|6 Months Ended|
Jun. 30, 2020
|Business Combinations [Abstract]|
On January 23, 2020, the Company acquired all of the issued and outstanding shares of WellCare. The transaction was valued at $19,555 million, including the assumption of debt. The WellCare Acquisition brings a high-quality Medicare platform and further extends the Company’s robust Medicaid offerings. The WellCare Acquisition also enables the Company to provide access to more comprehensive and differentiated solutions across more markets with a continued focus on affordable, high-quality, culturally-sensitive healthcare services. With the WellCare Acquisition, the Company further broadened its product offerings by adding a Medicare prescription drug plan to its existing business lines.
Total consideration paid for the acquisition was $17,605 million, consisting of Centene common shares valued at $11,431 million (based on Centene’s stock price of $66.76), $6,079 million in cash, and $95 million related to the fair value of replacement equity awards associated with pre-combination service. Each WellCare share was converted into 3.38 of validly issued, fully paid, non-assessable shares of Centene common stock and $120.00 in cash. In total, 171 million shares of Centene common stock were issued to the WellCare stockholders. The cash portion of the acquisition was funded through the issuance of long-term debt as further discussed in Note 7. Debt. The Company also recognized $71 million and $384 million of acquisition related costs, primarily related to WellCare, that were in the Consolidated Statements of Operations for the three and six months ended June 30, 2020, respectively.
The acquisition of WellCare was accounted for as a business combination using the acquisition method of accounting that requires assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date. The assessment of fair value on all assets acquired and liabilities assumed is preliminary and, accordingly, the Company has recorded provisional amounts which are subject to adjustment. Measurement period adjustments will be recorded in the period in which they are determined, as if they had been completed at the acquisition date.
The Company’s preliminary allocation of the fair value of assets acquired and liabilities assumed as of the acquisition date of January 23, 2020 is as follows ($ in millions):
The Company has made the following preliminary fair value adjustments based on information reviewed through June 30, 2020. Significant fair value adjustments are noted as follows:
The preliminary fair values and weighted average useful lives for identifiable intangible assets acquired are as follows:
Immediately prior to the closing of the WellCare Acquisition, Anthem, Inc. acquired WellCare’s Missouri Medicaid health plan, a WellCare Missouri Medicare Advantage health plan, and WellCare’s Nebraska Medicaid health plan. CVS Health Corporation acquired portions of Centene’s Illinois Medicaid and Medicare Advantage health plans as part of previously announced divestiture agreements. The Company recorded $11 million and $104 million in pre-tax gains for the three and six months ended June 30, 2020, respectively, as a result of the Illinois divestiture, which is included in investment and other income on the Consolidated Statements of Operations.
Unaudited Pro Forma Financial Information
The following table presents supplemental pro forma information for the three and six months ended June 30, 2019 ($ in millions, except per share data):
The unaudited pro forma total revenues for the six months ended June 30, 2020 was $55,527 million. It is impracticable for the Company to determine the pro forma earnings information for the six months ended June 30, 2020 due to the nature of obtaining that information as the Company immediately began integrating WellCare into its ongoing operations.
The unaudited pro forma financial information reflects the historical results of Centene and WellCare adjusted as if the acquisition had occurred on January 1, 2019, primarily for the following:
The pro forma results do not reflect any anticipated synergies, efficiencies, or other cost savings of the acquisition. Accordingly, the unaudited pro forma financial information is not indicative of the results if the acquisition had been completed on January 1, 2019 and is not a projection of future results. The unaudited pro forma financial information does not reflect the previously discussed divestitures as the impact would be impracticable to quantify.
The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef