false0001071739
0001071739
2020-04-02
2020-04-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 2, 2020
CENTENE CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-31826
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42-1406317
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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7700 Forsyth Boulevard,
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St. Louis,
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Missouri
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63105
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (314) 725-4477
(Former Name or Former Address, if Changed Since Last Report): N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.001 Par Value
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CNC
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NYSE
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ITEM 8.01 OTHER EVENTS
Centene Corporation (the “Company”) previously announced that it intended to redeem its outstanding 4.75% senior notes due 2022 (the “2022 notes”) in accordance with the terms of the indenture governing the 2022 notes with a portion of the proceeds from the recently completed offer and sale of its 3.375% senior notes due 2030. In connection with the Company’s offers to exchange certain series of outstanding notes for new notes that have been registered under the Securities Act of 1933, as amended, the Company announced that as a result of the spread of COVID-19 and the resulting disruption and volatility in the global capital markets, the Company has deferred redemption of the 2022 notes at this time. While the Company currently is in a strong liquidity position and believes it has adequate access to capital, the Company believes it is prudent in this period of time to defer the redemption of the 2022 notes. Until the Company delivers such notice of redemption, the 2022 notes will remain outstanding. The Company remains in compliance with the terms of its outstanding indebtedness, including the 2022 notes.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CENTENE CORPORATION
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Date:
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April 2, 2020
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By:
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/s/ Jeffrey A. Schwaneke
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Jeffrey A. Schwaneke
Executive Vice President, Chief Financial Officer and Treasurer
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