CENTENE CORP : Entry into a Material Definitive Agreement, Regulation FD Disclosure (form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
Asset Purchase Agreement
Agreement (the "Asset Purchase Agreement"), pursuant to which, among other
things, a newly formed, wholly owned subsidiary of
substantially all of the assets of Fidelis for approximately
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
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
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the contemplated transactions to be rescinded following completion of the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
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
(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
third party consents in connection with the assignment to
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
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
Asset Purchase Agreement), the terminating party is required to pay the other
party a termination fee of
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,
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,
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.
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.
2.1* Asset Purchase Agreement, dated
Fidelis Care New York
99.1 Press Release, dated
* 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
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