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.