Arrangement of Financing for Centene Corporation’s Acquisition of Health Net, Inc.

On July 2, 2015, Centene Corporation and Health Net, Inc. announced that they have entered into a definitive agreement under which Centene will acquire all of the shares of Health Net in a cash and stock transaction valued at approximately $6.8 billion, including the assumption of approximately $500 million of debt. The combination of Centene and Health Net would create a leading diversified multinational healthcare enterprise with more than ten million members across the country and estimated 2015 pro forma premium and service revenues of approximately $37 billion.

Centene intends to fund the cash portion of the acquisition through a combination of existing cash on hand and debt financing. Cravath represented Wells Fargo as lead arranger in connection with approximately $2.7 billion of committed financing to Centene. The transaction is expected to close by early 2016.

The Cravath team included partner Stephen M. Kessing and associates Nicholas A. Dorsey, Thurston J. Hamlette and Shamil P. Kotecha. Summer associate James J. Valenza also worked on this matter.