As filed with the Securities and Exchange Commission on January 23, 2020

Registration No. 333-[●]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8
Registration Statement Under the Securities Act of 1933


CENTENE CORPORATION
(Exact Name Of Registrant As Specified In Its Charter)

Delaware

42-1406317
(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)
 
 
7700 Forsyth Boulevard
St. Louis, Missouri

63105
(Address of Principal Executive Offices)

(Zip Code)

CENTENE CORPORATION 2012 STOCK INCENTIVE PLAN, AS AMENDED
WELLCARE HEALTH PLANS, INC. 2013 INCENTIVE COMPENSATION PLAN
WELLCARE HEALTH PLANS, INC. 2019 INCENTIVE COMPENSATION PLAN
(Full Title of the Plans)

Keith H. Williamson
Centene Corporation
7700 Forsyth Boulevard
St. Louis, MO 63105
(314) 725-4477
(Name, address and telephone number, including area code, of agent for service)

Copies of all correspondence to:
Paul T. Schnell
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036
(212) 735-3000

 Jeremy D. London
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, NW
Washington, DC 20005
(202) 371-7000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)
 
Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicated 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 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Securities
To be Registered(1)
Amount to be
Registered(2)
Proposed Maximum
Offering Price
Per Share(3)
Proposed Maximum
Aggregate Offering
Price(3)
Amount of
Registration Fee
Centene Corporation Common Stock, par value $0.001 per share (“Common Stock”), issuable upon vesting of assumed time-based restricted stock units and performance-based restricted stock units granted under WellCare Health Plans, Inc.’s 2013 Incentive Compensation Plan
3,336,476
$65.15
$217,371,411.40
$28,214.81
Common Stock, (i) issuable upon vesting of assumed time-based restricted stock units and performance-based restricted stock units granted under WellCare Health Plans, Inc.’s 2019 Incentive Compensation Plan and (ii) reserved for issuance under the Centene Corporation 2012 Stock Incentive Plan, as amended
10,690,990
$65.15
$696,518,007.30
$90,408.04

(1)
Represents shares of Centene Corporation (the “Registrant”) subject to issuance in connection with the Agreement and Plan of Merger among the Registrant, WellCare Health Plans, Inc., Merger Sub I, Inc., and Merger Sub II, Inc., dated as of March 26, 2019.

(2)
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares that may become issuable under the plans identified in the table above by reason of certain corporate transactions or events, including any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

(3)
Determined on the basis of the average of the high and low sale price of Common Stock as reported on the New York Stock Exchange on January 21, 2020 of $66.09 and $64.21, respectively, solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act.


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EXPLANATORY NOTE

Centene Corporation (the “Registrant”) is filing this Registration Statement on Form S-8 to register up to 14,027,466 shares of its Common Stock, par value $0.001 per share, issuable in connection with the Centene Corporation 2012 Stock Incentive Plan, as amended (the “Centene Plan”), WellCare Health Plans, Inc.’s 2013 Incentive Compensation Plan (the “2013 Plan”) and 2019 Incentive Compensation Plan (the “2019 Plan” and together with the 2013 Plan, the “Plans”) under the Securities Act of 1933, as amended (the “Securities Act”).

On March 26, 2019, the Registrant, WellCare Health Plans, Inc., Merger Sub I, Inc., a direct wholly owned subsidiary of the Registrant (“Merger Sub I”), and Merger Sub II, Inc., a direct wholly owned subsidiary of the Registrant (“Merger Sub II”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger Sub I will merge with and into WellCare (the “First Merger”), with WellCare continuing as the surviving corporation and a direct wholly owned subsidiary of the Registrant and, immediately following the completion of the First Merger, WellCare, as the surviving corporation in the First Merger, will merge with and into Merger Sub II, with Merger Sub II continuing as the final surviving corporation and a direct wholly owned subsidiary of the Registrant (the “Second Merger” and together with the First Merger, the “Merger”).

Pursuant to and subject to the terms of the Merger Agreement, the Registrant assumed the Plans in accordance with their terms, including certain time-based restricted stock units and performance-based restricted stock units of WellCare outstanding under the Plans (the “Restricted Stock Units” and “Performance Stock Units,” respectively), which are payable in shares of the Registrant’s Common Stock, subject to the terms and conditions of the underlying award agreements. The aggregate number of the Registrant’s Common Stock subject to the Restricted Stock Units and Performance Stock Units under the 2013 Plan is 3,336,476 shares and under the 2019 Plan is 32,559 shares. In addition, the Registrant has reserved 10,658,431 shares of its Common Stock, which constituted an unused share reserve under the 2019 Plan, that may be issued for future awards granted by the Registrant under the Centene Plan.

