ST. LOUIS, June 24, 2021 /PRNewswire/ — Centene Corporation (NYSE: CNC) (“Centene” or the “Enterprise“) introduced right now that it has commenced an underwritten community providing to market $1,800,000,000 of senior notes due 2028 (the “Notes“), matter to current market and other conditions.
Centene intends to use the internet proceeds from the giving of the Notes to finance a portion of the money consideration payable in relationship with Centene’s formerly introduced acquisition of Magellan Overall health Inc. (“Magellan Well being” and this sort of proposed acquisition, the “Magellan Acquisition“) and to spend linked fees and costs. The closing of the giving is not conditioned on the closing of the Magellan Acquisition. If the Magellan Acquisition is not accomplished, Centene expects to use the net proceeds of the featuring for financial debt reimbursement and typical company purposes.
J.P. Morgan, Barclays, BofA Securities, Truist Securities and Wells Fargo Securities are acting as joint guide-managing supervisors for the giving of the Notes.
This providing is getting created pursuant to an efficient shelf registration assertion and prospectus and a relevant preliminary prospectus dietary supplement submitted by the Organization with the Securities and Trade Fee (the “SEC“). Prior to you devote, you should read the prospectus and the associated preliminary prospectus supplement, the registration statement and other documents that Centene has filed with the SEC for a lot more finish details about Centene and this featuring.
Copies of the prospectus supplement and relevant prospectuses for this featuring can be received from J.P. Morgan Securities LLC, c/o Broadridge Fiscal Alternatives, 1155 Extensive Island Avenue, Edgewood, NY 11717 or by calling +1 (866) 803-9204 from Barclays Funds Inc., c/o Broadridge Economical Options, 1155 Extended Island Avenue, Edgewood, NY 11717, by e-mail at [email protected], or by contacting (888) 603-5847 from BofA Securities, NC1-004-03-43, 200 North College Avenue, 3rd flooring, Charlotte, NC 28255-0001, Attn: Prospectus Office or by electronic mail at [email protected] from Truist Securities by electronic mail at [email protected] and from Wells Fargo Securities, LLC, 550 S. Tryon Avenue, 5th Ground, Charlotte, North Carolina 28202, Interest: Leveraged Syndicate.
This push launch is neither an provide to buy nor a solicitation of an give to get any securities, which includes the Notes. There shall not be any sale of the securities described herein in any state or other jurisdiction in which such provide, solicitation or sale would be illegal prior to registration or qualification under the securities guidelines of any these point out or other jurisdiction.
About Centene Company
Centene Company, a Fortune 25 company, is a foremost multi-nationwide health care business that is committed to assisting individuals dwell much healthier life. The Organization can take a community solution – with neighborhood models and area groups – to provide thoroughly integrated, large-excellent, and value-efficient companies to authorities-sponsored and industrial healthcare packages, concentrating on beneath-insured and uninsured individuals. Centene provides economical and superior-quality products to nearly 1 in 15 folks throughout the nation, like Medicaid and Medicare customers (together with Medicare Prescription Drug Programs) as very well as individuals and family members served by the Health and fitness Insurance coverage Market, the TRICARE system, and individuals in correctional services. The Organization also serves several international markets, and contracts with other healthcare and industrial organizations to supply a assortment of specialty products and services focused on treating the full man or woman. Centene focuses on extended-time period growth and the progress of its persons, methods and abilities so that it can much better serve its members, companies, regional communities, and governing administration companions.
Cautionary Statements on Ahead-Hunting Statements of Centene Company
All statements, other than statements of current or historic reality, contained in this communication are forward-wanting statements. Devoid of limiting the foregoing, ahead-on the lookout statements frequently use terms this kind of as “believe,” “anticipate,” “strategy,” “expect,” “estimate,” “intend,” “find,” “goal,” “goal,” “could,” “will,” “would,” “could,” “ought to,” “can,” “carry on” and other very similar terms or expressions (and the detrimental thereof). Centene Company and its subsidiaries (the “Company“, “our“, or “we“) intends this kind of ahead-searching statements to be lined by the harmless-harbor provisions for ahead-wanting statements contained in the Personal Securities Litigation Reform Act of 1995, and we are such as this assertion for applications of complying with these secure-harbor provisions. In certain, these statements consist of, without the need of limitation, statements about Centene’s settlements with Ohio and Mississippi to solve statements manufactured by the states with regard to practices at Envolve, our pharmacy positive aspects supervisor subsidiary, and other attainable long term statements and settlements relevant to the tactics at Envolve and our potential to settle promises with other states in the reserve estimate we have recorded and on other acceptable phrases, or at all, supposed use of proceeds from this presenting, such as in link with the Magellan Acquisition, foreseeable future working or economical efficiency, industry prospect, expansion strategy, competition, anticipated functions in finished and long run acquisitions, together with statements about the effect of the Magellan Acquisition, Centene’s accomplished acquisition of WellCare Wellness Ideas, Inc., a Delaware company and a wholly-owned subsidiary of the Corporation (“WellCare,” and this kind of acquisition, the “WellCare Acquisition“), other modern and potential acquisitions, investments and the adequacy of Centene’s available dollars resources.
