ST. LOUIS, Jan. 8, 2020 /PRNewswire/ — Centene Corporation (NYSE:CNC) (“Centene”) appear today the addendum of the cessation date of the offers to barter (the “Exchange Offers”) addendum (the “WellCare Notes”) issued by WellCare Bloom Plans, Inc. (NYSE:WCG) (“WellCare”) for up to $1,950,000,000 accumulated arch bulk of new addendum to be issued by Centene (the “Centene Notes”) and banknote and the accompanying accord solicitations (the “Consent Solicitations”) actuality fabricated by Centene on account of WellCare to accept assertive proposed amendments (the “Amendments”) to the indentures administering the WellCare Notes. Centene hereby extends such cessation date from 5:00 p.m., New York City time, on January 8, 2020, to 5:00 p.m., New York City time, on January 14, 2020 (as the aforementioned may be added extended, the “Expiration Date”).
On November 14, 2019, requisite consents were accustomed and added indentures were executed, eliminating essentially all akin covenants and assertive contest of absence and added accoutrement in anniversary of the indentures administering the WellCare Notes. Such added indentures will alone become accessible aloft the adjustment date of the Barter Offers.
The Barter Offers and Accord Solicitations are actuality fabricated pursuant to the agreement and accountable to the altitude set alternating in the arcane alms advertisement and accord address account anachronous November 1, 2019, as adapted on November 12, 2019 and the accompanying letter of assignment and accord hereby, anniversary as adapted by the columnist releases anachronous December 2, 2019 and December 18, 2019 and as adapted hereby, and are conditioned aloft the closing of Centene’s accession of WellCare (the “Merger”), which action may not be waived by Centene, and assertive added altitude that may be waived by Centene.
The adjustment date for the Barter Offers is accepted to action promptly afterwards the Cessation Date and anon above-mentioned to the closing of the Merger, which is accepted to action by the aboriginal bisected of 2020. As a result, the Cessation Date may be added continued one or added times. Centene will accommodate apprehension of any such addendum in beforehand of the Cessation Date.
Except as declared in this columnist release, all added agreement of the Barter Offers and Accord Solicitations abide unchanged.
As of 5:00 p.m., New York City time, on January 8, 2020, the arch amounts of WellCare Addendum set alternating in the table beneath had been validly tendered and not validly withdrawn:
WellCare Addendum Tendered as of 5:00 p.m., New York City time, on January 8, 2020
Title of Series/CUSIP Number
Principal Bulk Outstanding
5.25% Senior Addendum due 2025 / 94946TAC0
5.375% Senior Addendum due 2026 / 94946TAD8 / U9488LAB8
Documents apropos to the Barter Offers and Accord Solicitations will alone be broadcast to acceptable holders of WellCare Addendum who complete and acknowledgment an accommodation anatomy acknowledging that they are either a “qualified institutional buyer” beneath Rule 144A or not a “U.S. person” and alfresco the United States beneath Regulation S for purposes of applicative balance laws. Except as adapted by the columnist releases anachronous December 2, 2019 and December 18, 2019 and as adapted hereby, the complete agreement and altitude of the Barter Offers and Accord Solicitations are declared in the arcane alms advertisement and accord address account anachronous November 1, 2019 as adapted on November 12, 2019 and the accompanying letter of assignment and consent, copies of which may be acquired by contacting Global Bondholder Casework Corporation, the barter abettor and advice abettor in affiliation with the Barter Offers and Accord Solicitations, at (866) 470-4200 (U.S. toll-free) or (212) 430-3774 (banks and brokers). The accommodation anatomy is accessible electronically at: https://gbsc-usa.com/eligibility/centene.
This columnist absolution does not aggregate an action to advertise or purchase, or a address of an action to advertise or purchase, or the address of tenders or consents with account to, any security. No offer, solicitation, acquirement or auction will be fabricated in any administration in which such an offer, address or auction would be unlawful. The Barter Offers and Accord Solicitations are actuality fabricated alone pursuant to the alms advertisement and accord address account anachronous November 1, 2019, as adapted on November 12, 2019 and as adapted by the columnist releases anachronous December 2, 2019 and December 18, 2019 and as adapted hereby and the accompanying letter of assignment and consent, and alone to such bodies and in such jurisdictions as are acceptable beneath applicative law.
The Centene Addendum offered in the Barter Offers accept not been registered beneath the Balance Act of 1933, as amended, or any accompaniment balance laws. Therefore, the Centene Addendum may not be offered or awash in the United States absent allotment or an applicative absolution from the allotment requirements of the Balance Act of 1933, as amended, and any applicative accompaniment balance laws.
About Centene Corporation
Centene Corporation, a Fortune 100 company, is a diversified, multi-national healthcare action that provides a portfolio of casework to government sponsored and bartering healthcare programs, absorption on under-insured and uninsured individuals. Many accept allowances provided under Medicaid, including the Accompaniment Children’s Bloom Allowance Program (CHIP), as able-bodied as Aged, Blind or Disabled (ABD), Foster Care and Long-Term Casework and Supports (LTSS), in accession to added state-sponsored programs, Medicare (including the Medicare prescription biologic account frequently accepted as “Part D”), bifold acceptable programs and programs with the U.S. Department of Defense. Centene also provides healthcare casework to groups and individuals delivered through bartering bloom plans. Centene operates bounded bloom affairs and offers a ambit of bloom allowance solutions. It additionally affairs with added healthcare and bartering organizations to accommodate specialty casework including behavioral bloom management, affliction administration software, correctional healthcare services, dental allowances management, bartering programs, home-based primary affliction services, action and bloom management, eyes allowances management, pharmacy allowances management, specialty pharmacy and telehealth services.
Cautionary Account Apropos Forward-Looking Statements
All statements, added than statements of accepted or absolute fact, independent in this advice are advanced statements. Afterwards attached the foregoing, advanced statements generally use words such as “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “seek,” “target,” “goal,” “may,” “will,” “would,” “could,” “should,” “can,” “continue” and added agnate words or expressions (and the abrogating thereof). In particular, these statements include, afterwards limitation, statements about Centene’s advised use of gain from the offering, approaching operating or banking performance, bazaar opportunity, advance strategy, competition, accepted activities in completed and approaching acquisitions, including statements about the appulse of the Merger, Centene’s contempo accession (the “Fidelis Affliction Transaction”) of essentially all the assets of New York Accompaniment Catholic Bloom Plan, Inc., d/b/a Fidelis Affliction New York (“Fidelis Care”), investments and the capability of Centene’s accessible banknote resources.
These advanced statements reflect Centene’s accepted angle with account to approaching contest and are based on abundant assumptions and assessments fabricated by Centene in ablaze of Centene’s acquaintance and acumen of absolute trends, accepted conditions, business strategies, operating environments, approaching developments and added factors Centene believes appropriate. By their nature, advanced statements absorb accepted and alien risks and uncertainties and are accountable to change because they chronicle to contest and depend on affairs that will action in the future, including economic, regulatory, aggressive and added factors that may account Centene’s or its industry’s absolute results, levels of activity, achievement or achievements to be materially altered from any approaching results, levels of activity, achievement or achievements bidding or adumbrated by these advanced statements. These statements are not guarantees of approaching achievement and are accountable to risks, uncertainties and assumptions.
All advanced statements included in this advice are based on advice accessible to Centene on the date of this communication. Except as may be contrarily appropriate by law, Centene undertakes no obligation and especially disclaims any obligation to amend or alter the advanced statements included in this communication, whether as a aftereffect of new information, approaching contest or otherwise, afterwards the date of this communication. You should not abode disproportionate assurance on any advanced statements, as absolute after-effects may alter materially from projections, estimates, or added advanced statements due to a array of important factors, variables and contest including, but not bound to, the following: (i) the accident that authoritative or added approvals appropriate for the Merger may be delayed or not acquired or are acquired accountable to altitude that are not advancing that could crave the action of management’s time and Centene’s assets or contrarily accept an adverse aftereffect on Centene; (ii) the achievability that assertive altitude to the cleanup of the Merger will not be annoyed or completed on a appropriate base and appropriately the Merger may not be consummated on a appropriate base or at all; (iii) ambiguity as to the accepted banking achievement of the accumulated aggregation afterward achievement of the Merger; (iv) the achievability that the accepted synergies and amount conception from the Merger will not be realized, or will not be accomplished aural the accepted time period; (v) the action of management’s time and Centene’s resources, and added costs incurred and business changes required, in affiliation with acknowledging with the undertakings in affiliation with any regulatory, authoritative or third affair consents or approvals for the Merger; (vi) the accident that abrupt costs will be incurred in affiliation with the achievement and/or affiliation of the Merger or that the affiliation of WellCare will be added difficult or time arresting than expected; (vii) the accident that abeyant action in affiliation with the Merger may affect the timing or accident of