Unless the context otherwise requires, references made herein to “Registrant,” “we,” “us,” “our” and “ours” refer to Centene Corporation and its subsidiaries.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

As permitted by the rules of the Securities and Exchange Commission (“SEC”), this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I of this Registration Statement will be sent or given to eligible employees as specified by Rule 428(b) promulgated under the Securities Act. Such documents are not being filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.
Incorporation of Documents by Reference.

The following documents listed below for each of the Registrant and WellCare Health Plans, Inc., respectively, which are on file with the SEC, are incorporated herein by reference (except for the portions thereof “furnished” but not “filed” or otherwise not filed with the SEC which are deemed not to be incorporated by reference into this Registration Statement):

Registrant


a)
Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 19, 2019;

3

b)
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2019, June 30, 2019 and September 30, 2019, filed with the SEC on April 23, 2019, July 23, 2019 and October 22, 2019, respectively;



d)
Exhibit 99.1 to Current Report on Form 8-K filed on March 26, 2018;


e)
The description of common stock contained in the Registrant’s registration statement on Form 8-A filed with the SEC on October 14, 2003, as amended by the Registrant’s Forms 8-A/A filed with the SEC on December 17, 2004 and April 26, 2007, including any amendments or reports filed for the purpose of updating such description.

WellCare Health Plans, Inc.


a)
Annual Report on Form 10-K for the year ended December 31, 2018 (only Item 15(c)), filed with the SEC on February 12, 2019;


b)
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 (only Item 1), filed with the SEC on October 30, 2019;


c)
Exhibit 99.4 to Current Report on Form 8-K filed on August 6, 2018;


d)
Exhibit 99.2 to Current Report on Form 8-K/A filed on October 30, 2018.

All documents filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date hereof and prior to the filing of a post-effective amendment hereto which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents except that the portion of any document “furnished” but not “filed” shall not be incorporated by reference herein.

For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.
Description of Securities.

Not applicable.

Item 5.
Interests of Named Experts and Counsel.

None.

Item 6.
Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) permits a corporation to indemnify any person who is or has been a director, officer, employee or agent of the corporation or who is or has been serving as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at the request of the corporation, against expenses (including attorneys’ fees), judgments, fines, penalties, and amounts paid in settlement actually and reasonably incurred in connection with any civil, criminal, administrative or investigative action, suit or proceeding (other than an action by or in the right of the corporation) in which such person is involved by reason of the fact that he or she served or is serving in these capacities, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the corporation and, with respect to any criminal action or proceeding, had no cause to believe his or her conduct was unlawful. In the case of an action or suit made or brought by or in the right of the corporation to procure a judgment in its favor, the corporation shall not indemnify such person in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation, except for such expenses as the court may allow. To the extent that such person has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim, issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

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Section 102(b)(7) of the DGCL provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective.

Pursuant to Article Sixth and Seventh of its Certificate of Incorporation and Article VIII of its Amended and Restated By-Laws (the “By-Laws”), the Registrant will indemnify and hold harmless directors and officers who were or are made or are threatened to be made a party or are otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, to the fullest extent permitted by applicable law as it presently exists or is amended. The Registrant has entered into agreements with directors and officers requiring it to indemnify such persons to the fullest extent permitted by the By-Laws. The Registrant also maintains insurance coverage relating to certain liabilities of directors and officers.

Item 7.
Exemption from Registration Claimed.

Not applicable.

Item 8.
Exhibits.

The Exhibits to this Registration Statement are listed in the Exhibit Index to this Registration Statement, which is incorporated herein by reference.

Item 9.
Undertakings.

(a)    The undersigned Registrant hereby undertakes;

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)   To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)  To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

5
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)    The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act and, where applicable, each filing of the Plan’s annual report pursuant to Section 15(d) under the Exchange Act, that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

6
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Clayton, State of Missouri, on January 23, 2020.

