Centene Corp
CNC
Delayed Nyse - 11/22 10:02:01 pm
96.95USD
+3.23%

CENTENE CORP : Entry into a Material Definitive Agreement, Regulation FD Disclosure (form 8-K)

Envoyer par e-mail
09/12/2017 | 11:22 pm

Item 1.01. Entry into a Material Definitive Agreement.



Asset Purchase Agreement



On September 12, 2017, Centene Corporation, a Delaware corporation ("Centene"),
and New York State Catholic Health Plan, Inc., d/b/a Fidelis Care New York, a
New York not-for-profit corporation ("Fidelis"), entered into an Asset Purchase
Agreement (the "Asset Purchase Agreement"), pursuant to which, among other
things, a newly formed, wholly owned subsidiary of Centene will purchase
substantially all of the assets of Fidelis for approximately $3.75 billion.
Centene has the option to fund up to $500 million of the purchase price in
Centene common stock. The purchase price is subject to certain customary closing
and post-closing adjustments as described in the Asset Purchase Agreement.



The obligations of the parties under the Asset Purchase Agreement are subject to
various mutual or reciprocal closing conditions, including, among others,
(i) the filings of Centene and Fidelis under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, shall have been made and the applicable
waiting period shall have expired or been terminated; (ii) the receipt of all
other required governmental approvals, including approvals from the New York
State
Attorney General, the New York State Department of Health ("DOH") and the
New York State Department of Financial Services; (iii) the absence of any
preliminary or permanent injunction or other order making the proposed
transactions illegal, otherwise restraining their consummation or causing any of
the contemplated transactions to be rescinded following completion of the
closing; (iv) the assignment by Fidelis to Centene of certain contracts relating
to its provision of Medicaid and other government program services (the "Payor
Contracts"); (v) receipt of any approvals, consents or waivers required in
connection with certain reinsurance arrangements between Fidelis and Centene;
(vi) the accuracy of the other party's representations and warranties contained
in the Asset Purchase Agreement (subject to certain materiality qualifiers) and
(vii) the other party's performance and compliance in all material respects with
its agreements, covenants and obligations under the Asset Purchase Agreement. In
addition, the respective obligations of each of the parties are subject to
additional conditions, including, in the case of Centene, receipt of required
third party consents in connection with the assignment to Centene of certain
material contracts.



Fidelis and Centene have the right to terminate the Asset Purchase Agreement
under certain circumstances. Those circumstances include, but are not limited
to, (1) mutual consent, (2) material uncured breach by the other party,
(3) either party being subjected to a Burdensome Condition (as defined in the
Asset Purchase Agreement), (4) failure to consummate the transactions by July 1,
2018
(or under certain circumstances, September 1, 2018), or (5) on account of a
final, non-appealable order of any governmental authority that permanently
restrains, enjoins or otherwise prohibits the closing of the transactions
contemplated by the Asset Purchase Agreement.



In the event the Asset Purchase Agreement is terminated as a result of either
Centene or Seller being subjected to a Burdensome Condition (as defined in the
Asset Purchase Agreement), the terminating party is required to pay the other
party a termination fee of $5 million.



Each of Centene and Fidelis has agreed to indemnify the other party for losses
arising from certain breaches of such party's representations and warranties and
obligations under the Asset Purchase Agreement and for certain other
liabilities, subject to certain limitations.



In connection with the Asset Purchase Agreement, Centene and Fidelis will enter
into certain ancillary agreements at the closing of the transactions
contemplated by the Asset Purchase Agreement, including, among others, a
transition services agreement, certain assignment agreements, certain
reinsurance agreements with respect to Fidelis's Medicare, Qualified Health Plan
and Essential Plan businesses and a registration rights agreement. Concurrently
with entering into the Asset Purchase Agreement, Centene also entered into
employment arrangements with certain Fidelis executives to be effective as of
the closing of the transactions contemplated by the Asset Purchase Agreement.



The representations, warranties and covenants set forth in the Asset Purchase
Agreement have been made only for the purposes of the Asset Purchase Agreement
and solely for the benefit of the parties thereto and may be subject to
limitations agreed upon by the contracting parties, including being qualified by
confidential disclosures made for the purposes of allocating contractual risk
between the parties instead of establishing these matters as facts. In addition,



--------------------------------------------------------------------------------



such representations and warranties were made only as of the dates specified in
the Asset Purchase Agreement and information regarding the subject matter
thereof may change after the date of the Asset Purchase Agreement. Accordingly,
the Asset Purchase Agreement is included with this filing only to provide
investors with information regarding its terms and not to provide investors with
any other factual information regarding Seller or its business as of the date of
the Asset Purchase Agreement or as of any other date.



The foregoing summary of the Asset Purchase Agreement is qualified in its
entirety by reference to the full text of the Asset Purchase Agreement filed as
Exhibit 2.1 hereto and incorporated herein by reference.



Item 7.01. Regulation FD Disclosure.



On September 12, 2017, Centene issued a press release announcing the entry into
the Asset Purchase Agreement and the transactions contemplated thereby. A copy
of the press release is attached hereto as Exhibit 99.1, which is incorporated
herein by reference.




Item 9.01. Exhibits.

(d) Exhibits



Exhibit Description

2.1* Asset Purchase Agreement, dated September 12, 2017, between Centene
Corporation
and New York State Catholic Health Plan, Inc. d/b/a
Fidelis Care New York

99.1 Press Release, dated September 12, 2017




* Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the Asset
Purchase Agreement have been omitted from this Report and will be furnished
supplementally to the SEC upon request.



--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

Acquiremedia 2017
Envoyer par e-mail