the Merger, account it not to abutting at all, or aftereffect in cogent costs of defense, apology and liability; (viii) a decline of the acclaim appraisement of Centene’s indebtedness, which could accord acceleration to an obligation to redeem absolute indebtedness; (ix) abrupt costs, accuse or costs consistent from the Merger; (x) the disability to absorb key personnel; (xi) disruption from the announcement, pendency and/or achievement of the Merger, including abeyant adverse reactions or changes to business relationships with customers, employees, suppliers or regulators, authoritative it added difficult to advance business and operational relationships; (xii) the accident that, afterward the Merger, the accumulated aggregation may not be able to finer administer its broadcast operations, (xiii) Centene’s adeptness to accurately adumbrate and finer administer bloom allowances and added operating costs and reserves; (xiv) competition; (xv) associates and acquirement declines or abrupt trends; (xvi) changes in healthcare practices, new technologies and advances in medicine; (xvii) added healthcare costs, (xviii) changes in economic, political or bazaar conditions; (xix) changes in federal or accompaniment laws or regulations, including changes with account to assets tax ameliorate or government healthcare programs as able-bodied as changes with account to the Patient Protection and Affordable Affliction Act and the Bloom Affliction and Education Affordability Reconciliation Act, collectively referred to as the Affordable Affliction Act (“ACA”), and any regulations allowable thereunder that may aftereffect from alteration political altitude or authoritative actions, including the ultimate aftereffect of the District Court accommodation in “Texas v. United States of America” apropos the amends of the ACA; (xx) amount cuts or added acquittal reductions or delays by authoritative payors and added risks and uncertainties affecting Centene’s government businesses; (xxi) Centene’s adeptness to abundantly amount articles on federally facilitated and state-based Bloom Allowance Marketplaces; (xxii) tax matters; (xxiii) disasters or above epidemics; (xxiv) the aftereffect of acknowledged and authoritative proceedings; (xxv) changes in accepted arrangement alpha dates; (xxvi) provider, state, federal and added arrangement changes and timing of authoritative approval of contracts; (xxvii) the expiration, suspension, or abortion of Centene’s affairs with federal or accompaniment governments (including, but not bound to, Medicaid, Medicare, TRICARE or added customers); (xxviii) the adversity of admiration the timing or aftereffect of awaiting or approaching action or government investigations; (xxix) challenges to Centene’s arrangement awards; (xxx) cyber-attacks or added aloofness or abstracts aegis incidents; (xxxi) the achievability that the accepted synergies and amount conception from acquired businesses, including, afterwards limitation, the Fidelis Affliction Transaction, will not be realized, or will not be accomplished aural the accepted time period; (xxxii) the action of Centene management’s time and Centene’s resources, and added costs incurred and business changes appropriate in affiliation with acknowledging with the undertakings in affiliation with any regulatory, authoritative or third affair consents or approvals for acquisitions; (xxxiii) disruption acquired by cogent completed and awaiting acquisitions, including, amid others, the Fidelis Affliction Transaction, authoritative it added difficult to advance business and operational relationships; (xxxiv) the accident that abrupt costs will be incurred in affiliation with the achievement and/or affiliation of accession transactions; (xxxv) changes in accepted closing dates, estimated acquirement amount and accession for acquisitions; (xxxvi) the accident that acquired businesses, including Fidelis Care, will not be chip successfully; (xxxvii) the accident that Centene may not be able to finer administer its operations as they accept broadcast as a aftereffect of the Fidelis Affliction Transaction; (xxxviii) restrictions and limitations in affiliation with Centene’s indebtedness; (xxxix) Centene’s adeptness to advance or accomplish advance in the Centers for Medicare and Medicaid Casework brilliant ratings and advance or accomplish advance in added affection array in anniversary case that can appulse acquirement and approaching growth; (xl) availability of debt and disinterestedness costs on agreement that are favorable to Centene; (xli) inflation; and (xlii) adopted bill fluctuations.
This account of important factors is not advised to be exhaustive. Centene discusses assertive of these affairs added fully, as able-bodied as assertive added factors that may affect Centene’s business operations, banking action and after-effects of operations, in Centene’s filings with the Balance and Barter Commission (the “SEC”), including the allotment account on Anatomy S-4 filed by Centene with the SEC on May 23, 2019, and Centene’s Annual Report on Anatomy 10-K, annual letters on Anatomy 10-Q and accepted letters on Anatomy 8-K. Due to these important factors and risks, Centene cannot accord assurances with account to Centene’s approaching performance, including afterwards limitation Centene’s adeptness to advance able exceptional levels or Centene’s adeptness to ascendancy its approaching medical and selling, accepted and authoritative costs.
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SOURCE Centene Corporation
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