 
CENTENE CORPORATION
     
 
By:
/s/ Michael F. Neidorff
   
Michael F. Neidorff
   
Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael F. Neidorff and Jeffrey A. Schwaneke, or either of them, his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments and documents in connection therewith) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature
 
Title
 
Date
         
/s/ Michael F. Neidorff
 
Chairman, President and Chief Executive Officer
 
 January 23, 2020
Michael F. Neidorff
 
(Principal Executive Officer)
   
         
/s/ Jeffrey A. Schwaneke
 
Executive Vice President and Chief Financial Officer
 
January 23, 2020
Jeffrey A. Schwaneke
 
(Principal Financial Officer)
   
         
/s/ Christopher R. Isaak
 
Senior Vice President, Corporate Controller and Chief Accounting Officer
 
January 23, 2020
Christopher R. Isaak
 
(Principal Accounting Officer)
   
         
/s/ Orlando Ayala
 
Director
 
January 23, 2020
Orlando Ayala
       
         
/s/ Jessica L. Blume
 
Director
 
January 23, 2020
Jessica L. Blume
       
         
/s/ H. James Dallas
 
Director
 
January 23, 2020
H. James Dallas
       

7
/s/ Robert K. Ditmore
 
Director
 
 January 23, 2020
Robert K. Ditmore
       
         
/s/ Fred H. Eppinger
 
Director
 
January 23, 2020
Fred H. Eppinger
       
         
/s/ Richard A. Gephardt
 
Director
 
January 23, 2020
Richard A. Gephardt
       
         
/s/ John R. Roberts
 
Director
 
 January 23, 2020
John R. Roberts
       
         
/s/ Lori J. Robinson
 
Director
 
 January 23, 2020
Lori J. Robinson        
         
/s/ David L. Steward
 
Director
 
 January 23, 2020
David L. Steward
       
         
/s/ Tommy G. Thompson
 
Director
 
January 23, 2020
Tommy G. Thompson
       
         
/s/ William L. Trubeck
 
Director
 
 January 23, 2020
William L. Trubeck
       

8
EXHIBIT INDEX

Exhibit
Number
 
Description
     
3.1
 
Certificate of Incorporation of Centene Corporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Form S-1 filed October 9, 2001).
     
 
Certificate of Amendment to Certificate of Incorporation of Centene Corporation, dated November 8, 2001 (incorporated by reference to Exhibit 3.2a to Form S-1/A filed November 13, 2001).
     
 
Certificate of Amendment to Certificate of Incorporation of Centene Corporation as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.1b to Form 10-Q filed July 26, 2004).
     
 
Certificate of Amendment to Certificate of Incorporation of Centene Corporation as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.1c to Form S-3ASR filed May 16, 2014).
     
 
Certificate of Amendment to Certificate of Incorporation of Centene Corporation as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 26, 2015).
     
 
Certificate of Amendment to Certificate of Incorporation of Centene Corporation as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 7, 2019).
     
3.2
 
By-laws of Centene Corporation, as amended and restated effective October 22, 2019 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 23, 2019).
     
4.1
  Centene Corporation 2012 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 27, 2017).
     
4.2
 
2013 Incentive Compensation Plan of WellCare Health Plans, Inc. (incorporated by reference from Appendix A to WellCare Health Plans, Inc.’s Proxy Statement on Form DEF 14A filed on April 10, 2013).
     
4.3
 
2019 Incentive Compensation Plan of WellCare Health Plans, Inc. (incorporated by reference from Appendix A to WellCare Health Plans, Inc.’s Proxy Statement on Form DEF 14A filed on April 8, 2019).
     
4.4
 
Amendment No. 1 to the 2019 Incentive Compensation Plan of WellCare Health Plans, Inc., dated as of January 23, 2020.*
     
5.1
 
Opinion of Counsel.
     
 
Consent of KPMG LLP, independent registered public accounting firm of Centene Corporation.
     
 
Consent of Deloitte & Touche LLP, independent registered public accounting firm of WellCare Health Plans, Inc.
     
 
Consent of Deloitte & Touche LLP, independent registered public accounting firm of New York State Catholic Health Plan, Inc. (d/b/a Fidelis Care New York).
     
 
Consent of Plante & Moran PLLC, independent auditor of Caidan Enterprises, Inc.
     
 
Consent of Counsel (included in Exhibit 5.1).
     
 
Power of Attorney (included on signature page).

*Filed herewith.


