On January 21, 2020 Centene Corporation (NYSE:CNC) ("Centene") reported the final results of the offers to exchange (the "Exchange Offers") notes (the "WellCare Notes") issued by WellCare Health Plans, Inc. (NYSE:WCG) ("WellCare") for up to $1,950,000,000 aggregate principal amount of new notes to be issued by Centene (the "Centene Notes") and cash and the related consent solicitations (the "Consent Solicitations") made by Centene on behalf of WellCare to adopt certain proposed amendments (the "Amendments") to the indentures governing the WellCare Notes (Press release, Centene , JAN 21, 2020, View Source [SID1234553382]). The Exchange Offers and Consent Solicitations expired at 5:00 p.m., New York City time, on January 21, 2020 (the "Expiration Date").
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As of the Expiration Date, an aggregate of $1,893,009,000 principal amount of WellCare Notes had been validly tendered and not validly withdrawn as set forth in the table below:
Eligible holders of WellCare Notes who validly tendered and did not validly withdraw such notes at or prior to the Expiration Date are eligible to receive $1,000 principal amount of the Centene Notes of the applicable series for each $1,000 principal amount of WellCare Notes pursuant to the terms set forth in the confidential offering memorandum and consent solicitation statement dated November 1, 2019, as amended on November 12, 2019 and the related letter of transmittal and consent, each as amended by the press releases dated December 2, 2019, December 18, 2019, January 8, 2020 and January 14, 2020 (as so amended, the "offering memorandum and consent solicitation statement" and the "letter of transmittal", respectively). Eligible holders of WellCare Notes who validly tendered and did not validly withdraw such notes at or prior to 5:00 p.m., New York City time, on November 15, 2019 (the "Early Participation Date") are eligible to receive on the settlement date an early participation payment of $2.50 in cash (the "Early Participation Payment"), even if on such settlement date such noteholder is no longer the noteholder of record of such WellCare Notes.
On November 14, 2019, requisite consents were received and supplemental indentures were executed, eliminating substantially all restrictive covenants and certain events of default and other provisions in each of the indentures governing the WellCare Notes. Such supplemental indentures will only become operative upon the settlement date of the Exchange Offers.
The Exchange Offers and Consent Solicitations were made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement and the letter of transmittal, and were conditioned upon, among other things, the substantially concurrent closing of Centene’s acquisition of WellCare (the "Merger"). The settlement date of the Exchange Offers and Consent Solicitations is expected to occur on or about January 23, 2020 and immediately prior to the closing of the Merger.
Each Centene Note issued in the Exchange Offers for a validly tendered WellCare Note 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 (i) equal in right of payment with each other and with all of Centene’s existing and future senior indebtedness and (ii) senior in right of payment to all of Centene’s existing and future subordinated debt.
Documents relating to the Exchange Offers and Consent Solicitations were only distributed to eligible holders of WellCare Notes who completed and returned an eligibility form confirming that they are either a "qualified institutional buyer" under Rule 144A or not a "U.S. person" and outside the United States under Regulation S for purposes of applicable securities laws. The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the offering memorandum and consent solicitation statement and the letter of transmittal.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Exchange Offers and Consent Solicitations were made solely pursuant to the offering memorandum and consent solicitation statement and the letter of transmittal and only to such persons and in such jurisdictions as are permitted under applicable law.
The Centene Notes offered in the Exchange Offers have not been registered under the Securities Act of 1933, as amended, or any state securities laws. Therefore, the Centene Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws.