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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Centene Corp | NYSE:CNC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-1.68 | -2.22% | 74.00 | 74.97 | 71.25 | 73.96 | 6,378,926 | 00:24:19 |
Title of Each Class of
Securities to be Registered
|
| |
Amount
to be
Registered
|
| |
Proposed Maximum
Aggregate Offering
Price Per Unit
|
| |
Proposed Maximum
Aggregate Offering Price
|
| |
Amount of
Registration Fee(1)
|
2.450% Notes due 2028
|
| |
$500,000,000
|
| |
100.875%
|
| |
$504,375,000
|
| |
$55,027.32
|
2.625% Notes due 2031
|
| |
$1,300,000,000
|
| |
100.00%
|
| |
$1,300,000,000
|
| |
$141,830.00
|
Total
|
| |
|
| |
|
| |
$1,804,375,000
|
| |
$196,857.32
|
(1)
|
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
|
|
| |
Per Additional
2.450% 2028 Note
|
| |
Total
|
| |
Per 2031
Note
|
| |
Total
|
Price to the public(1)
|
| |
100.875%
|
| |
$504,375,000
|
| |
100.00%
|
| |
$1,300,000,000
|
Underwriting discounts and commissions
|
| |
0.875%
|
| |
$4,375,000
|
| |
0.875%
|
| |
$11,375,000
|
Proceeds to us (before expenses)
|
| |
100.00%
|
| |
$500,000,000
|
| |
99.152%
|
| |
$1,288,625,000
|
(1)
|
Plus accrued interest, if any, from July 1, 2021, with respect to the additional 2.450% 2028 notes. Plus accrued interest, if any, from August 12, 2021, with respect to the 2031 notes.
|
J.P. Morgan
|
|||||||||
BofA Securities
|
| |
Truist Securities
|
| |
Wells Fargo Securities
|
| |
Barclays
|
MUFG
|
| |
Fifth Third Securities
|
| |
US Bancorp
|
| |
Regions Securities LLC
|
PNC Capital Markets LLC
|
| |
BMO Capital Markets
|
| |
Allen & Company LLC
|
| |
Stifel
|
| |
CIBC Capital Markets
|
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
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Page
|
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| |
•
|
our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 22, 2021;
|
•
|
our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021, filed with the SEC on April 27, 2021 and July 27, 2021;
|
•
|
our Current Reports on Form 8-K filed with the SEC on January 4, 2021, February 8, 2021, February 10, 2021, February 11, 2021, February 17, 2021, February 18, 2021, March 11, 2021, March 19, 2021, April 30, 2021, May 7, 2021, June 14, 2021, June 25, 2021, July 1, 2021 and July 15, 2021; and
|
•
|
the portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 12, 2021 that are incorporated by reference into Part III of the Annual Report on Form 10-K for the year ended December 31, 2020.
|
•
|
the impact of COVID-19 on global markets, economic conditions, the healthcare industry and our 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 us;
|
•
|
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;
|
•
|
our 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 our government businesses;
|
•
|
our 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 our 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 our contract awards;
|
•
|
cyber-attacks or other privacy or data security incidents;
|
•
|
the exertion of management’s time and our 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 our indebtedness;
|
•
|
our ability to maintain or achieve improvement in the Centers for Medicare and Medicaid Services (“CMS”) Star ratings (“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; and
|
•
|
foreign currency fluctuations.
|
•
|
equal in right of payment with all of our existing and future senior debt, including our June 5.375% 2026 notes, our 4.25% senior notes due 2027 (the “4.25% 2027 notes”), our 4.625% senior notes due 2029 (the “4.625% 2029 notes”), our 3.375% senior notes due 2030 (the “3.375% 2030 notes”), our August 5.375% 2026 notes, our 3.00% senior notes due 2030 (the “3.00% 2030 notes”), our 2.50% senior notes due 2031 (the “2.50% 2031 notes”), our existing 2.450% 2028 notes and borrowings under our Company Credit Facility;
|
•
|
senior in right of payment to any of our existing and future obligations that are by
|
•
|
structurally subordinated to liabilities of our subsidiaries that do not guarantee such notes, including the 5.375% stub notes prior to their redemption; and
|
•
|
effectively junior to any of our existing or future secured obligations to the extent of the value of the assets securing such obligations.
|
•
|
create certain liens; and
|
•
|
merge or consolidate with other entities.
|
|
| |
Year Ended December 31,
|
| |
Six Months Ended
June 30,
|
|||||||||
(in millions, except per share data in dollars)
|
| |
2018
|
| |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
Statement of Operations Data:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Revenues
|
| |
|
| |
|
| |
|
| |
|
| |
|
Premium
|
| |
$53,629
|
| |
$67,439
|
| |
$100,055
|
| |
$47,959
|
| |
$54,560
|
Service
|
| |
2,806
|
| |
2,925
|
| |
3,745
|
| |
1,937
|
| |
2,416
|
Premium and service revenues
|
| |
56,435
|
| |
70,364
|
| |
103,800
|
| |
49,896
|
| |
56,976
|
Premium tax and health insurer fee
|
| |
3,681
|
| |
4,275
|
| |
7,315
|
| |
3,841
|
| |
4,032
|
Total revenues
|
| |
60,116
|
| |
74,639
|
| |
111,115
|
| |
53,737
|
| |
61,008
|
Expenses:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Medical costs
|
| |
46,057
|
| |
58,862
|
| |
86,264
|
| |
40,727
|
| |
47,780
|
Cost of services
|
| |
2,386
|
| |
2,465
|
| |
3,303
|
| |
1,658
|
| |
2,155
|
Selling, general and administrative expenses
|
| |
6,043
|
| |
6,533
|
| |
9,867
|
| |
4,639
|
| |
4,640
|
Amortization of acquired intangible assets
|
| |
211
|
| |
258
|
| |
719
|
| |
363
|
| |
383
|
Premium tax expense
|
| |
3,252
|
| |
4,469
|
| |
6,332
|
| |
3,348
|
| |
4,164
|
Health insurer fee expense
|
| |
709
|
| |
—
|
| |
1,476
|
| |
724
|
| |
—
|
Impairment Loss
|
| |
—
|
| |
271
|
| |
72
|
| |
72
|
| |
—
|
Legal settlement expense
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,250
|
Total operating expenses
|
| |
58,658
|
| |
72,858
|
| |
108,033
|
| |
51,531
|
| |
60,372
|
Earnings from operations
|
| |
1,458
|
| |
1,781
|
| |
3,082
|
| |
2,206
|
| |
636
|
Other income (expense):
|
| |
|
| |
|
| |
|
| |
|
| |
|
Investment and other income
|
| |
253
|
| |
443
|
| |
480
|
| |
280
|
| |
142
|
Debt extinguishment costs
|
| |
—
|
| |
(30)
|
| |
(61)
|
| |
(44)
|
| |
(46)
|
Interest expense
|
| |
(343)
|
| |
(412)
|
| |
(728)
|
| |
(367)
|
| |
(333)
|
Earnings from operations, before income tax expense
|
| |
1,368
|
| |
1,782
|
| |
2,773
|
| |
2,075
|
| |
399
|
Income tax expense
|
| |
474
|
| |
473
|
| |
979
|
| |
827
|
| |
237
|
Net earnings
|
| |
894
|
| |
1,309
|
| |
1,794
|
| |
1,248
|
| |
162
|
Loss attributable to noncontrolling interest
|
| |
6
|
| |
12
|
| |
14
|
| |
4
|
| |
2
|
Net earnings attributable to Centene Corporation common shareholders:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net earnings
|
| |
$900
|
| |
$1,321
|
| |
$1,808
|
| |
$1,252
|
| |
$164
|
|
| |
As of December 31,
|
| |
As of June 30,
|
|||||||||
(in millions)
|
| |
2018
|
| |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
Consolidated Balance Sheet Data
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$5,342
|
| |
$12,123
|
| |
$10,800
|
| |
$12,798
|
| |
$11,018
|
Investments and restricted deposits
|
| |
8,138
|
| |
9,238
|
| |
15,493
|
| |
12,839
|
| |
16,150
|
Total assets
|
| |
30,901
|
| |
40,994
|
| |
68,719
|
| |
68,347
|
| |
71,539
|
Medical claims liability
|
| |
6,831
|
| |
7,473
|
| |
12,438
|
| |
11,418
|
| |
12,763
|
Long-term debt
|
| |
6,648
|
| |
13,638
|
| |
16,682
|
| |
16,708
|
| |
16,536
|
Total stockholders’ equity
|
| |
11,013
|
| |
12,659
|
| |
25,885
|
| |
25,172
|
| |
26,045
|
|
| |
As of December 31,
|
| |
Six Months Ended June 30,
|
| |
Twelve Months
Ended June 30, 2021
|
|||||||||
(in millions)
|
| |
2018
|
| |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||
Adjusted EBITDA(1)
|
| |
$2,359
|
| |
$3,329
|
| |
$5,207
|
| |
$3,354
|
| |
$2,825
|
| |
$4,678
|
(1)
|
Adjusted EBITDA is defined as net earnings attributable to Centene before income tax expense, interest expense, depreciation, amortization (excluding senior note premium amortization), non-cash stock compensation expense, debt extinguishment costs, non-cash impairment and legal settlement expense.