These ahead-looking statements mirror Centene’s current views with regard to long term events and are based mostly on various assumptions and assessments manufactured by Centene in mild of Centene’s knowledge and notion of historical trends, recent problems, company techniques, working environments, foreseeable future developments and other elements Centene thinks ideal. By their character, forward-searching statements entail recognised and unknown threats and uncertainties and are subject matter to transform mainly because they relate to events and depend on instances that will happen in the potential, including financial, regulatory, competitive and other things that may well result in Centene’s or its industry’s actual effects, amounts of activity, general performance or achievements to be materially distinctive from any upcoming final results, concentrations of exercise, performance or achievements expressed or implied by these forward-searching statements. These statements are not guarantees of long run efficiency and are subject matter to challenges, uncertainties and assumptions. All ahead-on the lookout statements integrated in this interaction are based on info accessible to Centene on the date of this interaction. Other than as may be or else required by regulation, Centene undertakes no obligation to update or revise the forward-on the lookout statements included in this conversation, regardless of whether as a result of new data, foreseeable future occasions or otherwise, after the date of this conversation. You should really not position undue reliance on any ahead-on the lookout statements, as actual success may well vary materially from projections, estimates, or other ahead-seeking statements owing to a wide range of crucial things, variables and occasions together with but not constrained to: the impact of the novel pressure of coronavirus (“COVID-19“) on international markets, financial situations, the healthcare industry and Centene’s benefits of operations and the reaction by governments and other 3rd events the threat that regulatory or other approvals required for the Magellan Acquisition might be delayed or not acquired or are topic to unanticipated problems that could involve the exertion of management’s time and our means or normally have an adverse result on Centene the likelihood that sure situations to the consummation of the Magellan Acquisition will not be glad or concluded on a well timed foundation and appropriately the Magellan Acquisition may not be consummated on a well timed basis or at all uncertainty as to the predicted fiscal efficiency of the mixed firm subsequent completion of the Magellan Acquisition the possibility that the anticipated synergies and price generation from the Magellan Acquisition or the WellCare Acquisition (or other obtained corporations) will not be recognized, or will not be understood inside the respective predicted time periods the danger that unpredicted costs will be incurred in connection with the completion and/or integration of the Magellan Acquisition or that the integration of Magellan Overall health will be far more tough or time consuming than expected the threat that likely litigation in relationship with the Magellan Acquisition could have an affect on the timing or incidence of the Magellan Acquisition or consequence in considerable fees of defense, indemnification and liability a downgrade of the credit score score of our indebtedness, which could give rise to an obligation to redeem present indebtedness the inability to retain critical staff disruption from the announcement, pendency, completion and/or integration of the Magellan Acquisition or from the integration of the WellCare Acquisition, or comparable challenges from other acquisitions we may well announce or comprehensive from time to time, such as prospective adverse reactions or adjustments to business enterprise associations with consumers, personnel, suppliers or regulators, creating it a lot more hard to keep enterprise and operational relationships Centene’s potential to correctly predict and properly handle well being rewards and other running bills and reserves, which include fluctuations in health-related utilization rates because of to the affect of COVID-19 opposition membership and profits declines or sudden developments modifications in healthcare tactics, new systems, and innovations in drugs improved health care expenditures modifications in financial, political or market place situations alterations in federal or state guidelines or restrictions, which includes alterations with regard to money tax reform or authorities healthcare packages as very well as changes with respect to the Individual Defense and Economical Care Act (“ACA“) and the Overall health Treatment and Education and learning Affordability Reconciliation Act, collectively referred to as the ACA and any restrictions enacted thereunder that may well final result from shifting political conditions, the new administration or judicial actions, including the supreme end result in “Texas v. United States of The united states” about the constitutionality of the ACA charge cuts or other payment reductions or delays by governmental payors and other pitfalls and uncertainties affecting Centene’s governing administration corporations Centene’s ability to sufficiently selling price merchandise tax issues disasters or key epidemics improvements in predicted agreement get started dates company, point out, federal, international and other agreement changes and timing of regulatory acceptance of contracts the expiration, suspension, or termination of Centene’s contracts with federal or point out governments (which includes but not restricted to Medicaid, Medicare, TRICARE or other shoppers) the difficulty of predicting the timing or consequence of pending or potential legal and regulatory proceedings or matters, such as the ongoing regulatory critique of statements versus our PBM company or irrespective of whether additional promises, critiques or investigations relating to our PBM business enterprise will be introduced by other states, the federal authorities or shareholder litigants, or governing administration investigations problems to Centene’s deal awards cyber-assaults or other privacy or info stability incidents the exertion of management’s time and Centene’s methods, and other bills incurred and organization adjustments necessary in link with complying with the undertakings in relationship with any regulatory, governmental or 3rd party consents or approvals for acquisitions, which includes the Magellan Acquisition disruption induced by major completed and pending acquisitions building it far more complicated to manage organization and operational associations the threat that unforeseen charges will be incurred in link with the completion and/or integration of acquisition transactions modifications in expected closing dates, believed invest in price and accretion for acquisitions the possibility that acquired corporations will not be integrated properly limits and limitations in connection with Centene’s indebtedness Centene’s capability to manage or reach advancement in the Centers for Medicare and Medicaid Products and services (“CMS“) star ratings and preserve or reach enhancement in other excellent scores in just about every case that can impact profits and upcoming progress availability of personal debt and equity financing, on conditions that are favorable to us inflation foreign forex fluctuations and dangers and uncertainties talked about in the reports that Centene has filed with the SEC. This record of important variables is not meant to be exhaustive. Centene discusses specific of these matters far more entirely, as properly as specified other components that might have an impact on Centene’s business enterprise functions, money problem and outcomes of functions, in Centene’s prospectus dietary supplement for the supplying explained herein and filings with the SEC, like Centene’s annual report on Kind 10-K, quarterly stories on Sort 10-Q and current reviews on Type 8-K. Because of to these crucial elements and hazards, Centene are not able to give assurances with respect to Centene’s future general performance, which include without having limitation Centene’s potential to retain suitable premium concentrations or Centene’s potential to command its long term health-related and providing, basic and administrative costs.
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