Magellan Health, Inc. (CNC) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by and welcome to today's conference call and webcast to discuss Centene's acquisition of Magellan Health. [Operator Instructions] As a reminder, this conference call is being recorded, and the press release regarding today's announcement are available on the Investor Relations section of each company's website. The archived replay can be accessed on both companies' websites following the call. [Operator Instructions] I would now like to turn the call over to Jennifer Gilligan, Head of Investor Relations for Centene.

Thank you, Maria, and good morning, everyone. I'm Jennifer Gilligan, Head of Investor Relations for Centene. Thanks for joining us on our conference call to discuss Centene's proposed acquisition of Magellan Health announced earlier this morning. Please note, a slide deck is available to accompany this call on the Investors section of the Centene website under Presentations. Any remarks that Centene and Magellan Health may make about future expectations, plans and prospects constitute forward-looking statements for purposes of the safe harbor provision under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those discussed in Centene's most recently filed quarterly report and other SEC filings. Centene anticipates that subsequent events and developments will cause its estimates to change. While the company may elect to update its forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. I also want to remind you that our company's policy is that we undertake no obligation to update earnings guidance other than as part of its quarterly and yearly earnings disclosure. And its silence on guidance by the company or company officials should not be interpreted that guidance has or has not changed. With us this morning are Michael Neidorff, Chairman, President and CEO of Centene; Ken Fasola, CEO of Magellan Health; Sarah London, SVP, Technology, Innovation and Modernization, who heads up our Healthcare Enterprises Group; and Jeff Schwaneke, EVP and CFO of Centene. Also joining for the Q&A portion of the call is Jesse Hunter, Centene's EVP of M&A and Chief Strategy Officer. With that, I'll turn the call over to Michael Neidorff.

Thank you, Jenn. Thank you all for joining us this morning. We hope everyone had a wonderful safe, healthy virtual holiday season. I want to give a warm welcome to Ken, who is joining us on this call. I'd like to start by expressing our enthusiasm about this acquisition, and the step change this combination represents in our ability to provide comprehensive care to the most complex and vulnerable population. We have known Magellan Health for quite some time. We have been one of their customers for decades. And our shared commitment to the most vulnerable populations make this transaction a natural next step. The market for mental health and support services for complex populations today is highly fragmented resulting in suboptimal outcomes for individuals and significant cost to the health care system overall. The need for a better approach has been further underscored by the pandemic. Together with Magellan, we are establishing one of the nation's largest behavioral health platforms with the aim to deliver better health outcomes at lower total medical costs through the better integration of behavioral health capabilities and physical health services. The combination is aligned with Centene's diversification strategy and it truly advances our evolving Health Care Enterprises platform. Magellan Health will operate as an independent company, allowing Magellan Health to continue to support its existing customers as well as pursuing additional growth opportunities and protect against cross-contamination significantly. The transaction also serves to expand and diversify our Specialty Care Services. Combined, we will have significant scale and capabilities across specialty healthcare such as pharmacy, radiology and oncology, further enhancing Centene's whole health capabilities across the entire spectrum of care for our customers and members. Furthermore, Magellan Health brings 5.5 (sic) [ 5.5 million ] net new government members in behavioral health and specialty care, cementing our leadership position in government-sponsored healthcare. Overall, this will result in attractive value creation for our shareholders. The combination will drive growth opportunities to enhance internal operations, cross-selling opportunities and increased engagement with the third-party customers. Jeff will provide more details with regard to the meaningful synergies created by this transaction. As I mentioned, there are significant gaps in today's health care systems as it relates to behavioral health, resulting in suboptimal outcomes for patients while creating significant financial cost to the health care system more broadly. CMS projects health care spending in the U.S. will have reached $4 trillion in 2020. We note that while the overall number of contract high-class populations may be comparatively small, this globally accounts for a disproportionate percentage of overall cost. The second 5% represents 60% of this segment. Magellan Health focuses on the portion of this spend that is addressable and attributed towards complex, high-cost care, primarily across behavioral health, specialty health and for us. As a result, we believe this transaction will allow us to tackle these issues head-on enabling us through enhanced care and manage across and costs through our combined capabilities, technology investments, and scale. This combination makes one of the nation's largest behavioral health platforms with 41 million unique members, 21 million of which will be new to Centene. To highlight one statistic overall, medical cost increases 2x to 3x when they are in behavioral health comorbidity. Together with Magellan Health capabilities, our goal will be to leverage next gap approaches. We need to rethink how we deliver care on in-person setting with digital and virtual platforms. And with better data, we believe we will be able to make a meaningful difference in ensuring that members are taking the steps they need to improve their health. And this will be our focus and the focus of the Magellan Healthcare. Let me now turn it over to Ken for his perspective. I'm very pleased that he has agreed to continue to lead Magellan Health and the immense talent of the organization today.

