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Published: 2021-02-18 08:26:44 ET
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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): February 17, 2021


CENTENE CORPORATION
(Exact Name of Registrant as Specified in Charter)


Delaware
001-31826
 42-1406317
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

7700 Forsyth Blvd.,
St. Louis, Missouri
63105
(Address of Principal Executive Offices)
(Zip Code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock, $0.001 Par Value
  
CNC
  
New York Stock Exchange

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. ☐

Item 8.01   Other Events.

On February 18, 2021, Centene Corporation (the “Company”) issued a press release announcing the expiration and final tender results of the Company’s tender offer (the “Tender Offer”) to purchase for cash any and all of the $2,200,000,000 aggregate principal amount outstanding of the Company’s 4.75% Senior Notes due 2025.

The Tender Offer expired at 5:00 p.m., New York City time, on February 17, 2021.

A copy of the press release announcing the expiration and final tender results of the Tender Offer is attached hereto as Exhibit 99.1, and is incorporated herein by reference in this Item 8.01.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.  The following exhibit is being filed herewith:

Exhibit Number
  
Description
 
Press release, dated February 18, 2021, relating to the expiration and final tender results of the Tender Offer
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

 
CENTENE CORPORATION
     
Date: February 18, 2021
By:
/s/ Jeffrey A. Schwaneke
   
Jeffrey A. Schwaneke
   
Executive Vice President and Chief Financial Officer