SEC Company Response from CENTENE CORP (CNC) (CIK 0001071739) (CNC) — Apr 7, 2020
CENTENE CORP (CNC) (CIK 0001071739)
Date: April 7, 2020 · CIK: 0001071739 · Accession: 0001140361-20-008162
AI Filing Summary & Sentiment
File numbers found in text: 333-236638
Letter
CENTENE CORPORATION
7700 Forsyth Boulevard
St. Louis, MO 63105
April 7, 2020
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
Centene Corporation
Registration Statement filed on Form S-4
File No. 333-236638
Filed February 26, 2020
Ladies and Gentlemen:
Centene Corporation (the “Registrant”), the issuer under its 4.75% Senior Notes due 2025, 4.25% Senior Notes due 2027, 4.625% Senior Notes due 2029 and 3.375 % Senior Notes due 2030 (collectively, the “Restricted Notes”), is registering exchange offers (the “Exchange Offers”) pursuant to the above referenced Registration Statement in reliance on the position of the Staff of the Securities and Exchange Commission (the “Staff”) enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (available April 13, 1988) (hereinafter, Exxon Capital Holdings), Morgan Stanley & Co. Inc., SEC No-Action Letter (available June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993). The Registrant represents as follows:
1.
The Registrant has not entered into any arrangement or understanding with any person who will receive the 4.75% Senior Notes due 2025, 4.25% Senior Notes due 2027, 4.625% Senior Notes due 2029 and 3.375 % Senior Notes due 2030 in the Exchange Offers (collectively, the “Exchange Notes”) to distribute those securities following completion of the Exchange Offers. To the best of the Registrant’s information and belief, each person participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and will not participate in the Exchange Offers with a view to distribute the Exchange Notes to be received in the Exchange Offers. In this regard, the Registrant will make each person participating in the Exchange Offers aware (through the prospectus for the Exchange Offers or otherwise) that if such person is participating in the Exchange Offers for the purpose of distributing the Exchange Notes, such person (i) cannot rely on the Staff position enunciated in Exxon Capital Holdings or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction, and be identified as an underwriter in the prospectus.
2.
The Registrant acknowledges that such a secondary resale transaction by such person participating in the Exchange Offers for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.
3.
The Registrant will include in the prospectus for the Exchange Offers (a) an acknowledgement that such participant does not intend to engage in a distribution of the Exchange Notes and (b) an acknowledgement for each person that is a broker-dealer exchanging Restricted Notes acquired for its own account as a result of market-making activities or other trading activities, that such person will satisfy any prospectus delivery requirements in connection with any resale of such Exchange Notes, and a statement to the effect that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
If you have any further questions or comments or desire further information in respect of the Registration Statement, please do not hesitate to contact Laura A. Kaufmann Belkhayat, Esq. of Skadden, Arps, Slate, Meagher & Flom LLP, our legal counsel, at (212) 735-2439.
Very truly yours,
CENTENE CORPORATION
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CENTENE CORPORATION
7700 Forsyth Boulevard
St. Louis, MO 63105
April 7, 2020
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
Centene Corporation
Registration Statement filed on Form S-4
File No. 333-236638
Filed February 26, 2020
Ladies and Gentlemen:
Centene Corporation (the “Registrant”), the issuer under its 4.75% Senior Notes due 2025, 4.25% Senior Notes due 2027, 4.625% Senior Notes due 2029 and 3.375 % Senior
Notes due 2030 (collectively, the “Restricted Notes”), is registering exchange offers (the “Exchange Offers”) pursuant to the above referenced Registration Statement in reliance on the position of the Staff of the Securities and Exchange
Commission (the “Staff”) enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (available April 13, 1988) (hereinafter, Exxon Capital Holdings), Morgan Stanley & Co. Inc., SEC No-Action Letter (available June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993). The Registrant
represents as follows:
1.
The Registrant has not entered into any arrangement or understanding with any person who will receive the 4.75% Senior Notes due 2025, 4.25% Senior Notes due 2027, 4.625% Senior Notes
due 2029 and 3.375 % Senior Notes due 2030 in the Exchange Offers (collectively, the “Exchange Notes”) to distribute those securities following completion of the Exchange Offers. To the best of the Registrant’s information and
belief, each person participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and will not participate in the Exchange Offers with a view to distribute the Exchange Notes to be received in the
Exchange Offers. In this regard, the Registrant will make each person participating in the Exchange Offers aware (through the prospectus for the Exchange Offers or otherwise) that if such person is participating in the Exchange Offers for
the purpose of distributing the Exchange Notes, such person (i) cannot rely on the Staff position enunciated in Exxon Capital Holdings or interpretive letters to similar effect and (ii) must comply
with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction, and be identified as an underwriter in the prospectus.
2.
The Registrant acknowledges that such a secondary resale transaction by such person participating in the Exchange Offers for the purpose of distributing the Exchange Notes should be
covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.
3.
The Registrant will include in the prospectus for the Exchange Offers (a) an acknowledgement that such participant does not intend to engage in a distribution of the Exchange Notes
and (b) an acknowledgement for each person that is a broker-dealer exchanging Restricted Notes acquired for its own account as a result of market-making activities or other trading activities, that such person will satisfy any prospectus
delivery requirements in connection with any resale of such Exchange Notes, and a statement to the effect that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act.
If you have any further questions or comments or desire further information in respect of the Registration Statement, please do not hesitate to contact Laura A. Kaufmann
Belkhayat, Esq. of Skadden, Arps, Slate, Meagher & Flom LLP, our legal counsel, at (212) 735-2439.
Very truly yours,
CENTENE CORPORATION
By:
/s/ Jeffrey A. Schwaneke
Name:
Jeffrey A. Schwaneke
Title:
Executive Vice President,
Chief Financial Officer and Treasurer
cc:
Skadden, Arps, Slate, Meagher & Flom LLP