Thank you, Michael, and good morning. We're thrilled to join Centene. Our companies have known each other for many years and our shared commitment to serving the most vulnerable populations will serve as a strong foundation for our future. Magellan Health today is a leader in managing the fastest growing, most complex areas of health with extensive experience in managing care for persons suffering with acute and chronic behavioral health conditions. This combination provides us with significantly greater scale and reach across a national population in medical, behavioral and pharmacy. Importantly, as a part of Centene's Health Care Enterprises platform, we will continue to operate Magellan Health as an independent company. When we first started talking about potential transaction with Centene, 2 things became very clear. First, we were both committed to a demographic that has historically been underserved. And second, Michael made it clear from the start that he wanted Magellan Health to retain its independence to serve our existing customers and to also add new third-party customers. These key elements made the transaction very exciting for us as we pursue growth as part of Centene, we will have access to both financial as well as operational and technology resources to continue to invest in our capabilities and add to our expertise. The disruption continues in the health care market, our focus will be on delivering new solutions and identifying new and better ways to enhance member outcomes and drive value for our customers. Technology will play a key role in our growth and continued innovation. In fact, we'll be experimenting with various approaches to test what works and what doesn't as we accelerate innovation inside Centene's Health Care Enterprises platform, creating the next-generation behavioral health platform is such an important challenge and opportunity. We know that developing this simplest and best approach will take some trial and error, and we're excited to roll up our sleeves and get started. I also wanted to briefly touch on our pharmacy capabilities, which will bring additional scale to Centene's growing pharmacy platform. Magellan Health Rx constitutes a significant part of our business and brings leading capabilities in specialty drug management with a strong legacy of clinical excellence and growth orientation. Now let me turn it over to Sarah, who will provide more detail on Centene's Health Care Enterprise platform and how Magellan Health fits within that.

Thank you, Ken. And let me echo Michael in welcoming you and Magellan Health team on board. We are excited about the opportunities this combination will create for both companies. As Michael and Ken mentioned, Magellan Health will become part of Health Care Enterprises portfolio and continue to run independently. Given my role leading HCE, I wanted to briefly reiterate the key principles of our Health Care Enterprises platform. First, as you know, we view our HCE platform as an independent vehicle for companies building innovative technology or service models. The HCE companies can leverage Centene's scale and membership as well as our health care expertise to grow, learn and further innovate. And Centene benefits through enhanced services, lower cost or new offerings for Centene members. Second, our goal is for the Health Care Enterprises portfolio to represent a diverse set of industry-leading capabilities. Key to this is identifying great teams and giving them the latitude to continue to operate and grow their businesses. Ken and his team are a great example of this. They bring a diversity of perspectives and experiences and are committed to delivering differentiated products to broad customers. We look forward to supporting Ken and his team as they continue to grow and evolve in Magellan Health platform. Finally, our goal has always been to ensure that companies in the HCE portfolio can continue to serve both Centene's and their market customers with no cross-contamination. We have put in place rigorous data security and technology firewalls to maintain separation of information, and we recently established an independent board for Health Care Enterprises to ensure oversight and decision-making remains in the best interest of the HCE companies and their customers. These governance principles are key for us to be able to grow our third-party customer base. Let me close by sharing a quick overview of our Specialty Care portfolio. As you can see, Magellan Health complements nicely our current product and service offerings, adding meaningful scale to our Behavioral, Specialty and Pharmacy segments. Now I'll turn it to Jeff, who will walk through the financials of the transaction.