|
|
| |
As of December 31,
|
| |
Six Months
Ended June 30,
|
| |
Twelve Months
Ended June 30, 2021
|
|||||||||
(in millions)
|
| |
2018
|
| |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||
Net earnings attributable to Centene Corporation
|
| |
$900
|
| |
$1,321
|
| |
$1,808
|
| |
$1,252
|
| |
$164
|
| |
$720
|
Income tax expense
|
| |
474
|
| |
473
|
| |
979
|
| |
827
|
| |
237
|
| |
389
|
Interest expense
|
| |
343
|
| |
412
|
| |
728
|
| |
367
|
| |
333
|
| |
694
|
Depreciation and amortization
|
| |
497
|
| |
645
|
| |
1,278
|
| |
628
|
| |
708
|
| |
1,358
|
Stock compensation expense
|
| |
145
|
| |
177
|
| |
281
|
| |
164
|
| |
87
|
| |
204
|
Impairment
|
| |
—
|
| |
271
|
| |
72
|
| |
72
|
| |
—
|
| |
—
|
Debt extinguishment costs
|
| |
—
|
| |
30
|
| |
61
|
| |
44
|
| |
46
|
| |
63
|
Legal settlement
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,250
|
| |
1,250
|
Adjusted EBITDA
|
| |
$2,359
|
| |
$3,329
|
| |
$5,207
|
| |
$3,354
|
| |
$2,825
|
| |
$4,678
|
•
|
we were insolvent or rendered insolvent by reason of the issuance of the additional 2.450% 2028 notes or the 2031 notes;
|
•
|
the issuance of the additional 2.450% 2028 notes or the 2031 notes left us with an unreasonably small amount of capital or assets to carry on its business;
|
•
|
we intended to, or believed that we would, incur debts beyond our ability to pay as they mature; or
|
•
|
we were a defendant in an action for money damages, or had a judgment for money damages docketed against us if, in either case, the judgment is unsatisfied after final judgment.
|
•
|
the sum of its debts, including contingent and unliquidated liabilities, was greater than the fair saleable value of all of its assets;
|
•
|
the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or
|
•
|
it could not pay its debts as they became due.
|
|
| |
As of June 30, 2021
|
||||||
(in millions, except shares in thousands)
|
| |
Actual
|
| |
Pro Forma As
Adjusted(1)
|
| |
Pro Forma As
Further
Adjusted
|
Cash and cash equivalents(2)
|
| |
$11,018
|
| |
$9,990
|
| |
$9,990
|
Current portion of long-term debt
|
| |
$253
|
| |
$253
|
| |
$253
|
Revolving credit facility(3)
|
| |
154
|
| |
212
|
| |
335
|
Term loan credit facility(4)
|
| |
1,450
|
| |
1,450
|
| |
2,200
|
Additional 2.450% 2028 notes and 2031 notes offered hereby(5)
|
| |
—
|
| |
—
|
| |
1,800
|
June 5.375% 2026 notes
|
| |
1,800
|
| |
1,800
|
| |
—
|
August 5.375% 2026 notes(6)
|
| |
790
|
| |
790
|
| |
—
|
4.25% 2027 notes(6)
|
| |
2,483
|
| |
2,483
|
| |
2,483
|
4.625% 2029 notes
|
| |
3,500
|
| |
3,500
|
| |
3,500
|
3.375% 2030 notes
|
| |
2,000
|
| |
2,000
|
| |
2,000
|
3.00% 2030 notes
|
| |
2,200
|
| |
2,200
|
| |
2,200
|
2.50% 2031 notes
|
| |
2,200
|
| |
2,200
|
| |
2,200
|
Existing 2.450% 2028 notes
|
| |
—
|
| |
1,800
|
| |
1,800
|
Other long-term debt(7)
|
| |
(41)
|
| |
(46)(8)
|
| |
(51)(9)
|
Total debt
|
| |
16,789
|
| |
18,642
|
| |
18,720
|
Redeemable noncontrolling interests(10)
|
| |
83
|
| |
83
|
| |
83
|
Shareholders’ equity:
|
| |
|
| |
|
| |
|
Preferred stock, $0.001 par value; authorized 10,000 shares; no shares issued or outstanding, actual and as adjusted
|
| |
—
|
| |
—
|
| |
—
|
Common stock, $0.001 par value; authorized 800,000 shares; 599,988 issued and 583,002 outstanding, actual, as adjusted and as further adjusted
|
| |
1
|
| |
1
|
| |
1
|
Additional paid-in capital
|
| |
19,545
|
| |
19,545
|
| |
19,545
|
Accumulated other comprehensive earnings
|
| |
239
|
| |
239
|
| |
239
|
Retained earnings
|
| |
6,956
|
| |
6,894(11)
|
| |
6,816(12)
|
Treasury stock, at cost (16,986 actual and as adjusted)
|
| |
(830)
|
| |
(830)
|
| |
(830)
|
Total Centene stockholders’ equity
|
| |
25,911
|
| |
25,849
|
| |
25,771
|
Noncontrolling interest
|
| |
134
|
| |
134
|
| |
134
|
Total stockholders’ equity
|
| |
26,045
|
| |
25,983
|
| |
25,905
|
Total capitalization
|
| |
$42,917
|
| |
$44,708
|
| |
$44,708
|
(1)
|
Reflects the payoff of $360 million of Magellan Health’s senior debt, $159 million term loan and $49 million in related make-whole premiums. Magellan balances are as of March 31, 2021.
|
(2)
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Reflects the use of $1,028 million of cash on hand to fund a portion of the cash consideration for the Magellan Acquisition.
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(3)
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As of June 30, 2021, under the Company Credit Facility, the Company has $154 million of borrowings outstanding under its $2.0 billion revolving credit facility. On a pro forma as adjusted basis, this reflects additional borrowings of $58 million to fund a portion of the cash consideration for the Magellan Acquisition. On a pro forma as further adjusted basis, this reflects further additional borrowings of $123 million to pay debt issuance costs and make-whole premiums associated with the early redemption of the 5.375% 2026 notes.
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(4)
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As of June 30, 2021, under the Company Credit Facility, the Company has $1.45 billion of borrowings under its term loan facility, which is fully drawn. On a pro forma as further adjusted basis, the Company has $2,200 million of borrowings outstanding under its term loan facility after giving effect to the Credit Facility Transactions and related additional borrowings, and is fully drawn. This capitalization table does not reflect an estimated $8 million of fees in connection with the Credit Facility Transactions and any additional borrowings under the Company Credit Facility.
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(5)
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These notes represent the aggregate principal amount of notes offered.
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(6)
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Includes unamortized premium or discount. This also includes the 5.375% stub notes, of which $2.782 million is outstanding.
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(7)
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Includes finance leases, construction loan payable, and debt issuance costs.
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(8)
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Adjusted for the estimated $24 million in debt issuance costs associated with the existing 2.450% 2028 notes and the assumption of $19 million of Magellan Health’s finance leases and other debt.
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(9)
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Adjusted for the estimated $20 million in estimated debt issuance costs associated with the additional 2.450% 2028 notes and 2031 notes offered hereby and the write-off of $15 million of unamortized debt issuance costs associated with the repayment of the 5.375% 2026 notes.
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(10)
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As a result of put option agreements, noncontrolling interest is considered redeemable and is classified in the redeemable noncontrolling interests section of the consolidated balance sheets. Noncontrolling interest is initially measured at fair value using the binomial lattice model as of the acquisition date. We have elected to accrete changes in the redemption value through additional paid-in capital over the period from the date of issuance to the earliest redemption date following the effective interest method.
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(11)
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Reflects $40 million of estimated acquisition closing costs, the recording of $49 million in estimated make-whole premiums associated with the early repayment of the Magellan Notes, partially offset by a gain of $27 million resulting from the fair value adjustment and repayment of the Magellan Notes.
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(12)
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Reflects the recording of $103 million in estimated make-whole premiums associated with the early repayment of the 5.375% 2026 notes and the write-off of $15 million in unamortized debt issuance costs associated with the repayment of the 5.375% 2026 notes, partially offset by the write-off of $40 million of unamortized premiums associated with the 5.375% stub notes.
|
•
|
will be senior unsecured obligations of Centene;
|
•
|
will be equal in right of payment to all existing and future senior Indebtedness of Centene, including Centene’s obligations under the 2026 exchange notes, the 2026 notes, the 2027 notes, the 2029 notes, the 2030 notes, the 3.00% 2030 notes, the 2.50% 2031 notes, the existing 2.450% 2028 notes, the 2.625% notes due 2031 offered hereby and the Company Credit Facility;
|
•
|
will be effectively junior to any existing or future secured Indebtedness of Centene to the extent of the value of the assets securing such Indebtedness; and
|
•
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will be senior in right of payment to any future subordinated Indebtedness of Centene.
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(1)
|
100% of the principal amount of the notes being redeemed on that redemption date, and
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(2)
|
the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed (exclusive of interest accrued to, but excluding, the date of redemption) that would be due if such notes matured on the Par Call Date, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points,
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(1)
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accept for payment all notes or portions of notes validly tendered and not withdrawn pursuant to the Change of Control Offer;
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(2)
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deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes validly tendered and not withdrawn; and
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(3)
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deliver or cause to be delivered to the Trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of the notes or portions of such notes being purchased by the Issuer.
|
(1)
|
either:
|
(a)
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the Issuer is the surviving Person; or
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(b)
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the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance, division or other disposition has been made (the “Surviving Entity”) is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that, in the case that the Surviving Entity is not a corporation, a corporation organized or existing under such laws is a co-obligor under the notes and the 2028 indenture;
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(2)
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the Surviving Entity expressly assumes pursuant to agreements reasonably satisfactory to the Trustee all the Obligations of the Issuer under the notes and the 2028 indenture; and
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(3)
|
immediately after giving effect to such transaction no Event of Default shall have occurred and be continuing.
