ST. LOUIS, July 29, 2021 /PRNewswire/ -- Centene
Corporation (NYSE: CNC) ("Centene" or the "Company") announced
today that it has priced its previously announced underwritten
public offering of $1,800,000,000 aggregate principal amount of
senior notes. The $1,800,000,000 offering of senior notes will
include $500,000,000 aggregate principal amount of
additional 2.450% senior notes due 2028 (the "Additional 2028
Notes") at a premium to yield 2.31% and $1,300,000,000
aggregate principal amount of new 2.625% senior notes due 2031
(together with the Additional 2028 Notes, the "Notes"). The
Additional 2028 Notes will have the same terms as the Company's
existing 2.450% senior notes due 2028 (the "Existing 2028 Notes"),
other than the issue date and the issue price. The offering is
expected to close on or about August 12,
2021, subject to customary closing conditions.
Centene intends to use the net proceeds from the offering of the
Notes, together with a portion of the proceeds of certain term
loans under the Company's proposed amended and restated credit
agreement and cash on hand to redeem all of its outstanding 5.375%
senior notes due 2026 and all of WellCare Health Plans, Inc.'s, a
Delaware corporation and a
wholly-owned subsidiary of the Company, outstanding 5.375% senior
notes due 2026 (together, the "Note Redemptions"), including all
premiums, accrued interest and costs and expenses related to the
Note 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 foregoing does
not constitute a notice of redemption or an obligation to issue a
notice of redemption for the outstanding notes of any series.
The Notes will be senior unsecured obligations of the Company
and will be equal in right of payment with all of the Company's
existing and future senior indebtedness and will be senior in right
of payment to all of the Company's existing and future subordinated
debt. The Notes will not be guaranteed by any of the Company's
subsidiaries.
J.P. Morgan, Barclays, BofA Securities, Truist Securities and
Wells Fargo Securities are acting as joint book-running managers
for the offering of the Notes.
This offering is being made pursuant to an effective shelf
registration statement and prospectus and a related preliminary
prospectus supplement filed by the Company with the Securities and
Exchange Commission (the "SEC"). Before you invest, you should
read the prospectus and the related preliminary prospectus
supplement, the registration statement and other documents that
Centene has filed with the SEC for more complete information
about Centene and this offering.
Copies of the prospectus supplement and related prospectuses for
this offering can be obtained from J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717 or by calling
+1 (866) 803-9204; from Barclays Capital Inc., c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at
Barclaysprospectus@broadridge.com, or by calling (888) 603-5847;
from BofA Securities, Inc., NC1-004-03-43, 200 North College
Street, 3rd floor, Charlotte, NC
28255-0001, Attn: Prospectus Department or by email at
dg.prospectus_requests@bofa.com; from Truist Securities by email at
joshua.t.jones@truist.com; and from Wells Fargo Securities, LLC,
550 S. Tryon Street, 5th Floor,
Charlotte, North Carolina 28202,
Attention: Leveraged Syndicate.
This press release is neither an offer to purchase nor a
solicitation of an offer to buy any securities, including the
Notes. There shall not be any sale of the securities described
herein in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other
jurisdiction.
About Centene Corporation
Centene Corporation, a Fortune 25 company, is a leading
multi-national healthcare enterprise that is committed to helping
people live healthier lives. The Company takes a local approach –
with local brands and local teams – to provide fully integrated,
high-quality, and cost-effective services to government-sponsored
and commercial healthcare programs, focusing on under-insured and
uninsured individuals. Centene offers affordable and high-quality
products to nearly 1 in 15 individuals across the nation, including
Medicaid and Medicare members (including Medicare Prescription Drug
Plans) as well as individuals and families served by the Health
Insurance Marketplace, the TRICARE program, and individuals in
correctional facilities. The Company also serves several
international markets, and contracts with other healthcare and
commercial organizations to provide a variety of specialty services
focused on treating the whole person. Centene focuses on long-term
growth and the development of its people, systems and capabilities
so that it can better serve its members, providers, local
communities, and government partners.
Cautionary Statements on Forward-Looking Statements of
Centene Corporation
All statements, other than statements of current or historical
fact, contained in this communication are forward-looking
statements. Without limiting the foregoing, forward-looking
statements often use words such as "believe," "anticipate," "plan,"
"expect," "estimate," "intend," "seek," "target," "goal," "may,"
"will," "would," "could," "should," "can," "continue" and other
similar words or expressions (and the negative thereof). Centene
Corporation and its subsidiaries (the "Company", "our", or "we")
intends such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995, and we are
including this statement for purposes of complying with these
safe-harbor provisions. In particular, these statements include,
without limitation, statements about Centene's intended use of
proceeds from this offering, including in connection with the Note
Redemptions, future operating or financial performance, market
opportunity, growth strategy, competition, expected activities in
completed and future acquisitions, including statements about the
impact of the Magellan Acquisition, Centene's completed acquisition
of WellCare Health Plans, Inc., a Delaware corporation and a wholly-owned
subsidiary of the Company ("WellCare," and such acquisition, the
"WellCare Acquisition"), other recent and future acquisitions,
investments and the adequacy of Centene's available cash resources
and Centene's settlements with Ohio and Mississippi to resolve claims and/or
allegations made by the states with regard to practices at Envolve
Pharmacy Solutions, Inc. ("Envolve"), as our pharmacy benefits
manager subsidiary, and other possible future claims and
settlements related to the practices at Envolve and our ability to
settle claims with other states within the reserve estimate we have
recorded and on other acceptable terms, or at all.
