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Centene issues $7B of senior notes

Centene Corp. sold $1 billion of 4.75% senior notes due Jan. 15, 2025; $2.5 billion of 4.25% senior notes due Dec. 15, 2027; and $3.5 billion of 4.625% senior notes due Dec. 15, 2029.

Interest will be paid every Jan. 15 and July 15, starting Jan. 15, 2020, on the senior notes due 2025 and every June 15 and Dec. 15, commencing June 15, 2020, on the senior notes due 2027 and 2029.

Net proceeds from the sale of the senior notes due 2027 and 2029 and part of the net proceeds from the sale of the senior notes due 2025 will be used to finance the cash consideration in Centene's pending acquisition of WellCare Health Plans Inc. and pay-related fees and expenses. The remainder of the net proceeds of senior notes due 2025 will be utilized for general corporate purposes, including the repayment of revolver borrowings.

Centene will be required to redeem the senior notes due 2027 and 2029 at a special mandatory redemption price equal to 100% of their principal amount, plus any accrued and unpaid interest to, but excluding, the date of redemption if the WellCare deal is not closed on or before Sept. 26, 2020, or if the merger is terminated prior to that date.

Centene, Barclays Capital Inc., J.P. Morgan Securities LLC, SunTrust Robinson Humphrey Inc., Wells Fargo Securities LLC and BofA Securities Inc. entered into a registration rights agreement, under which Centene agreed to use its reasonable best efforts to file a registration statement to allow the exchange of the senior notes due 2025 for registered notes having terms substantially identical to the $1.2 billion of 4.75% senior notes due 2025 that were issued under the indenture dated Nov. 9, 2016, or the registered resale of the former.

Barclays, J.P. Morgan, SunTrust, Wells Fargo and BofA Securities are the representatives of the initial purchasers.