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(1)
|
default for 30 consecutive days in the payment when due and payable of interest on the notes;
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(2)
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default in the payment when due and payable of the principal of or premium, if any, on the notes (upon maturity, redemption, required repurchase or otherwise);
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(3)
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failure by the Issuer or any of its Restricted Subsidiaries to comply with the covenant described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets;”
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(4)
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failure by the Issuer or any of its Restricted Subsidiaries for 30 consecutive days after notice to comply with the provisions described under the caption “—Repurchase at the Option of Holders Upon a Change of Control;”
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(5)
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failure by the Issuer for 120 days after notice to comply with the provisions described under the caption “—SEC Reports;”
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(6)
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failure by the Issuer or any of its Restricted Subsidiaries for 60 consecutive days after notice to the Issuer by the Trustee or the holders of at least 25.0% in aggregate principal amount of the notes then outstanding voting as a single class to comply with any of its other covenants or agreements in the 2028 indenture or such notes;
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(7)
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default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Issuer or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:
|
(a)
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is caused by a failure to pay principal of such Indebtedness at its express maturity prior to the expiration of any applicable grace period (a “Payment Default”); or
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(b)
|
results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates to $300 million or more;
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(8)
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failure by the Issuer or any of its Restricted Subsidiaries to pay final non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $300 million, which judgments are not paid, discharged or stayed for a period of 90 days; and
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(9)
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certain events of bankruptcy, insolvency or reorganization described in the 2028 indenture with respect to the Issuer or any Significant Subsidiary of the Issuer or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary, that remains for 90 days undismissed.
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(1)
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the rights of holders of outstanding notes to receive payments in respect of the principal of, or interest or premium, if any, on the notes when such payments are due from the trust referred to below;
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(2)
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the Issuer’s Obligations with respect to the notes concerning issuing temporary notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;
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(3)
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the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s Obligations in connection therewith; and
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(4)
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the Legal Defeasance and Covenant Defeasance provisions of the 2028 indenture.
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(1)
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the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the notes, cash in Dollars, non-callable Government Securities, or a combination of cash in Dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding notes on the Stated Maturity or on the redemption date, as the case may be, and the Issuer must specify whether the notes are being defeased to maturity or to a particular redemption date;
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(2)
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in the case of Legal Defeasance, the Issuer must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
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(3)
|
in the case of Covenant Defeasance, the Issuer must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
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(4)
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no Default or Event of Default with respect to the notes has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to make such deposit and the grant of any Lien securing such borrowing);
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(5)
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such Legal Defeasance or Covenant Defeasance must not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the 2028 indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;
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(6)
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the Issuer must deliver to the Trustee an officers’ certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of the notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others; and
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(7)
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the Issuer must deliver to the Trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance in respect of the notes have been complied with.
|
(1)
|
reduce the principal amount of the notes whose holders must consent to an amendment, supplement or waiver;
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(2)
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reduce the principal of or change the Stated Maturity of the notes or alter the provisions with respect to the redemption or repurchase of the notes (other than provisions and applicable definitions relating to the covenants described above under the caption “—Repurchase at the Option of Holders Upon a Change of Control”);
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(3)
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reduce the rate of or change the time for payment of interest on the notes;
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(4)
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waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the Payment Default that resulted from such acceleration);
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(5)
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make any such note payable in money other than that stated in such note;
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(6)
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make any change in the provisions (including applicable definitions) of the 2028 indenture relating to waivers of past Defaults or the rights of holders of the notes to receive payments of principal of, or interest or premium, if any, on the notes (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders Upon a Change of Control”);
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(7)
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waive a redemption or repurchase payment with respect to the notes (other than a payment required by the provisions related to the covenants described above under the caption “—Repurchase at the Option of Holders Upon a Change of Control”); or
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(8)
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make any change in the preceding amendment and waiver provisions.
|
(1)
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to cure any ambiguity, omission, mistake, defect, error or inconsistency;
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(2)
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to provide for uncertificated notes in addition to or in place of certificated notes;
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(3)
|
to provide for the assumption of the Issuer’s obligations to holders of notes in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s assets or any other transaction that complies with the 2028 indenture;
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(4)
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to make any change that would provide any additional rights or benefits to the holders of notes or that the Issuer determines in good faith (as certified in an officers’ certificate) does not materially and adversely affect the legal rights under the 2028 indenture of any such holder;
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(5)
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to provide for the issuance of Additional notes in accordance with the 2028 indenture;
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(6)
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to comply with requirements of the SEC in order to effect or maintain the qualification of the 2028 indenture under the Trust Indenture Act;
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(7)
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to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the notes;
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(8)
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to evidence and provide the acceptance of the appointment of a successor Trustee under the 2028 indenture;
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(9)
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to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the holders of notes as additional security for the payment and performance of the Issuer’s or a Guarantor’s Obligations under the 2028 indenture in any property or assets;
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(10)
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to comply with the rules of any applicable securities depositary;
|
(11)
|
to release a Guarantor from its Subsidiary Guarantee pursuant to the terms of the 2028 indenture when permitted or required pursuant to the terms of the 2028 indenture;
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(12)
|
to conform the text of the 2028 indenture, the notes or the Subsidiary Guarantees of the notes to the corresponding provision of this “Description of the Additional 2.450% 2028 Notes” or the “Description of Debt Securities” in the accompanying prospectus to the extent that such provision in this “Description of the Additional 2.450% 2028 Notes” or the “Description of Debt Securities” in the accompanying prospectus was intended to be a substantially verbatim recitation of a provision of the 2028 indenture, the notes or the Subsidiary Guarantees of the notes; or
|
(13)
|
to comply with the covenant described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets.”
|
(1)
|
either:
|
(a)
|
all notes issued thereunder that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or
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(b)
|
all notes issued thereunder that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable or redeemable within one year, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in Dollars, non-callable Government Securities, or a combination of cash in Dollars and non-callable Government Securities, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;
|
(2)
|
no Default or Event of Default with respect to the notes has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument (other than resulting from the borrowing of funds to be applied to make such deposit) to which the Issuer is a party or by which the Issuer is bound;
|
(3)
|
the Issuer has paid or caused to be paid all sums payable by it under the 2028 indenture; and
|
(4)
|
the Issuer has delivered irrevocable instructions to the Trustee under the 2028 indenture to apply the deposited money toward the payment of the notes issued thereunder at maturity or the redemption date, as the case may be.
|
(1)
|
Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and
|
(2)
|
Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
|
(1)
|
with respect to a corporation, the board of directors of the corporation;
|
(2)
|
with respect to a partnership, the board of directors of the general partner of the partnership;
|
(3)
|
with respect to a limited liability company, the managing member or members, any controlling committee of managing members or other governing body thereof; and
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(4)
|
with respect to any other Person, the board or committee of such Person serving a similar function.
|
(1)
|
in the case of a corporation, corporate stock;
|
(2)
|
in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
|
(3)
|
in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and
|
(4)
|
any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.
|
(1)
|
Dollars;
|
(2)
|
securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;
|
(3)
|
certificates of deposit, demand deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $250 million;
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(4)
|
repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above and clauses (5) and (6) below entered into with any financial institution meeting the qualifications specified in clause (3) above;
|
(5)
|
commercial paper rated at least A-1 by S&P or at least P-1 by Moody’s or at least F-1 by Fitch, and in each case maturing within one year after the date of acquisition;
|
(6)
|
readily marketable direct obligations issued by any state of the United States or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s, S&P or Fitch (or, if at any time none of Moody’s, S&P or Fitch shall be rating such obligations, an equivalent rating from another internationally recognized ratings agency) with maturities of 12 months or less from the date of acquisition; and
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(7)
|
money market or mutual funds substantially all of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition.
|
(1)
|
the consummation of a transaction giving rise to the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Centene and its Restricted Subsidiaries, taken as a whole, to any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d) of the Exchange Act, respectively);
|
(2)
|
the adoption of a plan relating to the liquidation or dissolution of Centene;
|
(3)
|
the consummation of any transaction (including any merger or consolidation) the result of which is that any “person” or “group” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 35.0% of the Voting Stock of Centene, measured by voting power rather than number of shares; or
|
(4)
|
Centene consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, Centene, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Centene or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of Centene outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance).
|
(1)
|
to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or
|
(2)
|
entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);
|
(1)
|
in respect of borrowed money;
|
(2)
|
evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof), but excluding letters of credit and surety bonds entered into in the ordinary course of business to the extent such letters of credit or surety bonds are not drawn upon;
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(3)
|
in respect of banker’s acceptances;
|
(4)
|
representing Capital Lease Obligations;
|
(5)
|
representing the balance deferred and unpaid of the purchase price of any property or services, except any such balance that constitutes an accrued expense or Trade Payable;
|
(6)
|
representing any Hedging Obligations; or
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(7)
|
Disqualified Stock of such Person or a Restricted Subsidiary in an amount equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or
|
(a)
|
the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and
|
(b)
|
the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness.
|
(1)
|
as to which neither Centene nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;
|
(2)
|
no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both, any holder of any other Indebtedness (other than the notes) of Centene or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and
|
(3)
|
as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Centene or any of its Restricted Subsidiaries.
