SEC Comment Letter for CENTENE CORP (CNC) (CIK 0001071739) (CNC) — Mar 9, 2020
CENTENE CORP (CNC) (CIK 0001071739)
Date: March 9, 2020 · CIK: 0001071739 · Accession: 0000000000-20-002115
AI Filing Summary & Sentiment
File numbers found in text: 333-236638
Letter
March 9, 2020 Christopher Koster Senior Vice President, General Counsel and Secretary Centene Corporation 7700 Forsyth Boulevard St. Louis, MO 63105 Re:Centene Corporation Registration Statement on Form S-4 Filed February 26, 2020 Amendment No. 1 to Registration Statement on Form S-4 Filed February 26, 2020 File No. 333-236638 Dear Mr. Koster: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-4 filed February 26, 2020 and Form S-4/A filed February 26, 2020 General 1.We note that Article X of your bylaws includes a provision designating the Court of Chancery of the State of Delaware as the exclusive forum for certain proceedings, including derivative actions brought on behalf of the company. Please revise to prominently disclose this provision and highlight that it may discourage shareholder lawsuits or limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes. In addition, such disclosure should state whether this provision applies to actions arising under the Securities Act and/or the Exchange Act. If so, please also revise to state that investors cannot waive compliance with the federal securities laws
FirstName LastNameChristopher Koster Comapany NameCentene Corporation March 9, 2020 Page 2 FirstName LastName Christopher Koster Centene Corporation March 9, 2020 Page 2 and the rules and regulations thereunder. If the provision applies to Securities Act claims, please also state that there is uncertainty as to whether a court would enforce such provision. Please add Risk Factor disclosure that describes any risks or impacts on investors. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact David Lin, Staff Attorney, at (202) 551-3552 or Eric Envall, Staff Attorney, at (202) 551-3234 with any questions. Sincerely, Division of Corporation Finance Office of Finance
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March 9, 2020
Christopher Koster
Senior Vice President, General Counsel and Secretary
Centene Corporation
7700 Forsyth Boulevard
St. Louis, MO 63105
Re:Centene Corporation
Registration Statement on Form S-4
Filed February 26, 2020
Amendment No. 1 to Registration Statement on Form S-4
Filed February 26, 2020
File No. 333-236638
Dear Mr. Koster:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed February 26, 2020 and Form S-4/A filed February 26, 2020
General
1.We note that Article X of your bylaws includes a provision designating the Court of
Chancery of the State of Delaware as the exclusive forum for certain proceedings,
including derivative actions brought on behalf of the company. Please revise to
prominently disclose this provision and highlight that it may discourage shareholder
lawsuits or limit a shareholder’s ability to bring a claim in a judicial forum that it finds
favorable for disputes. In addition, such disclosure should state whether this provision
applies to actions arising under the Securities Act and/or the Exchange Act. If so, please
also revise to state that investors cannot waive compliance with the federal securities laws
FirstName LastNameChristopher Koster
Comapany NameCentene Corporation
March 9, 2020 Page 2
FirstName LastName
Christopher Koster
Centene Corporation
March 9, 2020
Page 2
and the rules and regulations thereunder. If the provision applies to Securities Act claims,
please also state that there is uncertainty as to whether a court would enforce such
provision. Please add Risk Factor disclosure that describes any risks or impacts on
investors.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact David Lin, Staff Attorney, at (202) 551-3552 or Eric Envall, Staff
Attorney, at (202) 551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance