CENTENE CORPORATION (NYSE:CNC) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02.
On March12, 2018, Centene Corporation, a Delaware corporation (“Centene” or the “Company”) completed the acquisition of Community Medical Holdings Corp., a Delaware corporation (“CMG”) from CMG Holding Company, LLC (the “Seller”). On March8, 2018, as permitted by the purchase agreement related to the acquisition, prior to closing Centene elected to pay a portion of the purchase price by issuing to the Seller 1,448,714 shares of common stock, par value $0.001 per share, of Centene (“Centene Common Stock”).
All shares of Centene Common Stock issued in the transaction were issued to the Seller to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. Seller has made certain representations and warranties to Centene regarding, among other things, whether it is an accredited investor and its investment intent.
On February26, 2018, Centene, RGA International Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“RGA”), and certain other parties entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), to which, among other things and subject to the satisfaction or waiver of specified conditions, a wholly-owned subsidiary of Centene will be merged into Interpreta Holdings, Inc. (“Interpreta”), a newly formed Delaware holding company and successor to RGA. Following the transaction, Centene will own 80.1% of the shares of Interpreta, Centene currently owns approximately 18.9% of the fully-diluted equity interests in RGA.
In the transaction, the current holders of shares and convertible notes of RGA will be entitled to receive merger consideration, including shares of Centene Common Stock. Centene currently estimates that the aggregate number of shares of Centene Common Stock to be issued to RGA’s shareholders and holders of convertible notes will be approximately 1,729,771, based on a number of factors including Centene’s average stock price prior to closing and certain adjustments under the Merger Agreement. The exact number of shares issued may be higher or lower.
All shares of Centene Common Stock to be issued in the transaction will be issued to former shareholders and holders of convertible notes of RGA to an exemption from registration under Section4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of RegulationD promulgated thereunder. Each former shareholder and holder of convertible notes of RGA receiving Centene Common Stock will make certain representations and warranties to Centene regarding, among other things, whether it is an accredited investor and its investment intent.
On March 13, 2018, Centene issued a press release in connection with its investment in RxAdvance, a full-service pharmacy benefit manager. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In connection with the acquisition of CMG, the Company registered for resale up to 1,448,714 shares of Centene Common Stock, to a registration statement and a related prospectus supplement filed by the Company on March13, 2018 with the Securities and Exchange Commission. The Company is filing a copy of the legal opinion and consent of Skadden, Arps, Slate, Meagher & Flom LLP, as Exhibit5.1 to this Current Report on Form 8-K to add such exhibit to the Company’s Registration Statement on Form S-3 (File No.333-217636).
|Item 3.02.||Financial Statements and Exhibits.|
CENTENE CORP ExhibitEX-5.1 2 d539088dex51.htm EX-5.1 EX-5.1 Exhibit 5.1 [Letterhead of Skadden,…To view the full exhibit click
About CENTENE CORPORATION (NYSE:CNC)
Centene Corporation is a diversified healthcare company that provides programs and services to government sponsored healthcare programs. The Company also provides education and outreach programs to inform and assist members in accessing appropriate healthcare services. The Company operates through two segments. The Managed Care segment provides health plan coverage to individuals, through government subsidized programs, including Medicaid, the State Children’s Health Insurance Program (CHIP), Long Term Care (LTC), Foster Care, dual-eligible individuals (Duals) and the Supplemental Security Income Program, also known as the Aged, Blind or Disabled Program (ABD). The Specialty Services segment consists of its specialty companies offering a range of healthcare services and products to state programs, correctional facilities, healthcare organizations, employer groups and other commercial organizations.