|
(1)
|
Liens in favor of Centene or any of its Restricted Subsidiaries;
|
(2)
|
Liens on any property or assets of a Person existing at the time such Person is merged, amalgamated, consolidated with or into Centene or any Restricted Subsidiary of Centene; provided that such Liens were in existence prior to such merger, amalgamation or consolidation and not incurred in contemplation of such merger, amalgamation or consolidation and do not extend to any property or assets other than those of the Person merged, amalgamated or consolidated with or into Centene or the Restricted Subsidiary;
|
(3)
|
Liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings; provided, in each case, that appropriate reserves required pursuant to GAAP have been made in respect thereof;
|
(4)
|
Liens on any property or assets existing at the time of the acquisition thereof by Centene or any Restricted Subsidiary of Centene; provided that such Liens were in existence prior to such acquisition and not incurred or assumed in connection with, or in contemplation of, such acquisition and do not extend to any property or assets of Centene or the Restricted Subsidiary;
|
(5)
|
Liens to secure the performance of statutory Obligations, surety or appeal bonds, government contracts, performance bonds or other obligations of a like nature incurred in the ordinary course of business, including (i) Liens of landlords, carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under Employee Retirement Income Security Act of 1974);
|
(6)
|
Liens existing on the Issue Date;
|
(7)
|
Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by Centene and its Restricted Subsidiaries in the ordinary course of business;
|
(8)
|
[Reserved];
|
(9)
|
Liens securing Hedging Obligations of Centene or any of its Restricted Subsidiaries, which transactions or obligations are incurred in the ordinary course of business for bona fide hedging purposes (and not for speculative purposes) of Centene or its Restricted Subsidiaries (as determined in good faith by the Board of Directors or senior management of Centene);
|
(10)
|
Liens to secure Indebtedness (including Capital Lease Obligations) of the Issuer or any of its Restricted Subsidiaries represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Issuer or such Restricted Subsidiary in an aggregate principal amount not to exceed the greater of (x) $1,200.0 million and (y) 2.5% of Consolidated Total Assets at any time outstanding; provided that any such Lien (i) covers only the assets acquired, constructed or improved with such Indebtedness and (ii) is created within 270 days of such acquisition, construction or improvement;
|
(11)
|
Liens to secure Indebtedness of Centene’s Foreign Restricted Subsidiaries which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this clause (11) and then outstanding, does not exceed the greater of (x) $1,500.0 million and (y) 3.25% of the Issuer’s Consolidated Total Assets; provided that any such Lien covers only the assets of such Foreign Restricted Subsidiaries;
|
(12)
|
Liens securing (a) Real Estate Indebtedness not to exceed in the aggregate at any one time outstanding the greater of (x) $2,400.0 million or (y) 5.0% of the Issuer’s Consolidated Total Assets or (b) Indebtedness in respect of secured or unsecured letters of credit incurred by the Issuer or any Restricted Subsidiary of the Issuer in an aggregate principal amount not to exceed $750 million;
|
(13)
|
Liens required by any regulation, or order of or arrangement or agreement with any regulatory body or agency, so long as such Liens do not secure Indebtedness;
|
(14)
|
Liens on assets transferred to a Securitization Subsidiary or on assets of a Securitization Subsidiary, in either case, incurred in connection with a Qualified Securitization Transaction;
|
(15)
|
other Liens incurred in the ordinary course of business of Centene and its Restricted Subsidiaries with respect to Indebtedness in an aggregate principal amount, together with all Indebtedness incurred to refund, refinance or replace such Indebtedness (or refinancings, refundings or replacements thereof), that does not exceed 20.0% of Centene’s Consolidated Total Assets at any one time outstanding;
|
(16)
|
[Reserved];
|
(17)
|
Liens securing Acquired Debt or other Indebtedness, which, in the case of other Indebtedness, is incurred reasonably contemporaneously to finance an acquisition, merger, consolidation or amalgamation; provided, however, that any such Liens are limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof, or replacements of any thereof), (a) acquired, or (b) of any Person acquired by or merged, amalgamated or consolidated with or into the Issuer or any Restricted Subsidiary of the Issuer, in each case in any transaction to which such Indebtedness relates;
|
(18)
|
Liens on earnest money deposits of cash or Cash Equivalents, escrow arrangements or similar arrangements made by the Issuer or any Restricted Subsidiary of the Issuer in connection with any letter of intent or purchase agreement in respect of any Investment permitted under the indenture;
|
(19)
|
Liens to secure any modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement (or successive refinancings, refundings, restatements, exchanges, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (2), (4), (6), (10), (11), (12), (15), (17), (18), (24), (29) and (31) of this definition; provided, however, that (a) any such new Lien shall be limited to all or part of the same property that secured the original Lien, plus accessions, additions and improvements on such property, including (i) after-acquired property that is affixed or incorporated into the property covered by such Lien, and (ii) after-acquired property subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (b) the
|
(20)
|
Liens given to a public utility or any municipality, regulatory or governmental authority when required by such utility or authority in connection with the operations of that Person;
|
(21)
|
Liens securing Indebtedness in an aggregate principal amount not to exceed 1.50% of Consolidated Total Assets at any one time outstanding;
|
(22)
|
Liens relating to the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds or relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business;
|
(23)
|
Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or successor provision on items in the course of collection;
|
(24)
|
Liens to secure Indebtedness of any Subsidiary that is not a Guarantor, permitted to be incurred by the indenture, covering only the assets and properties of such Subsidiary;
|
(25)
|
Liens deemed to exist in connection with Investments in repurchase obligations permitted under clause (4) of the definition of “Cash Equivalents” above;
|
(26)
|
Liens arising by operation of law or contract on insurance policies and the proceeds thereof to secure the premiums with respect thereto, and Liens, pledges or deposits in the ordinary course of business securing liabilities for premiums or reimbursements or indemnification obligations of (including obligations in respect of letters of credit or bank guaranty for the benefits of) insurance carriers;
|
(27)
|
Liens on trusts, cash, Cash Equivalents or Investments used to satisfy and discharge, defease, repurchase or redeem Indebtedness or similar obligations; provided, however, that such satisfaction and discharge, defeasance, repurchase or redemption is otherwise permitted by the indenture;
|
(28)
|
Leases, licenses, subleases or sublicenses granted to others that do not (a) interfere in any material respect with the operation of the business of the Issuer or any of its Restricted Subsidiaries, taken as a whole, or (b) secure any Indebtedness;
|
(29)
|
Liens securing the notes and any Subsidiary Guarantees;
|
(30)
|
Liens securing judgments, orders or awards for the payment of money attachments (or appeal or other surety bonds relating to such judgments) not giving rise to an Event of Default; and
|
(31)
|
prior to the date on which an Investment is consummated, Liens arising from any escrow arrangement pursuant to which the proceeds of any equity issuance, debt issuance or Indebtedness or other funds (including any prefunded interest) used to finance all or a portion of such Investment are required to be held in escrow pending release to consummate such Investment.
|
(1)
|
that is designated a “Securitization Subsidiary” by the Board of Directors of Centene (or a duly authorized committee thereof);
|
(2)
|
that does not engage in any activities other than Qualified Securitization Transactions and any activity necessary or incidental thereto;
|
(3)
|
no portion of the Indebtedness or any other obligation, contingent or otherwise, of which:
|
(A)
|
is Guaranteed by Centene or any Subsidiary of Centene in any way other than pursuant to Standard Securitization Undertakings or Limited Originator Recourse,
|
(B)
|
is recourse to or obligates Centene or any other Subsidiary of Centene in any way other than pursuant to Standard Securitization Undertakings or Limited Originator Recourse, or
|
(C)
|
subjects any property or asset of Centene or any other Subsidiary of Centene, directly or indirectly, contingently or otherwise, to the satisfaction thereof other than pursuant to Standard Securitization Undertakings or Limited Originator Recourse;
|
(4)
|
with respect to which neither Centene nor any other Subsidiary of Centene has any obligation to maintain or preserve its financial condition or cause such entity to achieve certain levels of operating results; and
|
(5)
|
with which neither Centene nor any Subsidiary of Centene has any material contract, agreement, arrangement or understanding other than on terms no less favorable to Centene or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of Centene, other than Standard Securitization Undertakings and fees payable in the ordinary course of business in connection with servicing accounts receivable of such entity.
|
(1)
|
any corporation, association or other business entity of which more than 50.0% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and
|
(2)
|
any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).
|
(1)
|
has no Indebtedness other than Non-Recourse Debt;
|
(2)
|
is a Person with respect to which neither Centene nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and
|
(3)
|
has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Centene or any of its Restricted Subsidiaries.
|
(1)
|
upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the underwriters with portions of the principal amount of the Global Notes; and
|
(2)
|
ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Notes).
|
(1)
|
any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or
|
(2)
|
any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.
|
(1)
|
DTC (a) notifies Centene that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and in either event Centene fails to appoint a successor depositary within 90 days;
|
(2)
|
Centene in its sole discretion determines that such Global Note shall be exchangeable; or
|
(3)
|
there has occurred and is continuing an Event of Default.
|
•
|
will be senior unsecured obligations of Centene;
|
•
|
will be equal in right of payment to all existing and future senior Indebtedness of Centene, including Centene’s obligations under the 2026 exchange notes, the 2026 notes, the 2027 notes, the 2029 notes, the 2030 notes, the 3.00% 2030 notes, the 2.50% 2031 notes, the 2028 notes and the Company Credit Facility;
|
•
|
will be effectively junior to any existing or future secured Indebtedness of Centene to the extent of the value of the assets securing such Indebtedness; and
|
•
|
will be senior in right of payment to any future subordinated Indebtedness of Centene.
