ST. LOUIS, June 24, 2021 /PRNewswire/ — Centene Corporation (NYSE: CNC) (“Centene” or the “Enterprise“) introduced currently that it has priced its formerly declared underwritten community presenting of $1,800,000,000 aggregate principal amount of 2.450% senior notes because of 2028 (the “Notes“). The supplying is predicted to shut on or about July 1, 2021, matter to customary closing circumstances.
Centene intends to use the web proceeds from the giving of the Notes to finance a portion of the income consideration payable in link with Centene’s beforehand declared acquisition of Magellan Wellbeing Inc. (“Magellan Overall health” and this kind of proposed acquisition, the “Magellan Acquisition“) and to pay connected expenses and fees. The closing of the providing is not conditioned on the closing of the Magellan Acquisition. If the Magellan Acquisition is not accomplished, Centene expects to use the internet proceeds of the featuring for debt compensation and normal company purposes.
The Notes will be senior unsecured obligations of the Corporation and will be equivalent in right of payment with all of the Company’s current and upcoming senior indebtedness and will be senior in correct of payment to all of the Firm’s current and long term subordinated debt. The Notes will not be guaranteed by any of the Company’s subsidiaries.
J.P. Morgan, Barclays, BofA Securities, Truist Securities and Wells Fargo Securities are performing as joint e-book-managing professionals for the providing of the Notes.
This featuring is being designed pursuant to an efficient shelf registration assertion and prospectus and a connected preliminary prospectus nutritional supplement filed by the Company with the Securities and Exchange Commission (the “SEC“). Just before you commit, you should browse the prospectus and the related preliminary prospectus dietary supplement, the registration statement and other documents that Centene has filed with the SEC for additional complete data about Centene and this featuring.
Copies of the prospectus complement and similar prospectuses for this supplying can be acquired from J.P. Morgan Securities LLC, c/o Broadridge Monetary Methods, 1155 Extensive Island Avenue, Edgewood, NY 11717 or by calling +1 (866) 803-9204 from Barclays Cash Inc., c/o Broadridge Money Methods, 1155 Prolonged Island Avenue, Edgewood, NY 11717, by electronic mail at [email protected], or by contacting (888) 603-5847 from BofA Securities, NC1-004-03-43, 200 North College or university Road, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Division or by e-mail at [email protected] from Truist Securities by e mail at [email protected] and from Wells Fargo Securities, LLC, 550 S. Tryon Avenue, 5th Flooring, Charlotte, North Carolina 28202, Awareness: Leveraged Syndicate.
This press launch is neither an provide to purchase nor a solicitation of an supply to invest in any securities, which include the Notes. There shall not be any sale of the securities described herein in any state or other jurisdiction in which this kind of provide, solicitation or sale would be unlawful prior to registration or qualification underneath the securities legal guidelines of any this sort of condition or other jurisdiction.
About Centene Company
Centene Company, a Fortune 25 company, is a foremost multi-national healthcare organization that is dedicated to helping people are living healthier life. The Organization usually takes a nearby method – with regional brand names and area groups – to offer completely integrated, higher-quality, and charge-productive expert services to federal government-sponsored and commercial health care plans, concentrating on below-insured and uninsured men and women. Centene provides inexpensive and significant-high-quality products to just about 1 in 15 folks throughout the nation, such as Medicaid and Medicare associates (such as Medicare Prescription Drug Plans) as effectively as people today and people served by the Health and fitness Insurance policies Market, the TRICARE application, and men and women in correctional amenities. The Company also serves many worldwide marketplaces, and contracts with other health care and industrial corporations to give a assortment of specialty companies focused on treating the entire particular person. Centene focuses on long-phrase advancement and the advancement of its folks, methods and abilities so that it can improved serve its users, suppliers, local communities, and authorities partners.
Cautionary Statements on Forward-Searching Statements of Centene Corporation
All statements, other than statements of current or historic truth, contained in this interaction are forward-hunting statements. Devoid of limiting the foregoing, ahead-on the lookout statements usually use text these as “feel,” “anticipate,” “strategy,” “count on,” “estimate,” “intend,” “look for,” “target,” “objective,” “may,” “will,” “would,” “could,” “really should,” “can,” “go on” and other very similar text or expressions (and the damaging thereof). Centene Corporation and its subsidiaries (the “Company“, “our“, or “we“) intends this sort of forward-looking statements to be covered by the risk-free-harbor provisions for ahead-wanting statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for applications of complying with these harmless-harbor provisions. In unique, these statements incorporate, devoid of limitation, statements about Centene’s settlements with Ohio and Mississippi to take care of promises designed by the states with regard to tactics at Envolve, our pharmacy positive aspects manager subsidiary, and other probable future statements and settlements relevant to the methods at Envolve and our capability to settle claims with other states within the reserve estimate we have recorded and on other appropriate conditions, or at all, intended use of proceeds from this offering, like in link with the Magellan Acquisition, foreseeable future functioning or monetary performance, market place opportunity, progress system, levels of competition, predicted things to do in done and long term acquisitions, such as statements about the impression of the Magellan Acquisition, Centene’s finished acquisition of WellCare Wellness Ideas, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“WellCare,” and these acquisition, the “WellCare Acquisition“), other current and long term acquisitions, investments and the adequacy of Centene’s offered hard cash assets.
