ITEM 8.01 OTHER EVENTS
On January 21, 2020 (the "Expiration Date"), Centene Corporation (the "Company")
announced the expiration 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. 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. The settlement date of the Exchange Offers and related consent
solicitations is expected to occur on or about January 23, 2020 and immediately
prior to the closing of the Merger. 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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