|
(1)
|
100% of the principal amount of the notes being redeemed on that redemption date, and
|
(2)
|
the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed (exclusive of interest accrued to, but excluding, the date of redemption) that would be due if such notes matured on the Par Call Date, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points,
|
(1)
|
accept for payment all notes or portions of notes validly tendered and not withdrawn pursuant to the Change of Control Offer;
|
(2)
|
deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes validly tendered and not withdrawn; and
|
(3)
|
deliver or cause to be delivered to the Trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of the notes or portions of such notes being purchased by the Issuer.
|
(1)
|
either:
|
(a)
|
the Issuer is the surviving Person; or
|
(b)
|
the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance, division or other disposition has been made (the “Surviving Entity”) is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that, in the case that the Surviving Entity is not a corporation, a corporation organized or existing under such laws is a co-obligor under the notes and the indenture;
|
(2)
|
the Surviving Entity expressly assumes pursuant to agreements reasonably satisfactory to the Trustee all the Obligations of the Issuer under the notes and the indenture; and
|
(3)
|
immediately after giving effect to such transaction no Event of Default shall have occurred and be continuing.
|
(1)
|
default for 30 consecutive days in the payment when due and payable of interest on the notes;
|
(2)
|
default in the payment when due and payable of the principal of or premium, if any, on the notes (upon maturity, redemption, required repurchase or otherwise);
|
(3)
|
failure by the Issuer or any of its Restricted Subsidiaries to comply with the covenant described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets;”
|
(4)
|
failure by the Issuer or any of its Restricted Subsidiaries for 30 consecutive days after notice to comply with the provisions described under the caption “—Repurchase at the Option of Holders Upon a Change of Control;”
|
(5)
|
failure by the Issuer for 120 days after notice to comply with the provisions described under the caption “—SEC Reports;”
|
(6)
|
failure by the Issuer or any of its Restricted Subsidiaries for 60 consecutive days after notice to the Issuer by the Trustee or the holders of at least 25.0% in aggregate principal amount of the notes then outstanding voting as a single class to comply with any of its other covenants or agreements in the indenture or such notes;
|
(7)
|
default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Issuer or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:
|
(a)
|
is caused by a failure to pay principal of such Indebtedness at its express maturity prior to the expiration of any applicable grace period (a “Payment Default”); or
|
(b)
|
results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates to $300 million or more;
|
(8)
|
failure by the Issuer or any of its Restricted Subsidiaries to pay final non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $300 million, which judgments are not paid, discharged or stayed for a period of 90 days; and
|
(9)
|
certain events of bankruptcy, insolvency or reorganization described in the indenture with respect to the Issuer or any Significant Subsidiary of the Issuer or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary, that remains for 90 days undismissed.
|
(1)
|
the rights of holders of outstanding notes to receive payments in respect of the principal of, or interest or premium, if any, on the notes when such payments are due from the trust referred to below;
|
(2)
|
the Issuer’s Obligations with respect to the notes concerning issuing temporary notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;
|
(3)
|
the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s Obligations in connection therewith; and
|
(4)
|
the Legal Defeasance and Covenant Defeasance provisions of the indenture.
|
(1)
|
the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the notes, cash in Dollars, non-callable Government Securities, or a combination of cash in Dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding notes on the Stated Maturity or on the redemption date, as the case may be, and the Issuer must specify whether the notes are being defeased to maturity or to a particular redemption date;
|
(2)
|
in the case of Legal Defeasance, the Issuer must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
|
(3)
|
in the case of Covenant Defeasance, the Issuer must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
|
(4)
|
no Default or Event of Default with respect to the notes has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to make such deposit and the grant of any Lien securing such borrowing);
|
(5)
|
such Legal Defeasance or Covenant Defeasance must not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;
|
(6)
|
the Issuer must deliver to the Trustee an officers’ certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of the notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others; and
|
(7)
|
the Issuer must deliver to the Trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance in respect of the notes have been complied with.
|
(1)
|
reduce the principal amount of the notes whose holders must consent to an amendment, supplement or waiver;
|
(2)
|
reduce the principal of or change the Stated Maturity of the notes or alter the provisions with respect to the redemption or repurchase of the notes (other than provisions and applicable definitions relating to the covenants described above under the caption “—Repurchase at the Option of Holders Upon a Change of Control”);
|
(3)
|
reduce the rate of or change the time for payment of interest on the notes;
|
(4)
|
waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the Payment Default that resulted from such acceleration);
|
(5)
|
make any such note payable in money other than that stated in such note;
|
(6)
|
make any change in the provisions (including applicable definitions) of the indenture relating to waivers of past Defaults or the rights of holders of the notes to receive payments of principal of, or interest or premium, if any, on the notes (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders Upon a Change of Control”);
|
(7)
|
waive a redemption or repurchase payment with respect to the notes (other than a payment required by the provisions related to the covenants described above under the caption “—Repurchase at the Option of Holders Upon a Change of Control”); or
|
(8)
|
make any change in the preceding amendment and waiver provisions.
|
(1)
|
to cure any ambiguity, omission, mistake, defect, error or inconsistency;
|
(2)
|
to provide for uncertificated notes in addition to or in place of certificated notes;
|
(3)
|
to provide for the assumption of the Issuer’s obligations to holders of notes in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s assets or any other transaction that complies with the indenture;
|
(4)
|
to make any change that would provide any additional rights or benefits to the holders of notes or that the Issuer determines in good faith (as certified in an officers’ certificate) does not materially and adversely affect the legal rights under the indenture of any such holder;
|
(5)
|
to provide for the issuance of Additional notes in accordance with the indenture;
|
(6)
|
to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;
|
(7)
|
to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the notes;
|
(8)
|
to evidence and provide the acceptance of the appointment of a successor Trustee under the indenture;
|
(9)
|
to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the holders of notes as additional security for the payment and performance of the Issuer’s or a Guarantor’s Obligations under the indenture in any property or assets;
|
(10)
|
to comply with the rules of any applicable securities depositary;
|
(11)
|
to release a Guarantor from its Subsidiary Guarantee pursuant to the terms of the indenture when permitted or required pursuant to the terms of the indenture;
|
(12)
|
to conform the text of the indenture, the notes or the Subsidiary Guarantees of the notes to the corresponding provision of this “Description of the 2031 Notes” or the “Description of Debt Securities” in the accompanying prospectus to the extent that such provision in this “Description of the 2031 Notes” or the “Description of Debt Securities” in the accompanying prospectus was intended to be a substantially verbatim recitation of a provision of the indenture, the notes or the Subsidiary Guarantees of the notes; or
|
(13)
|
to comply with the covenant described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets.”
|
(1)
|
either:
|
(a)
|
all notes issued thereunder that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or
|
(b)
|
all notes issued thereunder that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable or redeemable within one year, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in Dollars, non-callable Government Securities, or a combination of cash in Dollars and non-callable Government Securities, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;
|
(2)
|
no Default or Event of Default with respect to the notes has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument (other than resulting from the borrowing of funds to be applied to make such deposit) to which the Issuer is a party or by which the Issuer is bound;
|
(3)
|
the Issuer has paid or caused to be paid all sums payable by it under the indenture; and
|
(4)
|
the Issuer has delivered irrevocable instructions to the Trustee under the indenture to apply the deposited money toward the payment of the notes issued thereunder at maturity or the redemption date, as the case may be.
|
(1)
|
Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and
|
(2)
|
Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
|
(1)
|
with respect to a corporation, the board of directors of the corporation;
|
(2)
|
with respect to a partnership, the board of directors of the general partner of the partnership;
|
(3)
|
with respect to a limited liability company, the managing member or members, any controlling committee of managing members or other governing body thereof; and
|
(4)
|
with respect to any other Person, the board or committee of such Person serving a similar function.
|
(1)
|
in the case of a corporation, corporate stock;
|
(2)
|
in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
|
(3)
|
in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and
|
(4)
|
any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.
|
(1)
|
Dollars;
|
(2)
|
securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;
|
(3)
|
certificates of deposit, demand deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $250 million;
|
(4)
|
repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above and clauses (5) and (6) below entered into with any financial institution meeting the qualifications specified in clause (3) above;
|
(5)
|
commercial paper rated at least A-1 by S&P or at least P-1 by Moody’s or at least F-1 by Fitch, and in each case maturing within one year after the date of acquisition;
|
(6)
|
readily marketable direct obligations issued by any state of the United States or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s, S&P or Fitch (or, if at any time none of Moody’s, S&P or Fitch shall be rating such obligations, an equivalent rating from another internationally recognized ratings agency) with maturities of 12 months or less from the date of acquisition; and
|
(7)
|
money market or mutual funds substantially all of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition.
|
(1)
|
the consummation of a transaction giving rise to the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Centene and its Restricted Subsidiaries, taken as a whole, to any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d) of the Exchange Act, respectively);
|
(2)
|
the adoption of a plan relating to the liquidation or dissolution of Centene;
|
(3)
|
the consummation of any transaction (including any merger or consolidation) the result of which is that any “person” or “group” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 35.0% of the Voting Stock of Centene, measured by voting power rather than number of shares; or
|
(4)
|
Centene consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, Centene, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Centene or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of Centene outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance).
|
(1)
|
to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or
|
(2)
|
entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);
|
(1)
|
in respect of borrowed money;
|
(2)
|
evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof), but excluding letters of credit and surety bonds entered into in the ordinary course of business to the extent such letters of credit or surety bonds are not drawn upon;
|
(3)
|
in respect of banker’s acceptances;
|
(4)
|
representing Capital Lease Obligations;
|
(5)
|
representing the balance deferred and unpaid of the purchase price of any property or services, except any such balance that constitutes an accrued expense or Trade Payable;
|
(6)
|
representing any Hedging Obligations; or
|
(7)
|
Disqualified Stock of such Person or a Restricted Subsidiary in an amount equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP.