9
Exhibit 4.4

AMENDMENT NO. 1
TO
THE WELLCARE HEALTH PLANS, INC.
2019 INCENTIVE COMPENSATION PLAN
 
January 23, 2020
 
WHEREAS, Centene Corporation, a Delaware corporation (the “Corporation”), entered into an Agreement and Plan of Merger, dated as of March 26, 2019 (together with all schedules and exhibits thereto, the “Merger Agreement”) with Wellington Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Corporation (“Merger Sub I”), Wellington Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of the Corporation (“Merger Sub II”), and WellCare Health Plans, Inc., a Delaware corporation (“Target”), pursuant to which, effective as of the closing of the transactions contemplated by the Merger Agreement on January 23, 2020, (i) Merger Sub I merged with and into Target (the “First Merger”), with Target surviving the First Merger as a wholly owned subsidiary of the Corporation (the “Surviving Corporation”) and each share of common stock, par value $0.01 per share, of Target that was issued and outstanding immediately prior to the effective time of the First Merger (the “First Effective Time”) (excluding any such shares to be cancelled for no consideration pursuant to the Merger Agreement) was converted into the right to receive 3.38 validly issued, fully paid and nonassessable shares of common stock, par value $0.001, of the Corporation and $120.00 in cash, without interest and (ii) immediately following the First Merger, the Surviving Corporation merged with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly-owned subsidiary of the Corporation;
 
WHEREAS, the board of directors of the Corporation (the “Board”) approved the assumption and sponsorship of the WellCare Health Plans, Inc. 2019 Incentive Compensation Plan (the “Assumed 2019 Plan”) effective as of the First Effective Time; and
 
WHEREAS, Section 9(f) of the Assumed 2019 Plan generally provides that the Board may amend the Assumed 2019 Plan subject to the terms and conditions therein.
 
NOW, THEREFORE, the Corporation hereby amends the Assumed 2019 Plan as follows (this “Amendment”), which Amendment shall become effective only upon the occurrence of the First Effective Time and shall be null and void in the event that the First Merger is not consummated:
 

1.
Section 1 (“Purpose”) is hereby deleted in its entirety and replaced as follows:
 
Purpose. The purpose of this ASSUMED WELLCARE HEALTH PLANS, INC. 2019 INCENTIVE COMPENSATION PLAN (as amended from time to time, the “Plan”) is to assist the Company and its Subsidiaries (as hereinafter defined) in attracting, motivating, retaining and rewarding high-quality executives and other employees, officers, directors, and individual consultants, who provide services to the Company or its Subsidiaries by enabling such persons to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of interests between such persons and the Company’s stockholders, and providing such persons with performance incentives to expend their maximum efforts in the creation of stockholder value. Awards granted under the Prior Plan prior to the Effective Date will remain subject to the terms of the Prior Plan and the Grant Agreement pursuant to which such Awards were granted.
 
Centene Corporation, a Delaware corporation (“Centene”) assumed the Plan effective as of January 23, 2020 and in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 26, 2019 (together with all schedules and exhibits thereto, the “Merger Agreement”), by and between Centene, Wellington Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Centene (“Merger Sub I”), Wellington Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of Centene (“Merger Sub II”), and WellCare Health Plans, Inc., a Delaware corporation (“WellCare”), pursuant to which (i) Merger Sub I merged with and into WellCare (the “First Merger”), with WellCare surviving the First Merger as a wholly owned subsidiary of Centene (the “Surviving Corporation”) and each share of common stock, par value $0.01 per share, of WellCare that was issued and outstanding immediately prior to the effective time of the First Merger (the “First Effective Time”) (excluding any such shares to be cancelled for no consideration pursuant to the Merger Agreement) was converted into the right to receive 3.38 validly issued, fully paid and nonassessable shares of common stock, par value $0.001, of Centene and $120.00 in cash, without interest and (ii) immediately following the First Merger, the Surviving Corporation merged with and into Merger Sub II (the “Second Merger”), with Merger Sub II surviving the Second Merger as a wholly-owned subsidiary of Centene.

Notwithstanding any provision of the Plan to the contrary, no Awards shall be granted under the Plan on or following the First Effective Time.
 

2.
Section 2 (“Definitions”) is hereby amended to include the following definition:
 
“Company” means, prior to the First Effective Time, WellCare and, on or following the First Effective Time, Centene.
 

3.
The definition of Shares in Section 2 (“Definitions”) is hereby deleted in its entirety and replaced as follows:
 
“Shares” means the common stock, par value $0.001 per share, of the Company.
 

