Item 1.01. Entry into a Material Definitive Agreement.
On
The Company intends to use the net proceeds of the offering, together with available cash on hand, to complete a redemption of all of its outstanding 4.75% Senior Notes due 2022 and all of its outstanding 6.125% Senior Notes due 2024, including all premiums, accrued interest and costs and expenses related to the redemptions. Pending the application of the net proceeds of the offering for the foregoing purposes, net proceeds may temporarily be used for general corporate purposes.
The Notes will be issued under an Indenture, dated as of
At any time prior to
If the Company experiences specific kinds of changes of control, it will be required to offer to purchase the Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest.
The Notes will be senior unsecured obligations of the Company and will be equal in right of payment with all of the Company's existing and future senior indebtedness and will be senior in right of payment to any of the Company's existing and future subordinated debt. The Notes will not be guaranteed by any of the Company's subsidiaries.
The Indenture provides for customary events of default, including failure to make required payments; failure to comply with certain agreements or covenants; failure to pay, or acceleration of, certain other material indebtedness; certain events of bankruptcy and insolvency; and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in principal amount of the then outstanding Notes to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the Notes.
The foregoing descriptions of the Notes and the Indenture are qualified in their entirety by reference to the full text of the Indenture (including the forms of notes attached thereto). A copy of the Indenture is attached as Exhibit 4.1 hereto and is incorporated herein by reference.
The Company and
The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement. A copy of the Registration Rights Agreement is attached as Exhibit 4.2 hereto and is incorporated herein by reference. --------------------------------------------------------------------------------
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under and Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 above is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description
4.1 Indenture, dated as ofFebruary 13, 2020 , by and betweenCentene Corporation , as issuer, andThe Bank of New York Mellon Trust Company, N.A. , as trustee, relating to the Company's 3.375% Senior Notes due 2030 (including the Form of Global Note attached thereto). 4.2 Registration Rights Agreement, datedFebruary 13, 2020 , betweenCentene Corporation andBarclays Capital Inc. , relating to the Company's 3.375% Senior Notes due 2030. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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