially different
from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements. These statements are not guarantees of future
performance and are subject to risks, uncertainties and
assumptions.
All forward-looking statements included in this communication
are based on information available to Centene on the date of this
communication. Except as may be otherwise required by law, Centene
undertakes no obligation to update or revise the forward-looking
statements included in this communication, whether as a result of
new information, future events or otherwise, after the date of this
communication. You should not place undue reliance on any
forward-looking statements, as actual results may differ materially
from projections, estimates, or other forward-looking statements
due to a variety of important factors, variables and events,
including but not limited to: (i) the uncertainty as to the
expected financial performance of the combined company following
completion of the WellCare Acquisition; (ii) the possibility that
the expected synergies and value creation from the WellCare
Acquisition will not be realized, or will not be realized within
the expected time period; (iii) the risk that unexpected costs will
be incurred in connection with the integration of the WellCare
Acquisition or that the integration of WellCare will be more
difficult or time consuming than expected; (iv) unexpected costs,
charges or expenses resulting from the WellCare Acquisition; (v)
the inability to retain key personnel; (vi) disruption from the
completion of the WellCare Acquisition, including potential adverse
reactions or changes to business relationships with customers,
employees, suppliers or regulators, making it more difficult to
maintain business and operational relationships; (vii) the risk
that, following the WellCare Acquisition, the combined company may
not be able to effectively manage its expanded operations; (viii)
Centene's ability to accurately predict and effectively manage
health benefits and other operating expenses and reserves; (ix)
competition; (x) membership and revenue declines or unexpected
trends; (xi) changes in healthcare practices, new technologies, and
advances in medicine; (xii) increased healthcare costs; (xiii)
changes in economic, political or market conditions; (xiv) changes
in federal or state laws or regulations, including changes with
respect to income tax reform or government healthcare programs as
well as changes with respect to the Patient Protection and
Affordable Care Act and the Health Care and Education Affordability
Reconciliation Act, collectively referred to as the Affordable Care
Act (ACA) and any regulations enacted thereunder that may result
from changing political conditions or judicial actions, including
the ultimate outcome in "Texas v. United
States of America" regarding the constitutionality of the
ACA; (xv) rate cuts or other payment reductions or delays by
governmental payors and other risks and uncertainties affecting
Centene's government businesses; (xvi) Centene's ability to
adequately price products on the Health Insurance Marketplaces and
other commercial and Medicare products; (xvii) tax matters; (xviii)
disasters or major epidemics; (xix) the outcome of legal and
regulatory proceedings; (xx) changes in expected contract start
dates; (xxi) provider, state, federal and other contract changes
and timing of regulatory approval of contracts; (xxii) the
expiration, suspension, or termination of Centene's contracts with
federal or state governments (including but not limited to
Medicaid, Medicare, TRICARE or other customers); (xxiii) the
difficulty of predicting the timing or outcome of pending or future
litigation or government investigations; (xxiv) challenges to
Centene's contract awards; (xxv) cyber-attacks or other privacy or
data security incidents; (xxvi) the possibility that the expected
synergies and value creation from acquired businesses, including,
without limitation, the WellCare Acquisition, will not be realized,
or will not be realized within the expected time period; (xxvii)
the exertion of management's time and Centene's resources, and
other expenses incurred and business changes required in connection
with complying with the undertakings in connection with any
regulatory, governmental or third party consents or approvals for
acquisitions; (xxviii) disruption caused by significant completed
and pending acquisitions, including, among others, the WellCare
Acquisition, making it more difficult to maintain business and
operational relationships; (xxix) the risk that unexpected costs
will be incurred in connection with the completion and/or
integration of acquisition transactions; (xxx) changes in expected
closing dates, estimated purchase price and accretion for
acquisitions; (xxxi) the risk that acquired businesses, including
WellCare, will not be integrated successfully; (xxxii) restrictions
and limitations in connection with Centene's indebtedness; (xxxiii)
Centene's ability to maintain or achieve improvement in the Centers
for Medicare and Medicaid Services (CMS) Star ratings and maintain
or achieve improvement in other quality scores in each case that
can impact revenue and future growth; (xxxiv) availability of debt
and equity financing, on terms that are favorable to Centene;
(xxxv) inflation and (xxxvi) foreign currency fluctuations.
This list of important factors is not intended to be exhaustive.
Centene discusses certain of these matters more fully, as well as
certain other factors that may affect Centene's business
operations, financial condition and results of operations, in
Centene's filings with the SEC, including annual reports on Form
10-K, quarterly reports on Form 10-Q and current reports on Form
8-K. Due to these important factors and risks, Centene cannot give
assurances with respect to Centene's future performance, including
without limitation Centene's ability to maintain adequate premium
levels or Centene's ability to control its future medical and
selling, general and administrative costs.
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SOURCE Centene Corporation