|
(a)
|
the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and
|
(b)
|
the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness.
|
(1)
|
as to which neither Centene nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;
|
(2)
|
no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both, any holder of any other Indebtedness (other than the notes) of Centene or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and
|
(3)
|
as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Centene or any of its Restricted Subsidiaries.
|
(1)
|
Liens in favor of Centene or any of its Restricted Subsidiaries;
|
(2)
|
Liens on any property or assets of a Person existing at the time such Person is merged, amalgamated, consolidated with or into Centene or any Restricted Subsidiary of Centene; provided that such Liens were in existence prior to such merger, amalgamation or consolidation and not incurred in contemplation of such merger, amalgamation or consolidation and do not extend to any property or assets other than those of the Person merged, amalgamated or consolidated with or into Centene or the Restricted Subsidiary;
|
(3)
|
Liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings; provided, in each case, that appropriate reserves required pursuant to GAAP have been made in respect thereof;
|
(4)
|
Liens on any property or assets existing at the time of the acquisition thereof by Centene or any Restricted Subsidiary of Centene; provided that such Liens were in existence prior to such acquisition and not incurred or assumed in connection with, or in contemplation of, such acquisition and do not extend to any property or assets of Centene or the Restricted Subsidiary;
|
(5)
|
Liens to secure the performance of statutory Obligations, surety or appeal bonds, government contracts, performance bonds or other obligations of a like nature incurred in the ordinary course of business, including (i) Liens of landlords, carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under Employee Retirement Income Security Act of 1974);
|
(6)
|
Liens existing on the Issue Date;
|
(7)
|
Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by Centene and its Restricted Subsidiaries in the ordinary course of business;
|
(8)
|
[Reserved];
|
(9)
|
Liens securing Hedging Obligations of Centene or any of its Restricted Subsidiaries, which transactions or obligations are incurred in the ordinary course of business for bona fide hedging purposes (and not for speculative purposes) of Centene or its Restricted Subsidiaries (as determined in good faith by the Board of Directors or senior management of Centene);
|
(10)
|
Liens to secure Indebtedness (including Capital Lease Obligations) of the Issuer or any of its Restricted Subsidiaries represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Issuer or such Restricted Subsidiary in an aggregate principal amount not to exceed the greater of
|
(11)
|
Liens to secure Indebtedness of Centene’s Foreign Restricted Subsidiaries which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this clause (11) and then outstanding, does not exceed the greater of (x) $1,500.0 million and (y) 3.25% of the Issuer’s Consolidated Total Assets; provided that any such Lien covers only the assets of such Foreign Restricted Subsidiaries;
|
(12)
|
Liens securing (a) Real Estate Indebtedness not to exceed in the aggregate at any one time outstanding the greater of (x) $2,400.0 million or (y) 5.0% of the Issuer’s Consolidated Total Assets or (b) Indebtedness in respect of secured or unsecured letters of credit incurred by the Issuer or any Restricted Subsidiary of the Issuer in an aggregate principal amount not to exceed $750 million;
|
(13)
|
Liens required by any regulation, or order of or arrangement or agreement with any regulatory body or agency, so long as such Liens do not secure Indebtedness;
|
(14)
|
Liens on assets transferred to a Securitization Subsidiary or on assets of a Securitization Subsidiary, in either case, incurred in connection with a Qualified Securitization Transaction;
|
(15)
|
other Liens incurred in the ordinary course of business of Centene and its Restricted Subsidiaries with respect to Indebtedness in an aggregate principal amount, together with all Indebtedness incurred to refund, refinance or replace such Indebtedness (or refinancings, refundings or replacements thereof), that does not exceed 20.0% of Centene’s Consolidated Total Assets at any one time outstanding;
|
(16)
|
[Reserved];
|
(17)
|
Liens securing Acquired Debt or other Indebtedness, which, in the case of other Indebtedness, is incurred reasonably contemporaneously to finance an acquisition, merger, consolidation or amalgamation; provided, however, that any such Liens are limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof, or replacements of any thereof), (a) acquired, or (b) of any Person acquired by or merged, amalgamated or consolidated with or into the Issuer or any Restricted Subsidiary of the Issuer, in each case in any transaction to which such Indebtedness relates;
|
(18)
|
Liens on earnest money deposits of cash or Cash Equivalents, escrow arrangements or similar arrangements made by the Issuer or any Restricted Subsidiary of the Issuer in connection with any letter of intent or purchase agreement in respect of any Investment permitted under the indenture;
|
(19)
|
Liens to secure any modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement (or successive refinancings, refundings, restatements, exchanges, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (2), (4), (6), (10), (11), (12), (15), (17), (18), (24), (29) and (31) of this definition; provided, however, that (a) any such new Lien shall be limited to all or part of the same property that secured the original Lien, plus accessions, additions and improvements on such property, including (i) after-acquired property that is affixed or incorporated into the property covered by such Lien, and (ii) after-acquired property subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (2), (4), (6), (10), (11), (12), (15), (17), (18), (24), (29) and (31) of this definition at the time the original Lien became a Permitted Lien under the indenture, and (ii) an amount necessary to pay accrued but unpaid interest on such Indebtedness and any dividend, premium (including tender premiums), defeasance costs, underwriting discounts and any fees, costs and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with such modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement;
|
(20)
|
Liens given to a public utility or any municipality, regulatory or governmental authority when required by such utility or authority in connection with the operations of that Person;
|
(21)
|
Liens securing Indebtedness in an aggregate principal amount not to exceed 1.50% of Consolidated Total Assets at any one time outstanding;
|
(22)
|
Liens relating to the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds or relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business;
|
(23)
|
Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or successor provision on items in the course of collection;
|
(24)
|
Liens to secure Indebtedness of any Subsidiary that is not a Guarantor, permitted to be incurred by the indenture, covering only the assets and properties of such Subsidiary;
|
(25)
|
Liens deemed to exist in connection with Investments in repurchase obligations permitted under clause (4) of the definition of “Cash Equivalents” above;
|
(26)
|
Liens arising by operation of law or contract on insurance policies and the proceeds thereof to secure the premiums with respect thereto, and Liens, pledges or deposits in the ordinary course of business securing liabilities for premiums or reimbursements or indemnification obligations of (including obligations in respect of letters of credit or bank guaranty for the benefits of) insurance carriers;
|
(27)
|
Liens on trusts, cash, Cash Equivalents or Investments used to satisfy and discharge, defease, repurchase or redeem Indebtedness or similar obligations; provided, however, that such satisfaction and discharge, defeasance, repurchase or redemption is otherwise permitted by the indenture;
|
(28)
|
Leases, licenses, subleases or sublicenses granted to others that do not (a) interfere in any material respect with the operation of the business of the Issuer or any of its Restricted Subsidiaries, taken as a whole, or (b) secure any Indebtedness;
|
(29)
|
Liens securing the notes and any Subsidiary Guarantees;
|
(30)
|
Liens securing judgments, orders or awards for the payment of money attachments (or appeal or other surety bonds relating to such judgments) not giving rise to an Event of Default; and
|
(31)
|
prior to the date on which an Investment is consummated, Liens arising from any escrow arrangement pursuant to which the proceeds of any equity issuance, debt issuance or Indebtedness or other funds (including any prefunded interest) used to finance all or a portion of such Investment are required to be held in escrow pending release to consummate such Investment.
|
(1)
|
that is designated a “Securitization Subsidiary” by the Board of Directors of Centene (or a duly authorized committee thereof);
|
(2)
|
that does not engage in any activities other than Qualified Securitization Transactions and any activity necessary or incidental thereto;
|
(3)
|
no portion of the Indebtedness or any other obligation, contingent or otherwise, of which:
|
(A)
|
is Guaranteed by Centene or any Subsidiary of Centene in any way other than pursuant to Standard Securitization Undertakings or Limited Originator Recourse,
|
(B)
|
is recourse to or obligates Centene or any other Subsidiary of Centene in any way other than pursuant to Standard Securitization Undertakings or Limited Originator Recourse, or
|
(C)
|
subjects any property or asset of Centene or any other Subsidiary of Centene, directly or indirectly, contingently or otherwise, to the satisfaction thereof other than pursuant to Standard Securitization Undertakings or Limited Originator Recourse;
|
(4)
|
with respect to which neither Centene nor any other Subsidiary of Centene has any obligation to maintain or preserve its financial condition or cause such entity to achieve certain levels of operating results; and
|
(5)
|
with which neither Centene nor any Subsidiary of Centene has any material contract, agreement, arrangement or understanding other than on terms no less favorable to Centene or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of Centene, other than Standard Securitization Undertakings and fees payable in the ordinary course of business in connection with servicing accounts receivable of such entity.
|
(1)
|
any corporation, association or other business entity of which more than 50.0% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and
|
(2)
|
any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).
|
(1)
|
has no Indebtedness other than Non-Recourse Debt;
|
(2)
|
is a Person with respect to which neither Centene nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and
|
(3)
|
has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Centene or any of its Restricted Subsidiaries.
|
(1)
|
upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the underwriters with portions of the principal amount of the Global Notes; and
|
(2)
|
ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Notes).
|
(1)
|
any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or
|
(2)
|
any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.
|
(1)
|
DTC (a) notifies Centene that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and in either event Centene fails to appoint a successor depositary within 90 days;
|
(2)
|
Centene in its sole discretion determines that such Global Note shall be exchangeable; or
|
(3)
|
there has occurred and is continuing an Event of Default.
