ST. LOUIS, June 24, 2021 /PRNewswire/ -- Centene
Corporation (NYSE: CNC) ("Centene" or the "Company") announced
today that it has priced its previously announced underwritten
public offering of $1,800,000,000 aggregate principal amount of
2.450% senior notes due 2028 (the "Notes"). The offering is
expected to close on or about July 1,
2021, subject to customary closing conditions.
Centene intends to use the net proceeds from the offering of the
Notes to finance a portion of the cash consideration payable in
connection with Centene's previously announced acquisition of
Magellan Health Inc. ("Magellan Health" and such proposed
acquisition, the "Magellan Acquisition") and to pay related fees
and expenses. The closing of the offering is not conditioned on the
closing of the Magellan Acquisition. If the Magellan Acquisition is
not completed, Centene expects to use the net proceeds of the
offering for debt repayment and 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 the Company's
subsidiaries.
J.P. Morgan, Barclays, BofA Securities, Truist Securities and
Wells Fargo Securities are acting as joint book-running managers
for the offering of the Notes.
This offering is being made pursuant to an effective shelf
registration statement and prospectus and a related preliminary
prospectus supplement filed by the Company with the Securities and
Exchange Commission (the "SEC"). Before you invest, you should
read the prospectus and the related preliminary prospectus
supplement, the registration statement and other documents that
Centene has filed with the SEC for more complete information
about Centene and this offering.
Copies of the prospectus supplement and related prospectuses for
this offering can be obtained from J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717 or by calling
+1 (866) 803-9204; from Barclays Capital Inc., c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at
Barclaysprospectus@broadridge.com, or by calling (888) 603-5847;
from BofA Securities, NC1-004-03-43, 200 North College Street, 3rd
floor, Charlotte, NC 28255-0001,
Attn: Prospectus Department or by email at
dg.prospectus_requests@bofa.com; from Truist Securities by
email at joshua.t.jones@truist.com; and from Wells Fargo
Securities, LLC, 550 S. Tryon
Street, 5th Floor, Charlotte,
North Carolina 28202, Attention: Leveraged Syndicate.
This press release is neither an offer to purchase nor a
solicitation of an offer to buy any securities, including the
Notes. There shall not be any sale of the securities described
herein in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other
jurisdiction.
About Centene Corporation
Centene Corporation, a Fortune 25 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 individuals across the nation, 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 Statements on Forward-Looking Statements of
Centene Corporation
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). Centene
Corporation and its subsidiaries (the "Company", "our", or "we")
intends such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995, and we are
including this statement for purposes of complying with these
safe-harbor provisions. In particular, these statements include,
without limitation, statements about Centene's settlements with
Ohio and Mississippi to resolve claims made by the
states with regard to practices at Envolve, our pharmacy benefits
manager subsidiary, and other possible future claims and
settlements related to the practices at Envolve and our ability to
settle claims with other states within the reserve estimate we have
recorded and on other acceptable terms, or at all, intended use of
proceeds from this offering, including in connection with the
Magellan Acquisition, future operating or financial performance,
market opportunity, growth strategy, competition, expected
activities in completed and future acquisitions, including
statements about the impact of the Magellan Acquisition, Centene's
completed acquisition of WellCare Health Plans, Inc., a
Delaware corporation and a
wholly-owned subsidiary of the Company ("WellCare," and such
acquisition, the "WellCare Acquisition"), 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: the impact of the novel strain
of coronavirus ("COVID-19") on global markets, economic conditions,
the healthcare industry and Centene's results of operations and the
response by governments and other third parties; the risk that
regulatory or other approvals required for the Magellan Acquisition
may be delayed or not obtained or are subject to unanticipated
conditions that could require the exertion of management's time and
our resources or otherwise have an adverse effect on Centene; the
possibility that certain conditions to the consummation of the
Magellan Acquisition will not be satisfied or completed on a timely
basis and accordingly the Magellan Acquisition may not be
consummated on a timely basis or at all; uncertainty as to the
expected financial performance of the combined company following
completion of the Magellan Acquisition; the possibility that the
expected synergies and value creation from the Magellan Acquisition
or the WellCare Acquisition (or other acquired businesses) will not
be realized, or will not be realized within the respective expected
time periods; the risk that unexpected costs will be incurred in
connection with the completion and/or integration of the Magellan
Acquisition or that the integration of Magellan Health will be more
difficult or time consuming than expected; the risk that potential
litigation in connection with the Magellan Acquisition may affect
the timing or occurrence of the Magellan Acquisition or result in
significant costs of defense, indemnification and liability; a
downgrade of the credit rating of our indebtedness, which could
give rise to an obligation to redeem existing indebtedness; the
inability to retain key personnel; disruption from the
announcement, pendency, completion and/or integration of the
Magellan Acquisition or from the integration of the WellCare
Acquisition, or similar risks from other acquisitions we may
announce or complete from time to time, 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; Centene's ability
to accurately predict and effectively manage health benefits and
other operating expenses and reserves, including fluctuations in
medical utilization rates due to the impact of COVID-19;
competition; membership and revenue declines or unexpected trends;
changes in healthcare practices, new technologies, and advances in
medicine; increased healthcare costs; changes in economic,
political or market conditions; 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 ("ACA") and the
Health Care and Education Affordability Reconciliation Act,
collectively referred to as the ACA and any regulations enacted
thereunder that may result from changing political conditions, the
new administration or judicial actions, including the ultimate
outcome in "Texas v. United States of
America" regarding the constitutionality of the ACA; rate
cuts or other payment reductions or delays by governmental payors
and other risks and uncertainties affecting Centene's government
businesses; Centene's ability to adequately price products; tax
matters; disasters or major epidemics; changes in expected contract
start dates; provider, state, federal, foreign and other contract
changes and timing of regulatory approval of contracts; 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); the difficulty of
predicting the timing or outcome of pending or future legal and
regulatory proceedings or matters, including the ongoing regulatory
review of claims against our PBM business or whether additional
claims, reviews or investigations relating to our PBM business will
be brought by other states, the federal government or shareholder
litigants, or government investigations; challenges to Centene's
contract awards; cyber-attacks or other privacy or data security
incidents; 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, including the Magellan
Acquisition; disruption caused by significant completed and pending
acquisitions making it more difficult to maintain business and
operational relationships; the risk that unexpected costs will be
incurred in connection with the completion and/or integration of
acquisition transactions; changes in expected closing dates,
estimated purchase price and accretion for acquisitions; the risk
that acquired businesses will not be integrated successfully;
restrictions and limitations in connection with Centene's
indebtedness; 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;
availability of debt and equity financing, on terms that are
favorable to us; inflation; foreign currency fluctuations; and
risks and uncertainties discussed in the reports that Centene has
filed with the SEC. 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 prospectus supplement for the offering described
herein and filings with the SEC, including Centene's annual report
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