Centene Corporation (NYSE:CNC) signed a definitive agreement to acquire substantially all of the assets of The New York State Catholic Health Plan, Inc. (Fidelis Care) for $3.8 billion on September 12, 2017. The consideration is subject to certain customary closing and post-closing adjustments. As per terms, Centene has the option to fund up to approximately $500 million of the purchase price in Centene common stock, at Centene’s election. At closing, Centene shall deliver to the escrow agent, Wilmington Trust, N.A., an amount of $375 million in cash and shares (if any). Centene intends to fund the purchase price with $2.3 billion of new equity and $1.8 billion of new long-term debt. Centene has secured the full $3.75 billion in committed bridge financing. On May 1, 2018, Centene Corporation entered into an underwriting agreement with Barclays Capital Inc., Citigroup Global Markets Inc., Wells Fargo Securities, LLC, and Evercore Group L.L.C., (the “underwriters”) relating to the issuance and sale of 26.6 million shares of its common stock, including 2.4 million shares of its common stock pursuant to the option granted by Centene to the underwriters to purchase additional shares of its common stock, in a public offering at a price of $104.49 per share resulting in approximately $2.8 billion of net proceeds to finance a portion of the cash consideration payable in connection with the acquisition of substantially all of the assets of Fidelis Care. In the event the agreement is terminated, the terminating party is required to pay the other party a termination fee of $5 million. Upon closing of the transaction, Rev. Patrick J. Frawley, Chief Executive Officer of Fidelis Care will continue to lead Fidelis Care as Chief Executive Officer. Fidelis Care will continue to be headquartered in Queens with operations throughout the state, including, Albany, Buffalo, Rochester and Syracuse. The transaction is subject to filings of Centene and Fidelis under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, receipt of governmental regulatory approvals, including approval from New York State Attorney General, the New York State Department of Health, New York State Department of Financial Services and approvals under the New York Not-for-Profit Corporation Law, receipt of required third party consents in connection with the assignment to Centene of certain material contracts, receipt of any approvals, consents or waivers required in connection with certain reinsurance arrangements between Fidelis Care and Centene, accuracy of the representations and warranties in the agreement and other customary conditions. As of September 29, 2017, The Federal Trade Commission granted the early termination notice. In October 2017 the early termination of the waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 was announced. As of April 3, 2018, Centene has made commitments in a move to get approval from the New York State Department of Health for the proposed takeover. The undertakings, to be effective upon completion of the acquisition, will include a EUR 276 million ($340 million) contribution to the state of New York. The agreed amount will be paid over a five-year period to support initiatives designed to provide high quality healthcare to vulnerable populations within New York State. As of April 23, 2018, New York Department of Health and the New York Department of Financial Services both have approved the transaction. As of June 14, 2018, the transaction has been approved by the New York Attorney General. The transaction is expected to close on April 1, 2018. As of April 24, 2018 the closing date of transaction is postponed to July 1, 2018. The transaction is expected to generate immediate accretion to first year after acquisition earnings per share. Allen & Company LLC is serving as financial advisor with Paul T. Schnell, Sean C. Doyle, Laura Kaufmann Belkhayat, Brian Krause, Steven Messina, Erica Schohn and Michael J. Homison of Skadden, Arps, Slate, Meagher & Flom LLP serving as legal counsels to Centene. Citi is serving as financial advisor with Andrew B. Roth of Norton Rose Fulbright serving as legal counsel to Fidelis Care. Kevin Miller and Aaron Dixon of Alston & Bird LLP acted as legal advisor to Citi. Centene Corporation (NYSE:CNC) completed the acquisition of substantially all of the assets of The New York State Catholic Health Plan, Inc. on July 2, 2018. Centene looks forward to welcoming The New York State Catholic Health Plan's approximately 4,000 team members to the Centene family. The acquisition was completed following the receipt of all regulatory approvals.