Item 2.01. Completion of Acquisition or Disposition of Assets.
Merger Agreement Closing
On January 23, 2020 (the "Closing Date"), Centene Corporation, a Delaware
corporation (the "Company"), completed the previously announced acquisition of
WellCare Health Plans, Inc., a Delaware corporation ("WellCare"), pursuant to
the Agreement and Plan of Merger, dated March 26, 2019 (the "Merger Agreement"),
by and among the Company, Wellington Merger Sub I, Inc., a Delaware corporation
and a direct, wholly owned subsidiary of the Company ("Merger Sub I"),
Wellington Merger Sub II, Inc., a Delaware corporation and a direct, wholly
owned subsidiary of the Company ("Merger Sub II"), and WellCare, providing for
(i) the merger of Merger Sub I with and into WellCare (the "First Merger"), with
WellCare continuing as the surviving corporation of the First Merger and a
direct, wholly owned subsidiary of the Company (the "Surviving Corporation"),
and (ii) immediately after the effective time of the First Merger (the "First
Effective Time"), the merger of the Surviving Corporation with and into Merger
Sub II (the "Second Merger" and, together with the First Merger, the "Mergers"),
with Merger Sub II continuing as the surviving corporation of the Second Merger
and a direct, wholly owned subsidiary of the Company. As a result of the
Mergers, WellCare became a wholly owned subsidiary of the Company on the Closing
Date.
Pursuant to the Merger Agreement and by virtue of the First Merger, at the First
Effective Time, each share of common stock, par value $0.01 per share, of
WellCare (the "WellCare Common Stock") issued and outstanding immediately prior
to the First Effective Time (other than any shares of WellCare Common Stock
owned by WellCare, any shares of WellCare Common Stock owned by the Company,
Merger Sub I, Merger Sub II, and any shares of WellCare Common Stock as to which
appraisal rights have been properly exercised) was automatically canceled and
converted into the right to receive (i) 3.38 (such ratio, the "Exchange Ratio")
validly issued, fully paid and nonassessable shares of the common stock, par
value $0.001 per share, of the Company ("Company Common Stock") and (ii) $120.00
in cash, without interest (the "Per-Share Cash Amount" and, collectively, the
"Merger Consideration").
At the First Effective Time, each outstanding WellCare restricted stock unit
(each, an "RSU") that was granted in or prior to 2017 and each outstanding RSU
held by a non-employee director (regardless of when granted), whether vested or
unvested, was cancelled and converted into the right to receive the Merger
Consideration. Additionally, at the First Effective Time, each other outstanding
RSU, whether vested or unvested, was converted into a restricted stock unit
relating to a number of shares of Company Common Stock equal to the number of
shares of WellCare Common Stock subject to the RSU multiplied by the sum of (i)
the Exchange Ratio, plus (ii) the quotient of the Per-Share Cash Amount divided
by the volume weighted average sale price of Company Common Stock for the ten
(10) full consecutive trading days ending on and including the business day
prior to the First Effective Time (the "Stock Award Exchange Ratio") and
otherwise subject to the same terms and conditions (including the vesting
schedule and termination-related vesting provisions) applicable immediately
prior to the First Effective Time.
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At the First Effective Time, each outstanding WellCare performance stock unit
("PSU") that was granted in or prior to 2017, whether vested or unvested, was
cancelled and converted into the right to receive the Merger Consideration, with
any outstanding performance criteria with respect to such PSUs measured at the
First Effective Time based on actual performance through the First Effective
Time. Further, at the First Effective Time, each other outstanding PSU, whether
vested or unvested, was converted into a restricted stock unit subject to the
same terms and conditions (including the time-based vesting schedule and
termination-related vesting provisions applicable immediately prior the First
Effective Time, provided that the performance-based vesting conditions no longer
apply), and relating to a number of shares of Company Common Stock equal to the
Stock Award Exchange Ratio multiplied by (i) for PSUs subject to total
shareholder return performance criteria granted in 2018 or thereafter and for
each other PSU granted in 2018, a number of shares of WellCare Common Stock
determined based on actual performance through the First Effective Time and (ii)
for each other PSU granted in 2019 or thereafter, a number of shares of WellCare
Common Stock based on the achievement of the applicable performance metrics at
the target level of performance.
. . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under and
Off-Balance Sheet Arrangement of a Registrant.
The information in Item 8.01 below is incorporated by reference in this Item
2.03.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 23, 2020, effective as of the First Effective Time, as approved by
resolutions of the Company's board of directors (the "Board") and pursuant to
the terms of the Merger Agreement, the size of the Board was increased to 12
directors and William Trubeck and James Dallas were elected to serve on the
Board as a Class II director and a Class III director, respectively. In
addition, Mr. Dallas was appointed to the Nominating and Governance Committee of
the Board and the Technology Committee of the Board, and Mr. Trubeck was
appointed to the Compensation Committee of the Board. Mr. Trubeck and Mr.
Dallas will participate in the Company's standard director compensation program
as described in the Company's 2019 Proxy Statement filed with the U.S.
Securities and Exchange Commission on Form DEF 14A on March 8, 2019.