|
Underwriter
|
| |
Principal
Amount of 2028
Notes to be
Purchased
|
| |
Principal
Amount of 2031
Notes to be
purchased
|
J.P. Morgan Securities LLC
|
| |
$120,000,000
|
| |
$312,000,000
|
BofA Securities, Inc.
|
| |
$50,000,000
|
| |
$130,000,000
|
Truist Securities, Inc.
|
| |
$50,000,000
|
| |
$130,000,000
|
Wells Fargo Securities, LLC
|
| |
$50,000,000
|
| |
$130,000,000
|
Barclays Capital Inc.
|
| |
$45,000,000
|
| |
$117,000,000
|
MUFG Securities Americas Inc.
|
| |
$35,000,000
|
| |
$91,000,000
|
Fifth Third Securities, Inc.
|
| |
$30,000,000
|
| |
$78,000,000
|
U.S. Bancorp Investments, Inc.
|
| |
$30,000,000
|
| |
$78,000,000
|
Regions Securities LLC
|
| |
$30,000,000
|
| |
$78,000,000
|
PNC Capital Markets LLC
|
| |
$15,000,000
|
| |
$39,000,000
|
BMO Capital Markets Corp.
|
| |
$15,000,000
|
| |
$39,000,000
|
Allen & Company LLC
|
| |
$10,000,000
|
| |
$26,000,000
|
Stifel, Nicolaus & Company, Incorporated
|
| |
$10,000,000
|
| |
$26,000,000
|
CIBC World Markets Corp.
|
| |
$10,000,000
|
| |
$26,000,000
|
Total
|
| |
$500,000,000
|
| |
$1,300,000,000
|
Per Additional 2.450% 2028 Note
|
| |
Total
|
0.875%
|
| |
$4,375,000
|
Per 2031 Note
|
| |
Total
|
0.875%
|
| |
$11,375,000
|
•
|
Over-allotment involves sales in excess of the offering size, which creates a short position for the underwriters.
|
•
|
Stabilizing transactions involve bids to purchase the additional 2.450% 2028 notes and the 2031 notes in the open market for the purpose of pegging, fixing or maintaining the price of the additional 2.450% 2028 notes and the 2031 notes.
|
•
|
Syndicate covering transactions involve purchases of the additional 2.450% 2028 notes and the 2031 notes in the open market after the distribution has been completed in order to cover short positions.
|
(a)
|
a corporation (which is not an Accredited Investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an Accredited Investor; or
|
(b)
|
a trust (where the trustee is not an Accredited Investor), the sole purpose of which is to hold investments and each beneficiary of the trust is an individual who is an Accredited Investor,
|
(1)
|
to an Institutional Investor, or an Accredited Investor or other Relevant Person, or which arises from an offer referred to in Section 275(1A) of the SFA (in the case of that corporation) or Section 276(4)(i)(B) of the SFA (in the case of that trust);
|
(2)
|
where no consideration is or will be given for the transfer;
|
(3)
|
where the transfer is by operation of law;
|
(4)
|
as specified in Section 276(7) of the SFA; or
|
(5)
|
as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities based Derivatives Contracts) Regulations 2018.
|
•
|
our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 18, 2020;
|
•
|
our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 filed with the SEC on April 28, 2020;
|
•
|
our Current Reports on Form 8-K filed with the SEC on January 9, 2020, January 15, 2020, January 22, 2020, January 23, 2020 (other than Item 7.01 and exhibits related thereto), January 28, 2020, February 5, 2020, February 5, 2020, February 13, 2020, February 21, 2020, February 26, 2020, April 2, 2020 and May 1, 2020;
|
•
|
the portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 13, 2020 that are incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2019; and
|
•
|
the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on October 14, 2003, as amended by our Forms 8-A/A filed with the SEC on December 17, 2004 and April 26, 2007, including any amendments or reports filed for the purpose of updating such description.
|
•
|
uncertainty as to our expected financial performance following completion of the WellCare Acquisition;
|
•
|
the possibility that the expected synergies and value creation from the WellCare Acquisition will not be realized, or will not be realized within the expected time period;
|
•
|
the risk that unexpected costs will be incurred in connection with the integration of the WellCare Acquisition or that the integration of WellCare will be more difficult or time consuming than expected;
|
•
|
unexpected costs, charges or expenses resulting from the WellCare Acquisition;
|
•
|
the inability to retain key personnel;
|
•
|
disruption from the completion and integration of the WellCare Acquisition, 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;
|
•
|
the risk that we may not be able to effectively manage our expanded operations;
|
•
|
our ability to accurately predict and effectively manage health benefits and other operating expenses and reserves;
|
•
|
competition;
|
•
|
membership and revenue declines or unexpected trends;
|
•
|
disasters or major epidemics;
|
•
|
the impact of the COVID-19 pandemic and response by governments and other third parties;
|
•
|
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 and the Health Care and Education Affordability Reconciliation Act, collectively referred to as the Affordable Care Act (ACA) and any regulations enacted thereunder that may result from changing political conditions or judicial actions, including the ultimate outcome in “Texas v. United States of America” regarding the constitutionality of the ACA
|
•
|
rate cuts or other payment reductions or delays by governmental payors and other risks and uncertainties affecting our government businesses;
|
•
|
our ability to adequately price products on the Health Insurance Marketplaces and other commercial and Medicare products;
|
•
|
tax matters;
|
•
|
the outcome of legal and regulatory proceedings;
|
•
|
changes in expected contract start dates;
|
•
|
provider, state, federal and other contract changes and timing of regulatory approval of contracts;
|
•
|
the expiration, suspension, or termination of our 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 pending or future litigation or government investigations;
|
•
|
challenges to our contract awards;
|
•
|
cyber-attacks or other privacy or data security incidents;
|
•
|
the possibility that the expected synergies and value creation from acquired businesses, including businesses we may acquire in the future, will not be realized, or will not be realized within the expected time period;
|
•
|
the exertion of management’s time and our 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;
|
•
|
disruption caused by significant completed and pending acquisitions, including, among others, the WellCare Acquisition, 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;
|
•
|
the risk that we may not be able to effectively manage our operations as they have expanded as a result of the WellCare Acquisition;
|
•
|
restrictions and limitations in connection with our indebtedness;
|
•
|
our 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
|
•
|
the risk that the unaudited pro forma condensed combined financial incorporated by reference in this prospectus may not be reflective of our operating results and financial condition following the completion of the WellCare Acquisition.
|
•
|
the title and any limit on the aggregate principal amount of the debt securities and whether the debt securities will be senior or subordinated;
|
•
|
the price at which we are offering the debt securities, usually expressed as a percentage of the principal amount;
|
•
|
the date or dates on which the debt securities of a series will be issued, and on which the principal of and any premium on such debt securities, or any installments thereof, will mature or the method of determining such date or dates;
|
•
|
the rate or rates, which may be fixed or variable at which such debt securities will bear interest or the method of calculating such rate or rates, if any;
|
•
|
the date or dates from which any interest will accrue or the method of determining such dates;
|
•
|
the date or dates on which any interest will be payable and the applicable record dates;
|
•
|
the place or places where principal of, premium, if any, and interest, if any, on such debt securities, or installments thereof, if any, will be payable;
|
•
|
any of our obligations to redeem, repay, purchase or offer to purchase the debt securities pursuant to any mandatory redemption, sinking fund or analogous provisions or upon other conditions or at the option of the holders of the debt securities and the periods, prices and the other terms and conditions of such redemption or repurchase, in whole or in part;
|
•
|
any of our rights to redeem the debt securities at our option and the periods, prices and the other terms and conditions of such redemption, in whole or in part;
|
•
|
if denominations other than $1,000 and any integral multiple thereof in the case of debt securities in registered form, or $1,000 and $5,000 in the case of debt securities in bearer form, the denominations in which such debt securities will be issued;
|
•
|
whether the debt securities are original issue discount securities (as described below under “-Original Issue Discount Securities”) and the amount of discount;
|
•
|
whether such debt securities are secured or unsecured and any collateral securing such debt securities;
|
•
|
the provisions for payment of additional amounts or tax redemptions, if any;
|
•
|
any addition to, or modification or deletion of, any event of default or covenant specified in the Indenture with respect to such debt securities;
|
•
|
whether the debt securities of the series shall be issued in whole or in part in certified form;
|
•
|
the designation, if any, of any depositaries, trustees, paying agents, authenticating agents, security registrars or other agents with respect to the debt securities of such series;
|
•
|
if other than the entire principal amount, the portion of the principal amount of debt securities which becomes payable upon a declaration of acceleration of maturity or the method of determining such portion;
|
•
|
in the case of the subordinated debt securities, the subordination provisions pertaining to such debt securities;
|
•
|
material federal income tax considerations, if applicable; and
|
•
|
any other special terms pertaining to such debt securities.
|
(1)
|
either:
|
(a)
|
we are the surviving corporation; or
|
(b)
|
the person formed by or surviving any such consolidation or merger (if other than us) or to which such sale, assignment, transfer, conveyance, division or other disposition has been made (the “Surviving Entity”) is a person organized or existing under the laws of the United States of America, any state thereof or the District of Columbia.
|
(2)
|
the Surviving Entity expressly assumes pursuant to a supplemental indenture all our obligations under the debt securities and the Indenture pursuant to agreements reasonably satisfactory to the trustee;
|
(3)
|
immediately after giving effect to such transaction no default or event of default shall have occurred and be continuing.