Thank you, Sarah, and good morning. I'll start with a brief overview of the transaction highlights. Centene will acquire Magellan Health for $95 per share, representing a total transaction value of $2.2 billion. Centene expects the transaction to be slightly accretive in the first full year and deliver low to mid-single-digit percent adjusted EPS accretion from the transaction by the second full year, including the approximately $50 million in annual net cost synergies projected by the second full year. The net synergies are in addition to the cost reduction plan of $75 million already initiated by Magellan Health. Centene intends to finance the transaction through a combination of debt and cash. Upon closing, we expect our debt-to-capital ratio to be in the low 40% range, and we intend to achieve a debt-to-capital ratio in the upper 30% range within 12 to 18 months post-close through deal delevering. The transaction is subject to clearance under the Hart-Scott Rodino Act, receipt of required state regulatory approvals, the approval of the definitive merger agreement by Magellan Health's stockholders and other customary closing conditions. We expect to complete the transaction in the second half of 2021. The transaction is highly complementary with Centene's specifically stated specialty care strategy, bringing additional scale to Pharmacy, Wellness Solutions and Vision and Dental Benefits. Our Specialty Care business has been expanding over the last few years, and we recently closed the PANTHERx acquisition last week, taking about the 2020 Centene PANTHERx and now Magellan Health total portfolio would total more than $22 billion of revenues through solutions across the broad spectrums of care. The transaction also significantly enhances our third-party specialty revenue. With the addition of Magellan Health, we will grow Centene's overall Specialty Services revenue by $4.6 billion to a total of over $22 billion and materially increase the contribution of third-party revenue from 33% to 46%. Finally, as Ken mentioned, the transaction also creates additional value across our pharmacy capabilities. This is a large and significant market. The U.S. market generates 4.5 billion annual prescriptions per year and 55% of Americans regularly take a prescription. We have invested in this business area in recent years, given its attractive growth opportunities, most recently through the addition of PANTHERx. The Magellan Health transaction adds over 2 million PBM and 16 million medical pharmacy lots as the leader in government-sponsored health care, including medically complex populations, having this capability in-house enables us to better understand the specialty pharma pipeline, clinical requirements and cost management aspects. Furthermore, it creates additional engagement opportunities, which will help us achieve better adherence rates and ultimately improve patient outcomes. Now let me turn to our history of value creation through transactions. We're highly confident that we will be able to deliver on our synergy targets for the Magellan Health acquisition as we have done for other acquisitions in the past. We believe the transaction will create attractive value to our shareholders, both in the near and longer term. Near term, we have identified cost synergy opportunities through medical cost efficiencies, PBM consolidation and G&A efficiencies. Combined, these will result in approximately $50 million in annual synergies to be achieved by the end of year 2. This is in addition to the $75 million in cost reductions as part of the business transformation program previously disclosed by Magellan Health. Longer term, we see attractive revenue opportunities through the expansion of our behavioral health platform and cross-selling of Magellan Health and Centene capabilities with third-party customers. I'll now turn it back to Michael for closing remarks.

Thank you, Jeff. In summary, we are enthusiastic about the acquisition of Magellan Health and the value this transaction will bring to our capabilities of the company, our ability to serve our members and the value creation for our shareholders. Centene today is the leader in government health solutions and services. With Magellan Health, we will be driving from different Centene's whole health capabilities by establishing a leading behavior health platform, increase our specialty care capability including PBM; grow our third-party customer base and revenue profile; create attractive value for our shareholders through synergies and accretion; and most importantly, add value to our members and better meet their needs, particularly for our most complex vulnerable populations. Before I close, I would be remiss not to thank members of my team, our advisers, and all the people on the Magellan Health side who worked so diligently to make this happen. Thank you for joining us today, and now it's time to open it up for questions.

[Operator Instructions] Our first question comes from the line of Josh Raskin of Nephron Research.

Congrats to all on the transaction. First, I guess, 2 questions. The first is just around timing. I guess it looks like you were waiting for the Molina transaction to close. But maybe you could give us a little color on the history of the discussions when that started and maybe why there wasn't a broader interest in the health plan assets that Molina acquired as well? And then just a second question, a little bit separate, but where is the behavioral health impact the greatest across all of your segments as you kind of think about Medicare and Medicaid exchanges, et cetera?

I'll start Josh, and Ken can add to it. One, I mean, the timing, we've been talking off and on to our supplier of these services. And we felt that we should -- it made sense to put it together, the more we talked. So the timing was -- that's not the few things because we had to go through Hart-Scott and possibly others, so it made sense to wait until the Molina deal was closed. And broader to the other product set, it would have created a lot of conflicts across markets and other things that it just didn't make sense to try and include it all. So your second question, Josh, was...

