Item 1.01. Entry into a Material Definitive Agreement.
On October 7, 2020, Centene Corporation, a Delaware corporation (the "Company"),
completed its previously announced underwritten public offering (the "Offering")
of $2,200,000,000 aggregate principal amount of the Company's 3.00% Senior Notes
due 2030 (the "Notes"). The Company intends to use the net proceeds of the
Offering, together with cash on hand, to complete a redemption of all of its
outstanding 4.75% Senior Notes due 2022 (the "4.75% Notes"), all of its
outstanding 5.25% Senior Notes due 2025 (the "5.25% Centene Notes") and all of
WellCare Health Plans Inc.'s outstanding 5.25% Senior Notes due 2025 (the "5.25%
WellCare Notes" and, together with the 4.75% Notes and the 5.25% Centene Notes,
the "Existing Notes"), including all premiums, accrued interest and costs and
expenses related to the redemptions. Pending the application of the net proceeds
of the Offering for the foregoing purposes, net proceeds may be temporarily used
for general corporate purposes. The redemption of the Existing Notes is
scheduled to occur on October 26, 2020 with respect to the 4.75% Notes and the
5.25% WellCare Notes, and on October 9, 2020 with respect to the 5.25% Centene
Notes, pursuant to previously delivered redemption notices, which each became
unconditional upon closing of the Offering.
The Notes are governed by the terms of the Indenture, dated as of October 7,
2020 (the "Base Indenture"), between the Company and The Bank of New York Mellon
Trust Company, N.A., as trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture, dated as of October 7, 2020 (the "First Supplemental
Indenture" and, together with the Base Indenture, the "Indenture"), between the
Company and the Trustee.
The Notes will mature on October 15, 2030 and the Company will pay interest on
the Notes semi-annually in arrears on April 15 and October 15, beginning on
April 15, 2021. The Notes will be the Company's senior unsecured obligations and
rank equally in right of payment 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 indebtedness. The Notes will be
effectively junior to all existing and future secured indebtedness to the extent
of the value of the assets securing such indebtedness. The Notes will not be
guaranteed by any of the Company's subsidiaries.
The Company may redeem the Notes at any time or from time to time in whole or in
part, prior to July 15, 2030 (three months prior to the maturity date of the
Notes) (the "Par Call Date"), at its option at a redemption price equal to the
greater of: (i) 100% of the principal amount of the Notes being redeemed on that
redemption date, or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the Notes being redeemed
(exclusive of interest accrued to, but excluding, the date of redemption) that
would be due if such Notes matured on the Par Call Date, discounted to the date
of redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined in the First Supplemental
Indenture) plus 50 basis points, plus, in each case, accrued and unpaid interest
on the Notes being redeemed, if any, to, but excluding, the date of redemption.
The Company may also redeem the Notes at any time or from time to time in whole
or in part, on and after the Par Call Date, at its option at a redemption price
equal to 100% of the principal amount of the Notes being redeemed, plus accrued
and unpaid interest on the Notes being redeemed, if any, to, but excluding, the
date of redemption.
Subject to certain limitations, if the Company experiences specific kinds of
changes of control, it will be required to make an offer to purchase the Notes
at a purchase price equal to 101% of the principal amount of the Notes, plus
accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
The Indenture provides 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 Indenture will allow either the Trustee or the
holders of at least 25% in principal amount of the then outstanding Notes to
accelerate, or in certain cases, will automatically cause the acceleration of,
the amounts due under the Notes.
The Notes were offered and sold pursuant to the Company's automatic shelf
registration statement on Form S-3ASR (Registration No. 333-238050) under the
Securities Act of 1933, as amended, which was filed with the Securities and
Exchange Commission ("SEC") and became effective on May 6, 2020. The Company has
filed with the SEC a prospectus supplement, dated September 23, 2020, together
with the accompanying prospectus, dated May 6, 2020, relating to the offering
and sale of the Notes.
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The foregoing description of the Base Indenture, the First Supplemental
Indenture and the Notes is qualified in its entirety by reference to the full
text of each of the Base Indenture, the First Supplemental Indenture and the
form of Note due 2030, each of which is incorporated herein by reference and
which are attached to this Current Report on Form 8-K as Exhibits 4.1, 4.2 and
4.3 and respectively.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 above is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
No. Description
4.1 Base Indenture, dated as of October 7, 2020, between the Company and The
Bank of New York Mellon Trust Company, N.A., as trustee
4.2 First Supplemental Indenture, dated as of October 7, 2020, between the
Company and The Bank of New York Mellon Trust Company, N.A., as trustee
4.3 Form of 3.00% Senior Note due 2030 (included in Exhibit 4.2)
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit
5.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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CENTENE CORPORATION 
