ITEM 8.01 OTHER EVENTS
On January 14, 2020, Centene Corporation (the "Company") announced the extension
of the expiration date of the offers to exchange (the "Exchange Offers") notes
(the "WellCare Notes") issued by WellCare Health Plans, Inc. ("WellCare") for up
to $1,950,000,000 aggregate principal amount of new notes to be issued by the
Company and cash and the related consent solicitations being made by the Company
on behalf of WellCare to adopt certain proposed amendments to the indentures
governing the WellCare Notes. The Company extended such expiration date from
5:00 p.m., New York City time, on January 14, 2020 to 5:00 p.m. 5:00 p.m., New
York City time, on January 21, 2020 (as the same may be further extended). On
November 14, 2019, requisite consents were received and supplemental indentures
were executed, eliminating substantially all restrictive covenants and certain
events of default and other provisions in each of the indentures governing the
WellCare Notes. Such supplemental indentures will only become operative upon the
settlement date of the Exchange Offers. A copy of the press release is attached
hereto as Exhibit 99.1, and is incorporated into this Item 8.01 by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
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