Just around the behavioral health impact, which segments -- where do you see the greatest benefits of the integration of behavioral and medical?

I see it across most of our businesses. I'm going to give you an example and something we see more and more. Let's say there is a newly diagnosed diabetic or someone with a cancer or something of that nature, not only they need to have the physical care, but it might be very supportive, surely longer-term to say, you need to talk to a psychologist to tell you how to deal with this. Family members who maybe going through all this, they may need to talk to know how to deal with it. So we see this as something that will just allow us to treat the whole person, which we said we will treat one person at a time. But it also just integrates us in a way that ends up longer-term reducing costs, but most importantly, delivers higher-quality products. Go ahead.

Yes, Josh, Ken Fasola. Happy New Year. I just want to build on what Michael said in a couple of really important ways. When you think about which segment, Medicaid, first and foremost, oftentimes the secondary or third diagnosis should be the primary diagnosis as primary care doctors aren't as well equipped to identify early on enough the challenges with respect to mental health, substance abuse, et cetera, and that contributes to the increasing complexity of their -- managing their physical medicine. And then you jump to the senior market, often where the loss of the functions of daily living, as they have loss of a spouse, they need to move out of their primary residence, it creates loneliness and depression that accelerates the deterioration of physical health. And then lastly, with the advent of the pandemic and the challenges facing American businesses today as they struggle with dealing with work from home and all the challenges we face that are complicated by that and the challenges facing our communities. We have a -- and people with the Fortune 50 customers, they're increasingly calling us asking us for ways to address resiliency and the challenges their workforce is facing. So I think across the broad spectrum of our collective membership, behavioral health and the impact of the collective size and scale that we're going to bring can be meaningful.

Our next question comes from the line of Scott Fidel with Stephens.

First question, just interested in -- over the last, let's call it, sort of 6 to 9 months or so, Magellan has been implementing a number of different initiatives as part of the reimagining of the behavioral strategy. And Michael I'm just interested from your perspective on some of those initiatives and how you see those maybe being able to get scaled out to the broader Centene behavioral and additional platforms. For example, the Livongo partnership that Magellan has announced, would you see that as something that you would look to scale out to the broader behavioral membership as well?

So I think I'll start off with part of it, and then I'll let Jesse talk about some of things we do in behavioral. But what Ken and his team have been working on is very compatible with how we see behavioral health expanding, and the various elements of it. And so I think that part will come together very well. They may have some elements. We have some elements. We also have reasonably large behavioral health interests of our own. Putting these together and using the various techniques just creates a better opportunity. And as far as expands like worked up, Molina and others do. That's independent and Health Care Enterprises corporation is very independent. Ken and his team have other opportunities in that area to grow it. And it's certainly less than it has in the past. Jesse, you have anything to add on the total strategy?

Yes. Thanks, Michael. Appreciate the question. I think, as Ken referenced just a minute ago, the efforts that Magellan has taken really over the last year or so to reimagine the future of behavioral health in the country is very well aligned with how we think about the needs and opportunities for our population and for other third-party customers. So I think that was a very strong reinforcement of the rationale for the transaction as we got more line of sight on those things. So we'll be going through. There's obviously things that we've gone independently and there are things that Magellan has done independently, particularly with respect to, what I would call, next-generation solutions. And we are very enthusiastic about combining our experiences and the scale to be able to figure out what's going to be the best solution going forward.

Got it. And then just as my follow-up question, just interested in terms of sort of level setting from the December Investor Day in terms of the capital deployment framework that Centene had laid out for 2021. And just can you give any nuance to consider around that as it relates to the Magellan deal and the deployment of capital for that. So for example, just you had talked about sort of considering doing some share buybacks opportunistically this year, interested in how you're thinking about buyback activity prior to the closing of the deal? And then any other elements around capital deployment to consider given the transaction announced today?

Yes, Scott. This is Jeff. Thanks. Yes, I think what we said at our December Investor Day was that we were going to be opportunistic, I still think that's a possibility for us. Looking at the balance of this year prior to transaction closing. But ultimately, yes, we're going to have to balance potential share buyback with leverage reduction. And so it's still on the table. How much sizing and when, I think that's going to be the question.

Yes. I think we've only said that they were a growth company and it focuses on that. And it's just good if it comes with the pricing of the stock at that given point in time and that makes the most sense for our shareholders.