These forward-looking statements reflect Centene’s latest sights with respect to future activities and are primarily based on several assumptions and assessments made by Centene in light-weight of Centene’s knowledge and perception of historical traits, present ailments, business enterprise tactics, working environments, long run developments and other things Centene believes proper. By their nature, forward-looking statements entail known and not known risks and uncertainties and are matter to transform because they relate to occasions and depend on instances that will occur in the future, together with financial, regulatory, competitive and other variables that might cause Centene’s or its industry’s precise results, levels of action, performance or achievements to be materially unique from any upcoming outcomes, ranges of exercise, effectiveness or achievements expressed or implied by these forward-seeking statements. These statements are not guarantees of long run overall performance and are topic to hazards, uncertainties and assumptions. All forward-wanting statements incorporated in this conversation are centered on information accessible to Centene on the date of this conversation. Besides as may possibly be normally required by legislation, Centene undertakes no obligation to update or revise the ahead-searching statements integrated in this interaction, regardless of whether as a consequence of new data, long run situations or in any other case, immediately after the day of this conversation. You should really not area undue reliance on any forward-seeking statements, as precise outcomes may vary materially from projections, estimates, or other forward-seeking statements owing to a selection of essential aspects, variables and activities like but not minimal to: the impact of the novel pressure of coronavirus (“COVID-19“) on worldwide marketplaces, financial circumstances, the healthcare market and Centene’s success of operations and the response by governments and other 3rd parties the hazard that regulatory or other approvals expected for the Magellan Acquisition might be delayed or not obtained or are issue to unanticipated ailments that could demand the exertion of management’s time and our assets or or else have an adverse influence on Centene the risk that particular situations to the consummation of the Magellan Acquisition will not be satisfied or done on a timely basis and accordingly the Magellan Acquisition may not be consummated on a well timed foundation or at all uncertainty as to the anticipated money general performance of the put together business subsequent completion of the Magellan Acquisition the chance that the predicted synergies and value development from the Magellan Acquisition or the WellCare Acquisition (or other obtained organizations) will not be recognized, or will not be realized within just the respective predicted time durations the hazard that unexpected costs will be incurred in link with the completion and/or integration of the Magellan Acquisition or that the integration of Magellan Health will be extra difficult or time consuming than expected the chance that likely litigation in connection with the Magellan Acquisition may perhaps have an affect on the timing or occurrence of the Magellan Acquisition or consequence in sizeable expenses of defense, indemnification and legal responsibility a downgrade of the credit rating ranking of our indebtedness, which could give rise to an obligation to redeem current indebtedness the incapability to keep key personnel disruption from the announcement, pendency, completion and/or integration of the Magellan Acquisition or from the integration of the WellCare Acquisition, or very similar challenges from other acquisitions we may announce or complete from time to time, which includes opportunity adverse reactions or variations to enterprise interactions with shoppers, employees, suppliers or regulators, building it additional tricky to sustain organization and operational interactions Centene’s capability to correctly forecast and effectively control wellness positive aspects and other running expenses and reserves, like fluctuations in professional medical utilization costs thanks to the effect of COVID-19 competitors membership and income declines or unanticipated tendencies changes in healthcare practices, new systems, and improvements in drugs improved health care prices changes in economic, political or sector problems variations in federal or state legal guidelines or polices, together with alterations with regard to income tax reform or government health care courses as very well as alterations with respect to the Individual Defense and Very affordable Care Act (“ACA“) and the Wellbeing Treatment and Education and learning Affordability Reconciliation Act, collectively referred to as the ACA and any regulations enacted thereunder that could result from transforming political situations, the new administration or judicial steps, such as the ultimate consequence in “Texas v. United States of America” with regards to the constitutionality of the ACA price cuts or other payment reductions or delays by governmental payors and other risks and uncertainties impacting Centene’s govt businesses Centene’s means to sufficiently price solutions tax issues disasters or key epidemics variations in predicted contract start off dates service provider, state, federal, foreign and other contract modifications and timing of regulatory acceptance of contracts the expiration, suspension, or termination of Centene’s contracts with federal or point out governments (together with but not constrained to Medicaid, Medicare, TRICARE or other customers) the issue of predicting the timing or final result of pending or long term legal and regulatory proceedings or issues, like the ongoing regulatory evaluate of statements versus our PBM business or whether or not extra statements, evaluations or investigations relating to our PBM company will be brought by other states, the federal govt or shareholder litigants, or federal government investigations worries to Centene’s deal awards cyber-attacks or other privateness or facts safety incidents the exertion of management’s time and Centene’s assets, and other expenses incurred and organization changes needed in connection with complying with the undertakings in connection with any regulatory, governmental or third get together consents or approvals for acquisitions, like the Magellan Acquisition disruption induced by significant concluded and pending acquisitions producing it additional complicated to sustain company and operational associations the possibility that sudden expenses will be incurred in connection with the completion and/or integration of acquisition transactions changes in predicted closing dates, believed purchase price and accretion for acquisitions the hazard that obtained businesses will not be integrated properly limits and restrictions in relationship with Centene’s indebtedness Centene’s ability to sustain or achieve advancement in the Centers for Medicare and Medicaid Companies (“CMS“) star ratings and manage or realize advancement in other quality scores in every circumstance that can effects revenue and long term development availability of debt and equity financing, on terms that are favorable to us inflation overseas forex fluctuations and pitfalls and uncertainties discussed in the experiences that Centene has filed with the SEC. This listing of critical variables is not intended to be exhaustive. Centene discusses selected of these issues additional entirely, as effectively as selected other things that may possibly have an affect on Centene’s enterprise operations, monetary situation and results of functions, in Centene’s prospectus nutritional supplement for the offering explained herein and filings with the SEC, which include Centene’s annual report on Form 10-K, quarterly experiences on Kind 10-Q and present reports on Variety 8-K. Due to these crucial things and pitfalls, Centene are unable to give assurances with respect to Centene’s long term overall performance, together with without limitation Centene’s means to preserve enough top quality levels or Centene’s means to management its upcoming healthcare and offering, general and administrative expenditures.
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