UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 8, 2007
Centene Corporation
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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000-33395
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42-1406317 |
| (State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer |
| of Incorporation)
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Identification No.) |
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| 7711 Carondelet Avenue, Suite 800 |
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| St. Louis, Missouri
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63105 |
| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (314) 725-4477
Former Name or Former Address, if Changed Since Last Report: Not Applicable
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 7.01. Regulation FD Disclosure.
On March 8, 2007, Centene Corporation (the “Company”) announced its intention to offer $175 million
in aggregate principal amount of senior notes due 2014 (the “Notes”) in a private placement,
subject to market and other conditions. In connection with this offering, the Company will agree
to file a registration statement with the Securities and Exchange Commission (the “SEC”) relating
to an offer to exchange the Notes issued in this offering for publicly tradeable notes having
substantially identical terms in accordance with published SEC interpretations.
The Company expects the offering will be completed in March 2007. The closing of the offering will
be subject to customary closing conditions. The Company will use a portion of the net proceeds
from the offering to refinance approximately $150.0 million of its existing indebtedness which is
currently outstanding under its revolving credit facility. Any additional proceeds will be used
for general corporate purposes.
Certain
information contained in the preliminary offering memorandum dated March 7, 2007 (the
“Preliminary Offering Memorandum”) relating to the proposed offering of the Notes is contained in
Exhibit 99.1 attached hereto and incorporated herein by reference.
The information contained in this Item 7.01 is neither an offer to sell nor a solicitation of an
offer to buy any of the Notes. The Notes will be offered in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”)
and outside the United States to non-United States persons in compliance with Regulation S under
the Securities Act. The Notes to be offered will not be registered under the Securities Act or
applicable state securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of the Securities Act.
The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that section, nor shall such information be deemed incorporated by
reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing. The information set forth in this Item 7.01
shall not be deemed an admission as to the materiality of any information in this report on Form
8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 8.01. Other Events.
The Company announced its intention to offer the Notes in a press release dated March 8, 2007,
which is attached as Exhibit 99.2 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.