UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2019
CENTENE CORPORATION
(Exact Name of Registrant as Specified in Charter)
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| Delaware | | 001-31826 | | 42-1406317 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 7700 Forsyth Boulevard, | | |
| St. Louis, | Missouri | | 63105 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (314) 725-4477
(Former Name or Former Address, if Changed Since Last Report): N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, $0.001 Par Value | | CNC | | NYSE |
ITEM 7.01 OTHER EVENTS
On November 1, 2019, Centene Corporation (the “Company”) issued a press release announcing the commencement, in connection with its previously announced acquisition of WellCare Health Plans, Inc. (“WellCare”), of an exchange offer for any and all outstanding 5.25% Senior Notes due 2025 and 5.375% Senior Notes due 2026 issued by WellCare for up to $1,950,000,000 aggregate principal amount of new notes to be issued by Centene and cash. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
The information under this Item 7.01, along with Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of Exhibit 99.1 attached hereto is not intended to constitute a determination by the Company that the information is material or that the dissemination of the information is required by Regulation FD.
ITEM 8.01 OTHER EVENTS
Filed as Exhibit 99.2 herewith are the unaudited pro forma condensed combined financial information of the Company for the year ended December 31, 2018 and as of and for the nine months ended September 30, 2019, to illustrate the estimated effects of the previously announced acquisition by the Company of WellCare and the related financing transactions.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Pro forma Financial Information.
The Company’s unaudited pro forma condensed combined financial information and explanatory notes for the year ended December 31, 2018 and as of and for the nine months ended September 30, 2019, are attached as Exhibit 99.2 hereto and incorporated by reference herein.
(d) Exhibits.
See Exhibit Index.
EXHIBIT INDEX
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| Exhibit Number | | Description |
| 99.1 | | |
| 99.2 | | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | CENTENE CORPORATION |
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| Date: | November 1, 2019 | By: | | /s/ Jeffrey A. Schwaneke |
| | | | | Jeffrey A. Schwaneke Executive Vice President & Chief Financial Officer |