4.
Except as amended hereby, the Plan shall remain in full effect.
 

Exhibit 5.1

January 23, 2020

Centene Corporation
7700 Forsyth Blvd.
St. Louis, Missouri 63105


Re:
Centene Corporation
Registration Statement on Form S-8
Centene Corporation 2012 Stock Incentive Plan, As Amended
WellCare Health Plans, Inc. 2013 Incentive Compensation Plan
WellCare Health Plans, Inc. 2019 Incentive Compensation Plan

Ladies and Gentlemen:

This opinion is furnished in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of Centene Corporation, a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration of 14,027,466 shares of common stock, par value $0.001 per share (the “Shares”), of the Company that may be issued, or reserved for issuance, under the Centene Corporation 2012 Stock Incentive Plan, As Amended, or assumed restricted stock units granted under the WellCare Health Plans, Inc. 2013 Incentive Compensation Plan or the WellCare Health Plans, Inc. 2019 Incentive Compensation Plan (each, a “Plan” and collectively, the “Plans”).

I have examined the Registration Statement and such other documents and records of the Company as I have deemed relevant and necessary for purposes of rendering the opinions set forth below.  In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.  I have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plans that would expand, modify or otherwise affect the terms of each Plan or the respective rights or obligations of the participants thereunder.  Finally, I have assumed the accuracy of all information provided to me by the Company during the course of my investigation, on which I have relied in issuing the opinion expressed below.

My opinion below is qualified to the extent that it may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, usury, fraudulent conveyance or similar laws relating to or affecting the rights or remedies of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of materiality, good faith, reasonableness and fair dealing, and (iv) general equitable principles.  Furthermore, I express no opinion as to the availability of any equitable or specific remedy upon any breach of each Plan, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defenses may be subject to the discretion of a court.  I express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the General Corporation Law of the State of Delaware.  I also express no opinion herein with respect to compliance by the Company with securities or “blue sky” laws of any state or other jurisdiction of the United States or of any foreign jurisdiction.  In addition, I express no opinion and make no statement herein with respect to the antifraud laws of any jurisdiction.

Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that I have examined, I am of the opinion that the Shares have been duly authorized for issuance and, when issued and sold in accordance with the terms set forth in the respective Plan, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.

This opinion has been prepared for your use solely in connection with the filing of the Registration Statement on or about January 23, 2020, and may not be relied upon for any other purpose without my prior written consent.  This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and I disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of my name therein and in the related prospectus.  In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 
Very truly yours,
   
 
By:
/s/ Keith H. Williamson
   
Name:
Keith H. Williamson
   
Title:
Executive Vice President,
   

General Counsel and Secretary


Exhibit 23.1
 
Consent of Independent Registered Public Accounting Firm
 
The Board of Directors
Centene Corporation:
 
We consent to the use of our reports dated February 19, 2019, with respect to the consolidated balance sheets of Centene Corporation and subsidiaries as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive earnings, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes, and the effectiveness of internal control over financial reporting as of December 31, 2018, incorporated herein by reference.
 
/s/ KPMG LLP
 
St. Louis, Missouri
January 23, 2020
 


Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 12, 2019, relating to the consolidated financial statements and financial statement schedule of WellCare Health Plans, Inc. and subsidiaries, and the effectiveness of WellCare Health Plans, Inc. and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of WellCare Health Plans, Inc. for the year ended December 31, 2018.

/s/ Deloitte & Touche LLP

Tampa, Florida
January 23, 2020


Exhibit 23.3
 
CONSENT OF INDEPENDENT AUDITORS
 
We consent to the incorporation by reference in this Registration Statement of Centene Corporation on Form S-8  of our report dated March 22, 2018 related to the financial statements of New York State Catholic Health Plan, Inc. (d/b/a Fidelis Care New York) for the years ended December 31, 2017 and 2016.
 
/s/ Deloitte & Touche LLP
 
New York, New York
January 23, 2020



Exhibit 23.4

CONSENT OF INDEPENDENT AUDITOR

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 filed by Centene Corporation of our report dated July 10, 2018 relating to the consolidated financial statements of Caidan Enterprises, Inc. and its subsidiaries appearing in the Current Report on Form 8-K of WellCare Health Plans, Inc. (WellCare) filed on August 6, 2018.

/s/ Plante & Moran, PLLC

Auburn Hills, Michigan
January 22, 2020