|
(1)
|
reduce the principal amount of debt securities whose holders must consent to an amendment, supplement or waiver;
|
(2)
|
reduce the principal of or change the stated maturity of any debt security;
|
(3)
|
reduce the rate of or change the time for payment of interest on any debt security;
|
(4)
|
waive a default or event of default in the payment of principal of, or interest or premium, if any, on the debt securities of any series (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of any series and a waiver of the payment default that resulted from such acceleration);
|
(5)
|
make any debt securities of any series payable in money other than that stated in the debt securities of such series;
|
(6)
|
in the case of subordinated debt securities of any series, modify any of the subordination provisions or the definition of senior debt relating to such series in a manner adverse to the holders of such subordinated debt securities;
|
(7)
|
make any change in the provisions (including applicable definitions) of the Indenture relating to waivers of past defaults or the rights of holders of debt securities of any series to receive payments of principal of, or interest or premium, if any, on the debt securities of such series;
|
(8)
|
waive a redemption payment with respect to any debt security of any series; or
|
(9)
|
make any change in the preceding amendment and waiver provisions.
|
(1)
|
to cure any ambiguity, omission, mistake, defect, error or inconsistency;
|
(2)
|
to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
|
(3)
|
to provide for the assumption of our obligations to holders of debt securities in the case of a merger or consolidation or sale of all or substantially all of our assets or any other transaction that complies with the Indenture;
|
(4)
|
to make any change that would provide any additional rights or benefits to the holders of debt securities or that does not adversely affect the legal rights under the Indenture of any such holder;
|
(5)
|
to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;
|
(6)
|
to allow any guarantor to execute a supplemental indenture and/or a guarantee with respect to the debt securities of any one or more series;
|
(7)
|
to provide for the issuance of and establish the form and terms and conditions of debt securities as permitted by the Indenture;
|
(8)
|
to add to our covenants such further covenants, restrictions, conditions or provisions as we shall consider to be for the protection of the holders of debt securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default permitting the enforcement of all or any of the several remedies provided in the Indenture; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an
|
(9)
|
to evidence and provide the acceptance of the appointment of a successor trustee under the Indenture with respect to the debt securities and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee;
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(10)
|
to mortgage, pledge, hypothecate or grant a security interest in favor of the trustee for the benefit of the holders of debt securities as additional security for the payment and performance of our or a guarantor’s obligations under the Indenture in any property or assets;
|
(11)
|
to add to, change, or eliminate any of the provisions of the Indenture in respect of the debt securities, provided that any such addition, change, or elimination (i) will neither (A) apply to any debt security created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the holder of any such debt security with respect to such provision or (ii) will become effective only when there is no such debt security outstanding;
|
(12)
|
to comply with the rules of any applicable securities depositary;
|
(13)
|
to release a guarantor from its subsidiary guarantee pursuant to the terms of the Indenture when permitted or required pursuant to the terms of the Indenture; or
|
(14)
|
to comply with the covenant relating to mergers, consolidations and sales of assets.
|
(1)
|
default for 30 consecutive days in the payment when due and payable of interest on the debt securities of that series;
|
(2)
|
default in the payment when due and payable of the principal of or premium, if any, on the debt securities of that series (upon maturity, redemption, required repurchase or otherwise);
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(3)
|
default in the deposit of any sinking fund payment, when and as due in respect of any debt security of that series;
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(4)
|
failure by us or any of our restricted subsidiaries to comply with the provisions described under the caption “—Consolidation, Merger, Conveyance, Sale of Assets and Other Transfers;”
|
(5)
|
failure by us for 60 consecutive days after notice to us by the trustee or the holders of at least 25% in aggregate principal amount of the debt securities of that series then outstanding to comply with any of its other covenants or agreements in the Indenture or the debt securities of that series (other than a covenant or warranty that has been included in the Indenture solely for the benefit of debt securities of a series other than that series);
|
(6)
|
certain events of bankruptcy, insolvency or reorganization described in the Indenture with respect to us.
|
(7)
|
any other event of default provided with respect to debt securities, which is specified in a board resolution, a supplemental indenture hereto or an officers’ certificate, in accordance with the terms of the Indenture.
|
(1)
|
the rights of holders of outstanding debt securities of such series to receive payments in respect of the principal of, or interest or premium, if any, on such debt securities of such series when such payments are due from the trust referred to below;
|
(2)
|
our obligations with respect to the debt securities of such series concerning issuing temporary debt securities, mutilated, destroyed, lost or stolen debt securities and the maintenance of an office or agency for payment and money for security payments held in trust;
|
(3)
|
the rights, powers, trusts, duties and immunities of the trustee, and our obligations in connection therewith; and
|
(4)
|
the defeasance provisions of the Indenture.
|
(1)
|
we must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the debt securities of such series, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of (including mandatory sinking fund or analogous payments, if any), or interest and premium, if any, on the outstanding debt securities of such series on the stated maturity or on the applicable redemption date, as the case may be, and we must specify whether the debt securities of such series are being defeased to maturity or to a particular redemption date;
|
(2)
|
in the case of Legal Defeasance, we must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) we have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding debt securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
|
(3)
|
in the case of Covenant Defeasance, we have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding debt securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
|
(4)
|
no default or event of default has occurred and is continuing with respect to the debt securities of such series on the date of such deposit (other than a default or event of default resulting from the borrowing of funds to be applied to such deposit and the grant of any lien securing such borrowing);
|
(5)
|
such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which we or any of our subsidiaries is a party or by which we or any of our subsidiaries is bound;
|
(6)
|
we must deliver to the trustee an officers’ certificate stating that the deposit was not made by us with the intent of preferring the holders of such series of debt securities over our other creditors with the intent of defeating, hindering, delaying or defrauding our creditors or others; and
|
(7)
|
we must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.
|
(1)
|
either:
|
(a)
|
all debt securities of any series that have been authenticated, except lost, stolen or destroyed debt securities that have been replaced or paid and debt securities for whose payment money has been deposited in trust and thereafter repaid to us, have been delivered to the trustee for cancellation; or
|
(b)
|
all debt securities of any series that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable or redeemable within one year, and we have irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the debt securities of such series not delivered to the trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;
|
(2)
|
no default or event of default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a default or event of default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which we are a party or by which we are bound;
|
(3)
|
we have paid or caused to be paid all sums payable by it under the Indenture; and
|
(4)
|
we have delivered irrevocable instructions to the trustee under the Indenture to apply the deposited money toward the payment of the debt securities of such series at maturity or the redemption date, as the case may be.
|
•
|
delaying, deferring or preventing a change in control of Centene;
|
•
|
delaying, deferring or preventing the removal of our existing management or directors;
|
•
|
deterring potential acquirers from making an offer to our stockholders; and
|
•
|
limiting our stockholders’ opportunity to realize premiums over prevailing market prices of our common stock in connection with offers by potential acquirers.
|
•
|
a requirement that the vote of 75% of the outstanding shares of our common stock (and any other voting shares that may be outstanding) entitled to vote generally in the election of directors is required to remove a director, with or without cause;
|
•
|
a requirement that the vote of 75% of the outstanding shares of our common stock (and any other voting shares that may be outstanding) entitled to vote generally in the election of directors is required for the stockholders to adopt, amend, alter or repeal our amended and restated by-laws; and
|
•
|
a requirement that any amendment or repeal of specified provisions of Centene’s certificate of incorporation (including provisions relating to directors and amendment of our amended and restated by-laws) must be approved by at least 75% of the outstanding shares of our common stock (and any other voting shares that may be outstanding) entitled to vote generally in the election of directors.
|
•
|
subject to redemption at such time or times and at such price or prices;
|
•
|
entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series;
|
•
|
entitled to such rights upon the dissolution of Centene or upon any distribution of Centene’s assets; or
|
•
|
convertible into, or exchangeable for, shares of any other class or classes of stock or of any other series of the same or any other class or classes of stock of Centene at such price or prices or at such rates of exchange and with such adjustments as the board may determine.
|
•
|
the title and the aggregate number of warrants;
|
•
|
the offering price for the warrants (if any);
|
•
|
the designation and terms of the securities purchasable upon exercise of the warrants;
|
•
|
the dates on which the right to exercise such warrants commence and expire;
|
•
|
the price or prices at which such warrants are exercisable;
|
•
|
the currency or currencies in which the offering price (if any) and the exercise price for such warrants are payable;
|
•
|
the periods during which and the places at which such warrants are exercisable;
|
•
|
the date (if any) on and after which such warrants and the securities purchasable upon exercise of such warrants will be separately transferable;
|
•
|
the redemption or call provisions (if any) applicable to the warrants;
|
•
|
the identity of the warrant agent;
|
•
|
the exchanges (if any) on which such warrants may be listed;
|
•
|
information with respect to book-entry procedures, if any;
|
•
|
a discussion of material U.S. federal income tax considerations; and
|
•
|
any other terms of or material information about such warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
|
•
|
through agents or dealers;
|
•
|
to or through underwriters;
|
•
|
directly by us and/or the selling stockholders to purchasers; or
|
•
|
a combination of any such methods of sale; and
|
•
|
any other method permitted pursuant to applicable law.
|
Joint Active Book-Running Managers
|
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|
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J.P. Morgan
|
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|
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BofA Securities
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Truist Securities
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Wells Fargo Securities
|
Barclays
|
Co-Managers
|
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|
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MUFG
|
Fifth Third Securities
|
US Bancorp
|
Regions Securities LLC
|
|
||||
PNC Capital Markets LLC
|
BMO Capital Markets
|
Allen & Company LLC
|
Stifel
|
CIBC Capital Markets
|
1 Year Centene Chart |
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