Item 8.01 Other Events.

On June 24, 2021, Centene Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, as representative of the several underwriters named therein (the "Underwriters"), pursuant to which the Company agreed to sell to the Underwriters $1,800,000,000 aggregate principal amount of its 2.450% Senior Notes due 2028, for resale by the Underwriters (the "Offering") pursuant to the Company's registration statement on Form S-3ASR (File No. 333-238050).

The Underwriting Agreement includes customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The Company intends to use the net proceeds of the Offering to finance a portion of the cash consideration payable in connection with Centene's previously announced acquisition of Magellan Health Inc. ("Magellan Health" and such proposed acquisition, the "Magellan Acquisition") and to pay related fees and expenses. The closing of the Offering is not conditioned on the closing of the Magellan Acquisition. If the Magellan Acquisition is not completed, Centene expects to use the net proceeds of the Offering for debt repayment and general corporate purposes.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit.

On June 24, 2021, the Company issued a press release announcing the commencement of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On June 24, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
Number.   Description
  1.1     Underwriting Agreement, dated as of June 24, 2021, between Centene
          Corporation and J.P. Morgan Securities LLC, as representative of the
          several underwriters named therein.
  99.1    Press release, dated June 24, 2021, related to the commencement of the
          Offering.
  99.2    Press release, dated June 24, 2021, related to the pricing of the
          Offering.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).

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