Item 1.01. Entry into a Material Definitive Agreement.
On the Closing Date, immediately prior to the consummation of the First Merger,
the Supplemental Indentures (as defined below) became operative upon settlement
of the related exchange offers commenced by Centene on
Additionally, in connection with the Second Merger, Merger Sub II and the Trustee entered into certain supplemental indentures to the Amended Indentures pursuant to which Merger Sub II assumed all of the Company's obligations as the issuer under each of the Amended Indentures and each series of WellCare Notes.
Item 1.02. Termination of a Material Definitive Agreement.
On the Closing Date, in connection with the completion of the First Merger, the
Company paid all amounts owing under the Amended and Restated Credit Agreement,
dated as of
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On the Closing Date, the Company completed the Mergers. At the First Effective
Time, each share of common stock, par value
At the First Effective Time, each outstanding Company 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 Centene Common Stock equal to the number of shares of Company 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 Centene 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.
At the First Effective Time, each outstanding Company 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 will no longer apply), and relating to a number of shares of Centene 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 Company 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 Company Common Stock based on the achievement of the applicable performance metrics at the target level of performance.
The aggregate Merger Consideration was approximately
Item 3.01. Notice of Delisting for Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On the Closing Date, in connection with the closing of the First Merger, the
Company notified the
The Company intends to file a Form 15 with the
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Item 3.03. Material Modification to Rights of Security Holders.
At the First Effective Time, as a result of the First Merger, each holder of Company Common Stock issued and outstanding immediately prior to the First Effective Time ceased to have any rights as shareholders of the Company (other than the right (other than any shares of Company Common Stock owned by the Company, any shares of Company Common Stock owned by Centene, Merger Sub I, Merger Sub II, and any shares of Company Common Stock as to which appraisal rights have been properly exercised) to receive the Merger Consideration).
On the Closing Date, immediately prior to the consummation of the First Merger, Centene completed its previously announced Exchange Offers and the Consent Solicitations to adopt the Amendments to the Existing Indentures. Pursuant to the Exchange Offers, the aggregate principal amounts to the WellCare Notes set forth below were tendered and subsequently accepted. Such accepted WellCare Notes were retired and cancelled and will not be reissued. Following such cancellation, the aggregate principal amounts of the WellCare Notes set forth below remains outstanding.
Aggregate Aggregate Principal Amount Principal Amount Outstanding Tendered and Following Series of WellCare Notes Accepted 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
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The information set forth in the Introductory Note and under Items 1.01, 2.01, 3.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
As a result of the First Merger, a change in control of the Company occurred, and the Company is now a wholly owned subsidiary of Centene.
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Directors
At the First Effective Time, pursuant to the terms of the Merger Agreement,
Officers
At the First Effective Time, pursuant to the terms of the Merger Agreement, all
of the officers of the Company ceased to be officers of the Company, and
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Immediately following the First Effective Time, the certificate of incorporation
of the
Immediately following the First Effective Time, the bylaws of the
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofMarch 26, 2019 , by and among Centene Corporation,WellCare Health Plans, Inc. ,Wellington Merger Sub I, Inc. andWellington Merger Sub II, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company onMarch 27, 2019 ) 3.1 Amended and Restated Certificate of Incorporation ofWellCare Health Plans, Inc. 3.2 Amended and Restated Bylaws ofWellCare Health Plans, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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