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MarketScreener Homepage  >  Equities  >  Nyse  >  WellCare Health Plans    WCG   

WELLCARE HEALTH PLANS

(WCG)
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WELLCARE HEALTH PLANS, INC. : Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements (form 8-K)

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01/23/2020 | 04:28pm EDT

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 November 1, 2019 (the "Exchange Offers"). In connection with the Exchange Offers and the related solicitation of consents (the "Consent Solicitations") from holders of the WellCare Notes (as defined below), the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), entered into certain supplemental indentures (the "Supplemental Indentures") in respect of the Company's outstanding 5.25% Senior Notes due 2025 and 5.375% Senior Notes due 2026 (collectively, the "WellCare Notes"). The Supplemental Indentures were entered into following the Company's receipt of the requisite consents of the holders of the WellCare Notes pursuant to the Consent Solicitations. The Supplemental Indentures amend the respective existing indentures (the "Existing Indentures") by (i) eliminating the obligation to file with the U.S. Securities and Exchange Commission (the "SEC") or provide to holders of the WellCare Notes of such series or the trustee under such Existing Indenture annual, quarterly, current or any other reports with respect to the Company, (ii) eliminating substantially all of the restrictive covenants in such Existing Indenture, (iii) eliminating the obligation to offer to repurchase the WellCare Notes of such series with respect to the acquisition by Centene of the Company, (iv) eliminating certain of the events which may lead to an "Event of Default" in such Existing Indentures and (v) eliminating certain restrictions on the Company in such Existing 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 (collectively, the "Amendments" and each Existing Indenture, as amended by the Amendments, an "Amended Indenture").

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 July 23, 2018 (the "Credit Agreement"), by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, Suntrust Bank, Bank of America, N.A., MUFG Bank, Ltd. and Wells Fargo Bank, National Association, as co-syndication agents and Goldman Sachs Bank USA and U.S. Bank National Association, as co-documentation agents, and the other lenders party thereto (the "Payoff"). In connection with the Payoff, all commitments and obligations under the Credit Agreement were repaid, satisfied and discharged in full.

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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 $0.01 per share, of the Company (the "Company Common Stock") issued and outstanding as of immediately prior to the First Effective Time (other than any shares of Company Common Stock owned by the Company, any shares of Company Common Stock owned by Centene, Merger Sub I or Merger Sub II, and any shares of Company Common Stock as to which appraisal rights have been properly exercised) was cancelled and converted into the right to receive (i) 3.38 (such ratio, the "Exchange Ratio") validly issued, fully paid and nonassessable shares of the common stock, par value $0.001 per share, of Centene ("Centene Common Stock") and (ii) $120.00 in cash, without interest (the "Per-Share Cash Amount" and collectively, the "Merger Consideration").

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 $6.079 billion in cash and $11.43 billion in shares of Centene Common Stock (based on the closing price of shares of Centene's common stock on the New York Stock Exchange on January 22, 2020). Centene financed the cash portion of the Merger Consideration with the . . .

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 New York Stock Exchange (the "NYSE") that the First Merger had been consummated and that, at the First Effective Time, each Company Common Stock (other than any shares of Company Common Stock owned by the Company, any shares of Company Common Stock owned by Centene, Merger Sub I or Merger Sub II, and any shares of Company Common Stock as to which appraisal rights have been properly exercised) issued and outstanding as of immediately prior to the First Effective Time was cancelled and converted into the right to receive the Merger Consideration. In addition, the Company requested that the NYSE delist the Company Common Stock, and, as a result, trading of Company Common Stock, which trades under the ticker symbol "WCG" on the NYSE, was suspended following the close of trading on January 23, 2020. The Company also requested that the NYSE file a notification of removal from listing and registration on Form 25 with the SEC to effect the delisting of the Company Common Stock from the NYSE and the deregistration of the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Company intends to file a Form 15 with the SEC requesting the termination of the registration of Company Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

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, Richard C. Breon, Kenneth A. Burdick, Amy Compton-Phillips, H. James Dallas, Kevin F. Hickey, Bobby Jindal, Christian P. Michalik, William L. Trubeck and Kathleen E. Walsh ceased serving as the directors of the Company, and Michael Neidorff, Jeffrey Schwaneke and Christopher Koster, the directors of Merger Sub I, became directors of the Surviving Corporation.

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 Michael Neidorff, Jeffrey Schwaneke and Christopher Koster, the officers of Merger Sub I immediately prior to the First Effective Time, became officers of the Surviving Corporation.

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 Surviving Corporation was amended and restated in its entirety. A copy of such amended and restated certificate of incorporation of the Surviving Corporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Immediately following the First Effective Time, the bylaws of the Surviving Corporation were amended and restated in their entirety. A copy of such amended and restated bylaws of the Surviving Corporation are attached hereto as Exhibit 3.2 and is incorporated herein by reference.

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 of March 26, 2019, by and among
           Centene Corporation, WellCare Health Plans, Inc., Wellington Merger Sub
           I, Inc. and Wellington Merger Sub II, Inc. (incorporated herein by
           reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the
           Company on March 27, 2019)
  3.1      Amended and Restated Certificate of Incorporation of WellCare Health
           Plans, Inc.
  3.2      Amended and Restated Bylaws of WellCare Health Plans, Inc.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).


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© Edgar Online, source Glimpses


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