Centene tenders $1.89 billion of WellCare notes in exchange offer

By Rebecca Melvin

New York, Jan. 22 – Centene Corp. announced the results for its exchange offers for two series of notes issued by WellCare Health Plans Inc.

As of the expiration date on Jan. 21, $1,893,009,000 principal amount of the notes had been validly tendered, including $1,145,791,000 of the $1.2 billion outstanding of Wellcare’s 5¼% senior notes due 2025 (Cusip: 94946TAC0) and $747,218,000 of the $750 million outstanding of Wellcare’s 5 3/8% senior notes due 2026 (Cusip: 94946TAD8/U9488LAB8).

The tender, which had been pushed out four times since the initial deadline on Nov. 15, represented 95.48% of the 2025 notes and 99.63% of the 2026 notes. The exchange was undertaken in relation to the companies’ planned merger.

Celgene offered an early participation payment of $2.50 in cash for each $1,000 of notes tendered by 5 p.m. ET on Nov. 15. The exchange was extended four times on Dec. 2, Dec. 18, Jan. 8 and Jan. 14.

The settlement date of the exchange offers is expected to occur on Jan. 23, immediately prior to the closing of the companies’ merger.

Each Centene note issued in the exchange will have an interest rate and maturity date that is identical to the interest rate and maturity date of the tendered WellCare note, as well as identical interest payment dates and optional redemption terms.

No accrued and unpaid interest is payable upon acceptance of any WellCare notes in the exchange offers and consent solicitations. However, the first interest payment on the Centene notes will include the accrued and unpaid interest from the applicable WellCare notes tendered in exchange therefor so that a tendering eligible holder will receive the same interest payment it would have received had its WellCare notes not been tendered in the exchange offers and consent solicitations.

The Centene notes will be senior unsecured obligations of Centene and will be equal in right of payment with each other and with all of Centene's existing and future senior debt and senior in right of payment to all of Centene's existing and future subordinated debt.

Centene is a St. Louis-based health care company that provides services to government-sponsored and commercial health care programs. WellCare is a Tampa, Fla.-based provider of government-sponsored managed care services to families, children, seniors and individuals with complex medical needs.

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