Mr. Trubeck has held the positions of Executive Vice President and Chief
Financial Officer for Waste Management and H&R Block, and Chief Financial
Officer, Executive Vice President and Director for YRC Worldwide. Mr. Trubeck
brings strong financial, audit and compliance expertise.
Mr. Dallas has held the position of Senior Vice President and Chief Information
Officer of Medtronic. Prior to Medtronic, Mr. Dallas held executive positions
with Georgia-Pacific Corporation. Through these roles, Mr. Dallas has more than
30 years' experience with, among other things, information technology, business
strategy and risk identification and mitigation.
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Item 7.01. Regulation FD Disclosure.
On the Closing Date, the Company issued a press release announcing the
completion of the Mergers. A copy of the Company's press release is furnished as
Exhibit 99.1 hereto and incorporated by reference in this Item 7.01. The
information in this Item 7.01, including Exhibit 99.1 hereto, shall not be
deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise
subject to the liabilities of that section, and shall not be deemed to be
incorporated by reference in any filing under the Securities Act or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
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.
Aggregate Principal Aggregate Principal
Amount Tendered and Amount Outstanding
Series of WellCare Notes Accepted Following Settlement
5.25% Senior Notes due 2025 $1,145,791,000 $54,209,000
5.375% Senior Notes due 2026 $747,218,000 $2,782,000
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.
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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.
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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.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The consolidated balance sheets of WellCare and its subsidiaries as of December
31, 2018 and 2017 and the related consolidated statements of comprehensive
income, changes in stockholders' equity and cash flows for each of the three
years in the period ended December 31, 2018 are included as Exhibit 99.2 hereto
and incorporated by reference in this Item 9.01(a).
The unaudited condensed consolidated financial statements of WellCare as of
September 30, 2019 are included as Exhibit 99.3 hereto and incorporated by
reference in this Item 9.01(a).
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The audited consolidated financial statements and related notes of Caidan
Enterprises, Inc. as of and for the years ended December 31, 2017 and 2016 are
included as Exhibit 99.4 hereto and incorporated by reference in this Item
9.01(a).
The unaudited consolidated financial statements and related notes of Caidan
Enterprises, Inc. as of and for the six months ended June 30, 2018 and 2017 are
included as Exhibit 99.5 hereto and incorporated by reference in this Item
9.01(a).
(b) Pro forma Financial Information.
The Company's unaudited pro forma condensed combined financial information and
explanatory notes for the year ended December 31, 2018 and as of and for the
nine months ended September 30, 2019, are included as Exhibit 99.6 hereto and
incorporated by reference herein.
(d) Exhibits.
Exhibit
Number Description
2.1 Agreement and Plan of Merger, dated as of March 26, 2019, by and
among Centene Corporation, Wellington Merger Sub I, Inc., Wellington
Merger Sub II, Inc. and WellCare Health Plans, Inc. (incorporated by
reference to Exhibit 2.1 to Centene Corporation's Current Report on
Form 8-K dated March 27, 2019).
4.1 Indenture, dated as of January 23, 2020, by and between Centene
Corporation, as issuer, and The Bank of New York Mellon Trust
Company, N.A., as trustee, relating to the Company's 5.25% Senior
Notes due 2025 (including the Form of Global Note attached thereto).
4.2 Indenture, dated as of January 23, 2020, by and between Centene
Corporation, as issuer, and The Bank of New York Mellon Trust
Company, N.A., as trustee, relating to the Company's 5.375% Senior
Notes due 2026 (including the Form of Global Note attached thereto).
99.1 Press Release of Centene Corporation, dated January 23, 2020.
99.2 Audited consolidated balance sheets of WellCare Health Plans, Inc.
and its subsidiaries as of December 31, 2018 and 2017 and the
related consolidated statements of comprehensive income, changes in
stockholders' equity and cash flows for each of the three years in
the period ended December 31, 2018 (incorporated by reference to
WellCare Health Plans, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 2018 filed by WellCare Health Plans, Inc.
with the SEC on February 12, 2019).
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99.3 Unaudited condensed consolidated financial statements of WellCare
Health Plans, Inc. as of September 30, 2019 (incorporated by
reference to WellCare Health Plans, Inc.'s Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2019 filed by
WellCare Health Plans, Inc. with the SEC on October 30, 2019).
99.4 Audited consolidated financial statements and related notes of
Caidan Enterprises, Inc. as of and for the years ended December 31,
2017 and 2016 (incorporated by reference to Exhibit 99.4 of WellCare
Health Plans, Inc.'s Current Report on Form 8-K dated August 6,
2018).
99.5 Unaudited consolidated financial statements and related notes of
Caidan Enterprises, Inc. as of and for the six months ended June 30,
2018 and 2017 (incorporated by reference to Exhibit 99.2 of WellCare
Health Plans, Inc.'s Current Report on Form 8-K dated October 30,
2018).
99.6 Unaudited pro forma condensed combined financial information and
explanatory notes for the year ended December 31, 2018 and as of and
for the nine months ended September 30, 2019 (incorporated by
reference to Exhibit 99.2 to Centene Corporation's Current Report on
Form 8-K dated November 14, 2019).
23.1 Consent of Deloitte & Touche LLP, independent registered public
accounting firm of WellCare Health Plans, Inc.
23.2 Consent of Plante & Moran PLLC, independent auditor of Caidan
Enterprises, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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