Centene Corporation announced on November 1, 2019, the commencement, in connection with its previously announced acquisition of WellCare Health Plans Inc. ("WellCare"), of exchange offers for any and all outstanding notes issued by WellCare for up to $1,950,000,000 aggregate principal amount of new notes to be issued by Centene and cash. In conjunction with the offers to exchange the WellCare Notes, Centene is concurrently soliciting consents to adopt certain proposed amendments to each of the indentures governing the WellCare Notes and the related WellCare Notes for that series to (i) eliminate the obligation to file with the U.S. Securities and Exchange Commission or provide to holders of the WellCare Notes of such series or the trustee under such WellCare Indenture annual, quarterly, current or any other reports with respect to WellCare, (ii) eliminate substantially all of the restrictive covenants in such WellCare Indenture, (iii) eliminate the obligation to offer to repurchase the WellCare Notes of such series upon certain change of control transactions, including the acquisition of WellCare, (iv) eliminate certain of the events which may lead to an "Event of Default" in such WellCare Indentures, and (v) eliminate certain restrictions on WellCare in such WellCare Indentures from consolidating with or merging with or into any other person or selling, assigning, transferring, conveying, leasing, or otherwise disposing of all or substantially all of its properties or assets to any person. The Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated November 1, 2019 and the related letter of transmittal and consent, and are conditioned upon the substantially concurrent closing of the Merger, which condition may not be waived by Centene, and certain other conditions that may be waived by Centene, subject to applicable law. Each Exchange Offer will expire at 5:00 p.m., New York City time, on December 2, 2019, unless extended or terminated. Consents may not be revoked after the earlier of (i) 5:00 p.m., New York City time, on November 15, 2019, unless extended or terminated and (ii) the date the applicable supplemental indenture to the corresponding WellCare Indenture implementing the applicable Proposed Amendments is executed. The settlement date for the Exchange Offers is expected to occur promptly after the Expiration Date and the Expiration Date of each of the Exchange Offers is expected to be extended such that settlement occurs immediately prior to, and substantially concurrent with the closing of the Merger, which is expected to occur by the first half of 2020. As a result, the Expiration Date is expected to be extended one or more times.