These forward-looking statements reflect Centene's current views
with respect to future events and are based on numerous assumptions
and assessments made by Centene in light of Centene's experience
and perception of historical trends, current conditions, business
strategies, operating environments, future developments and other
factors Centene believes appropriate. By their nature,
forward-looking statements involve known and unknown risks and
uncertainties and are subject to change because they relate to
events and depend on circumstances that will occur in the future,
including economic, regulatory, competitive and other factors that
may cause Centene's or its industry's actual results, levels of
activity, performance or achievements to be materially different
from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements. These statements are not guarantees of future
performance and are subject to risks, uncertainties and
assumptions. All forward-looking statements included in this
communication are based on information available to Centene on the
date of this communication. Except as may be otherwise required by
law, Centene undertakes no obligation to update or revise the
forward-looking statements included in this communication, whether
as a result of new information, future events or otherwise, after
the date of this communication. You should not place undue reliance
on any forward-looking statements, as actual results may differ
materially from projections, estimates, or other forward-looking
statements due to a variety of important factors, variables and
events including but not limited to: the impact of the novel strain
of coronavirus ("COVID-19") on global markets, economic conditions,
the healthcare industry and Centene's results of operations and the
response by governments and other third parties; the risk that
regulatory or other approvals required for the Magellan Acquisition
may be delayed or not obtained or are subject to unanticipated
conditions that could require the exertion of management's time and
our resources or otherwise have an adverse effect on Centene; the
possibility that certain conditions to the consummation of the
Magellan Acquisition will not be satisfied or completed on a timely
basis and accordingly, the Magellan Acquisition may not be
consummated on a timely basis or at all; uncertainty as to the
expected financial performance of the combined company following
completion of the Magellan Acquisition; the possibility that the
expected synergies and value creation from the Magellan Acquisition
or the WellCare Acquisition (or other acquired businesses) will not
be realized, or will not be realized within the respective expected
time periods; the risk that unexpected costs will be incurred in
connection with the completion and/or integration of the Magellan
Acquisition or that the integration of Magellan Health will be more
difficult or time consuming than expected; the risk that potential
litigation in connection with the Magellan Acquisition may affect
the timing or occurrence of the Magellan Acquisition or result in
significant costs of defense, indemnification and liability; a
downgrade of the credit rating of our indebtedness; the inability
to retain key personnel; disruption from the announcement,
pendency, completion and/or integration of the Magellan Acquisition
or from the integration of the WellCare Acquisition, or similar
risks from other acquisitions we may announce or complete from time
to time, including potential adverse reactions or changes to
business relationships with customers, employees, suppliers or
regulators, making it more difficult to maintain business and
operational relationships; Centene's ability to accurately predict
and effectively manage health benefits and other operating expenses
and reserves, including fluctuations in medical utilization rates
due to the impact of COVID-19; competition; membership and revenue
declines or unexpected trends; changes in healthcare practices, new
technologies, and advances in medicine; increased healthcare costs;
changes in economic, political or market conditions; changes in
federal or state laws or regulations, including changes with
respect to income tax reform or government healthcare programs as
well as changes with respect to the Patient Protection and
Affordable Care Act ("ACA") and the Health Care and Education
Affordability Reconciliation Act, collectively referred to as the
ACA and any regulations enacted thereunder that may result from
changing political conditions, the new administration or judicial
actions; rate cuts or other payment reductions or delays by
governmental payors and other risks and uncertainties affecting
Centene's government businesses; Centene's ability to adequately
price products; tax matters; disasters or major epidemics; changes
in expected contract start dates; provider, state, federal, foreign
and other contract changes and timing of regulatory approval of
contracts; the expiration, suspension, or termination of Centene's
contracts with federal or state governments (including but not
limited to Medicaid, Medicare, TRICARE or other customers); the
difficulty of predicting the timing or outcome of legal or
regulatory proceedings or matters, including claims against our PBM
business or whether additional claims, reviews or investigations
relating to our PBM business will be brought by states, the federal
government or shareholder litigants, or government investigations;
challenges to Centene's contract awards; cyber-attacks or other
privacy or data security incidents; the exertion of management's
time and Centene's resources, and other expenses incurred and
business changes required in connection with complying with the
undertakings in connection with any regulatory, governmental or
third party consents or approvals for acquisitions, including the
Magellan Acquisition; disruption caused by significant completed
and pending acquisitions making it more difficult to maintain
business and operational relationships; the risk that unexpected
costs will be incurred in connection with the completion and/or
integration of acquisition transactions; changes in expected
closing dates, estimated purchase price and accretion for
acquisitions; the risk that acquired businesses will not be
integrated successfully; restrictions and limitations in connection
with Centene's indebtedness; Centene's ability to maintain or
achieve improvement in the Centers for Medicare and Medicaid
Services ("CMS") star ratings and maintain or achieve improvement
in other quality scores in each case that can impact revenue and
future growth; availability of debt and equity financing, on terms
that are favorable to us; inflation; foreign currency fluctuations;
and risks and uncertainties discussed in the reports that Centene
has filed with the SEC. This list of important factors is not
intended to be exhaustive. Centene discusses certain of these
matters more fully, as well as certain other factors that may
affect Centene's business operations, financial condition and
results of operations, in Centene's prospectus supplement for the
offering described herein and filings with the SEC, including
Centene's annual report on Form 10-K, quarterly reports on Form
10-Q and current reports on Form 8-K. Due to these important
factors and risks, Centene cannot give assurances with respect to
Centene's future performance, including without limitation
Centene's ability to maintain adequate premium levels or Centene's
ability to control its future medical and selling, general and
administrative costs.
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SOURCE Centene Corporation