On November 15, 2019 Centene Corporation (NYSE: CNC) ("Centene" or the "Company") reported that it has commenced an offering to sell $7,000,000,000 of senior notes. The $7,000,000,000 of senior notes will include an add-on to its 5.375% senior notes due 2026 (the "2026 Notes"), new senior notes due 2027 (the "2027 Notes") and new senior notes due 2029 (together with the 2027 Notes, the "New Notes" and, together with the 2026 Notes, the "Notes"), subject to market and other conditions (Press release, Centene , NOV 15, 2019, View Source [SID1234551387]). The 2026 Notes will constitute a further issuance of the $1,800,000,000 aggregate principal amount of 5.375% senior notes due 2026 that were issued on May 23, 2018 and will have the same terms as such notes, other than the issue date, the issue price and the first interest payment date.
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Centene intends to use the net proceeds of the New Notes to finance the cash consideration payable in connection with Centene’s previously announced acquisition of WellCare Health Plans, Inc. ("WellCare") and to pay related fees and expenses. Centene expects to use the net proceeds of the 2026 Notes for general corporate purposes, including the repayment of revolver borrowings. Centene currently expects the acquisition to be completed by the first half of 2020. The acquisition is, however, subject to customary closing conditions, and Centene cannot guarantee that the acquisition will be completed at or about such time, or at all. The closing of this offering is not conditioned on the closing of the acquisition. If the acquisition is not consummated, the Company will be required to redeem the New Notes at a redemption price equal to 100% of the principal amount of the New Notes, plus accrued and unpaid interest, if any, to but excluding the redemption date. The 2026 Notes will not be subject to a special mandatory redemption.
The Notes will be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-United States persons outside the United States in compliance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of any such jurisdiction.