CENTENE CORP. Read-Thru From NY Governor s Budget to Fidelis Deal HEALTHCARE SERVICES. (CNC $ Peer Perform)

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1 HEALTHCARE SERVICES Managed Care Market Overweight CENTENE CORP (CNC $ Peer Perform) Read-Thru From NY Governor s Budget to Fidelis Deal NY Governor s Budget Could Impact Fidelis Deal On 1/16/18 New York Governor Andrew Cuomo introduced the Governor s budget for FY For background a Governor s budget is typically offered as a potential blueprint but state legislatures are responsible for passing a budget and sending it to the Governor, who then would need to sign it into law (typically with some items vetoed). New York s fiscal year begins 4/1. As mentioned in our recent MOH note, the NY Governor s budget includes several interesting health care proposals including a surcharge to recapture the benefit of a lower federal tax rate and $500m annually from "conversions, acquisitions or related transactions from MCOs. See page 2 for the budget language. Fidelis Deal Contemplated Some Reduction in Proceeds Due to Government. While CNC structured the Fidelis deal as an asset purchase agreement, it seems reasonable to think the deal would be impacted by this provision if it becomes law. As shown on page 3 and 4, the asset purchase agreement allows the seller to terminate the deal if a burdensome condition is imposed by the Governmental Authority, defined as a reduction in proceeds received by greater than $375M. The health insurance conversion provision of the Governor s budget doesn t appear to indicate how the tax / assessment would work in practice so hard to know if state would look to get all $500M of revenue from the Fidelis deal. Potential Impact to Timing / Accretion Difficult to Ascertain If the provision becomes law and the state would ultimately asses Fidelis an amount greater than $375M upon close, we think the easiest logical answer would be for CNC to improve their offer by the $ above that threshold (in this case $125m) paid either to Fidelis or directly to the state. A hypothetical m shares issued to bridge the $125m difference would dilute EPS <1% fairly immaterial vs. mid-teens accretion expected in year two. Actually the $20 increase in CNC share price since the deal announcement would add 2% to accretion allowing CNC to hypothetically fund the entire $500m and still leave the deal inline w/original guidance. That said look for focus on 2/6 Q4 earnings call around any increased clarity from the state on these issues and potential impact to the purchase agreement with Fidelis including updated view of deal close timing vs. 4/1/18 close embedded in guidance. As noted previously we would not be surprised to see Fidelis timing slip a bit given NY is a fairly heavily regulated state. Trading and Fundamental Data Target Price YE 18 $113 Prior Target Price NA Current Price $ % Upside to Target 2% 52-Week Range $62-$112 Market Cap. (B) $20 Shares Out. (M) 177 Avg. Daily Vol. (000) 1,302 Total Debt to Total Cap 42% Short-Interest Ratio 6.0 % of Float 3.8% TTM Dividend Yield NA EV (B) $22 EV / 2019 EBITDA 7.0x Price Performance YTD LTM CNC 10% 75% Managed Care 11% 32% S&P 500 7% 25% $ 100 $ 80 $ 60 Source: FactSet/Wolfe Research Justin Lake, CFA (646) jlake@wolferesearch.com Stephen Baxter, CFA (646) sbaxter@wolferesearch.com Andrew Mok, CFA, CPA (646) amok@wolferesearch.com DO NOT FORWARD DO NOT DISTRIBUTE DOCUMENT CAN ONLY BE PRINTED TWICE This report is limited solely for the use of clients of Wolfe Research. Please refer to the DISCLOSURE SECTION located at the end of this report for Analyst Certifications, Important Disclosures and Other Disclosures. WolfeResearch.com Page 1 of 6

2 Relevant Sections of Governor s Budget Exhibit 1: Health Insurance Conversions Provision of NY Governor s Budget Note: Source: Wolfe Research WolfeResearch.com Page 2 of 6

3 Relevant Sections of Asset Purchase Agreement Exhibit 2: Definition of Burdensome Condition under Asset Purchase Agreement Source: Wolfe Research WolfeResearch.com Page 3 of 6

4 Exhibit 3: Termination Section of Asset Purchase Agreement Note: Source: Wolfe Research WolfeResearch.com Page 4 of 6

5 DISCLOSURE SECTION Analyst Certification: The analyst of Wolfe Research, LLC primarily responsible for this research report whose name appears first on the front page of this research report hereby certifies that (i) the recommendations and opinions expressed in this research report accurately reflect the research analysts personal views about the subject securities or issuers and (ii) no part of the research analysts compensation was, is or will be directly or indirectly related to the specific recommendations or views contained in this report. Important Disclosures: Price Chart with Ratings and Target Price History Note: OP = Outperform; PP = Peer Perform; UP = Underperform Wolfe Research, LLC Fundamental Valuation Methodology: Company: Fundamental Valuation Methodology: CNC Relative PE to S&P 500 on NTM earnings basis Wolfe Research, LLC Fundamental Recommendation, Rating and Target Price Risks: Company: Risks That May Impede Achievement of the Recommendation, Rating or Target Price: CNC The primary earnings risk for MCOs is that cost trend will increase more than priced for. Other industry risks include political / regulatory uncertainty following the 2016 elections given that Republicans have campaigned on repealing the Affordable Care Act. We estimate that ~20% of CNC s earnings come from Medicaid expansion and the Exchanges and would be at risk if the ACA is repealed. In addition key risks include the potential uncertainty around the company s ability to integrate HealthNet and meet synergy targets, Medicaid rate pressure, disappointing RFP performance, pressure on exchange margins and any potential problems with new market growth in segments such as Medicare Advantage. Upside risk to Peer Perform rating would be any potential further M&A where CNC was a target, continued market share growth in Medicaid, potential for the company to exceed synergy targets on HNT and potential for ACA repeal and replace legislation to not negatively impact Medicaid expansion and the individual market. Wolfe Research, LLC Research Disclosures: Company: Research Disclosures: CNC None Other Disclosures: Wolfe Research, LLC Fundamental Stock Ratings Key: Outperform (OP): The security is projected to outperform analyst's industry coverage universe over the next WolfeResearch.com Page 5 of 6

6 Peer Perform (PP): Underperform (UP): 12 months. The security is projected to perform approximately in line with analyst's industry coverage universe over the next 12 months. The security is projected to underperform analyst's industry coverage universe over the next 12 months. Wolfe Research, LLC uses a relative rating system using terms such as Outperform, Peer Perform and Underperform (see definitions above). Please carefully read the definitions of all ratings used in Wolfe Research, LLC research. In addition, since Wolfe Research, LLC research contains more complete information concerning the analyst s views, please carefully read Wolfe Research, LLC research in its entirety and not infer the contents from the ratings alone. In all cases, ratings (or research) should not be used or relied upon as investment advice and any investment decisions should be based upon individual circumstances and other considerations. Wolfe Research, LLC Sector Weighting System: Market Overweight (MO): Market Weight (MW): Market Underweight (MU): Expect the industry to outperform the primary market index for the region (S&P 500 in the U.S.) by at least 10% over the next 12 months. Expect the industry to perform approximately in line with the primary market index for the region (S&P 500 in the U.S.) over the next 12 months. Expect the industry to underperform the primary market index for the region (S&P 500 in the U.S.) by at least 10% over the next 12 months. Wolfe Research, LLC Distribution of Fundamental Stock Ratings (As of December 31, 2017): Outperform: 38% 2% Investment Banking Clients Peer Perform: 52% 2% Investment Banking Clients Underperform: 10% 0% Investment Banking Clients Wolfe Research, LLC does not assign ratings of Buy, Hold or Sell to the stocks it covers. 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