Our next question comes from the line of Ralph Giacobbe of Citi.

You had noted the cross-selling opportunities. I was hoping you can give just a little bit more details on that opportunity. It doesn't sound like that's in any of the synergy expectation, but if you could help frame or size how we should think about top line opportunities there?

All right, Ken, can you talk about the cross-selling and then we can talk about the Health Care synergies.

Yes, Ralph, this is Ken. I'll go first. And one of the things we've been working hard on, if you got to know Magellan Health a bit, when I first arrived a little over a year ago, the company was very compartmentalized and one of the things we worked hard to do in demystifying our strategy was to accelerate the degree of integration between our businesses, creating a higher level of awareness among customers to the existing and broad portfolio of services and capabilities that were in our suite and they just really hadn't had exposure to. And a lot of that had to do with the way incentives were aligned and the business was organized. And so to make cross-selling work, it's cultural. So you not only need a line of incentives, you need alignment from the top seniors officers around the importance of leveraging the installed base of existing relationships and looking broadly, as Michael said, managing the whole person is one of the things really -- it got us really excited early on. And if you follow us, we've been talking a lot about the importance of needing all the data to be able to demonstrate that the impact of -- whether it's oncology or specialty pharmacy business or the behavioral health business. If we don't get all the data, then we only get swim lanes. We're not going to be able to effectively manage that whole person. And so with the advent of tremendous access to technology and resources and experience here, we'll be able to leverage that broad data, I think, to the benefit of all of our customers. And that will allow, I think, the acceleration of the cross-sell, not only of the existing suite of products we have, but as Sarah mentioned, the growing suite of products that will be available to third parties inside of the new Health Care Enterprises.

Sarah, maybe you want to add something to that in terms of how you see Health Care Enterprises.

Yes, absolutely. I mean, I would echo what Ken said, we've been seeing our Health Care Enterprises portfolio very similarly, that there are a number of different assets that cover a broad range of capabilities. But our goal is to be thinking not just about how those individual companies can grow, but how, over time, we can think about synergies across the portfolio and ways that they can benefit one another.

Okay. That's helpful. Just the follow-up I had. Maybe if you could talk about your Centene's prior relationship with Magellan, what that entailed, what they offered that you didn't already have within your behavioral capabilities? And then maybe just how much revenue comes from other health plan revenue? And how are those contracts structured? And any risk of loss there?

Well, I think I'll deal with the last point definitely, if you change contract or not, there's no reason the way they -- that the Magellan going forward is any different than what they've worked for us in the past and they worked hard to structure things so the individuals can feel that way. We work with them in the radiology area. We work with them in the oncology area. We've used some of the PBM-type services in combination with ours, where it was appropriate, specialty drugs. It is relative to the total revenue, the $4 billion revenue was a small part of it in total.

Yes, Ralph, this is Ken. One of the things that I would add that I think is really going to be helpful in the -- for the benefit of our broader third-party customers is particularly with respect to behavioral health, the availability of clinicians, psychologists, psychiatrists is not growing. And so you've seen with the advent of telehealth, accelerated by virtue of the pandemic, this growing recognition of the benefit of alternative sites of service and alternative ways to deliver important care. And as I said in some of my earlier remarks that the access to informed support among primary care medicine to identify early and intervening in the management of behavioral and mental health really creates an enormous opportunity to get ahead of these challenges in ways that it will benefit all of our payers. And so being able to leverage the size of our network, leverage our scale, let our third-party customers continue to differentiate themselves on the uniqueness of their value proposition really adds meaningfully to why the scale here converts to the benefit of all of our customers.

Our next question comes from the line of Kevin Fischbeck of Bank of America.

Great. I wanted to follow up on just kind of -- when I look at the combination here, I guess, I wonder if there's going to be any impact in your view to some of the business opportunities in front of Magellan. I guess 2 that kind of jump out to me would be, you work with third-party managed care companies. I know that when you sold the MCC business, Magellan was kind of thinking that this made them switch the vendor, it might make it easier to work with some of these smaller managed care companies, so thoughts about whether realigning or having a Medicaid business, again, impacts that at all? And then second, on the drug side. You have states like California saying we're taking the drug spending away from MCOs. And it kind of made having Magellan being kind of a pure-play PBM, a little bit more of the obvious choice to run something like that as having Medicaid lives in the state impact the ability to kind of win those types of RFPs?

I'd like to talk about the first again. I think in terms of the -- when we are signing -- the carve-outs, we know those things are cyclical. They carve them out and they put them back in, and we don't encourage carve-outs, because we think it's an important part of the total therapeutics of an individual. And I think the health plan has done a good job of it. But we plan on putting in Health Care Enterprises and as independent should not impact any of those issues, because it's truly independent from -- versus Chinese wall between that and how things are done. So that should not be a question. We agree on the first one, but I think it was in terms of scale and size of where we can work with them. We're always comfortable working across the board. We work well with very large plans, health plans and smaller ones. And I think as part of the systems capability that we bring to the party that it has the scalability and it also has the ability to work with small groups. And I think it's all very symbolic so to speak. Jesse?

Yes. Just one thing to add to Michael's comments that we have been obviously pursuing health opportunities for a long time and done that very successfully. I think increasingly, we want to position ourselves to meet states where they are in terms of their offerings. So to the extent that there is a carve-out, whether that's in pharmacy or in some other specialized population, we are now enhancing our portfolio in a way that we can respond to those opportunities through some mechanism other than just safety helpline.

Okay. That's great. And then I guess, maybe for Ken, I guess, I mean you guys have been going through a review. Obviously, you sold the MCC business and you've talked with a lot of other health plans, about a lot of other strategic relationships potentially over the last year or so, is it safe to say that this transaction is kind of the culmination of all of those conversations? So this was the best deal that kind of came up, but it's a relatively well-vetted decision?

Yes, Kevin, as we began, I'll say that will be the end in mind along this journey to transform our business. This presented an opportunity to dramatically accelerate the path towards our -- we've been clear on our priorities from the beginning. We'll honor our commitments, right-size our cost structure and Jeff spoke to our continued commitment to build on the savings we've already achieved towards a $75 million net commitment and then innovate to reimagine all of our businesses. And then we looked at how do you allocate scarce resources, the ability to bring the size and the scale of Centene and the attractiveness of being able to stay independent inside of the Health Care Enterprises, really were the things that hit the scale in favor of doing this now versus waiting to watch our business continue to mature. And let's face it, there's a lot of challenges out there. There's a very competitive market right now. And I think people, again, are seeing the benefit of scale, particularly in areas supporting underserved populations, in our behavioral health and specialty pharma. And I think this gives us a chance to realize the vision we had in our attempt to create a compelling and competitive and contemporary value proposition, well inside of the time line we'd originally identified.

Our next question comes from the line of Justin Lake of Wolfe Research.

I wanted to go through a follow-up just on the kind of cash position of the company going into 2021 and then kind of coming out. So you said you're going to need to pay down some of the debt from the acquisition. Jeff, can you talk about how much cash you expect to generate in 2021 that can be -- that is deployable? And then how much debt pay down you're going to need to do on this deal? And what might be left?

Yes. I guess, first, Justin, I would say, deleveraging on the debt-to-cap side doesn't necessarily have to involve debt pay down. For example, just earnings growth deleverages the debt-to-capital perspective. So I think what we're going to do is we're going to wait and see, number one, when the transaction closes and our leverage at that point in time. So we said second half of 2021. As you know, we've got $5.5 billion of EBITDA. So we think there's deployable capital of $1 billion to $2 billion in that number. And some of that's going to be dependent upon growth in statutory capital that we had to contribute in 2021. And so we're going to have to take all that into account as we get closer to deal closure. But we're confident that we can delever down in the high 30s 12 to 18 months after that.

Okay. So you're thinking this year, you have $1 billion to $2 billion of deployable capital and just a question of how much of that debt you paid down versus what's left for other deals or share repurchase would be the way to think about it?

Yes. As Michael -- as we've always stated, right, our first objective is growth, organic growth. Obviously, inorganic growth, as you've seen here today. We've mentioned an opportunity for share repurchases, being thoughtful about stock price and then we're trying to balance, obviously that with the leverage of the company at closing the -- this transaction in the second half of 2021. So a lot of factors to consider, and we're just -- we have time here before it closes. So we'll see where we are when that happens.

Okay. And just quickly, the $1 billion to $2 billion, you mentioned that there's a call on that for any kind of premium growth that you need to fund. The other thing I'm thinking about is just are there -- there's probably some, I assume you're kind of one timing integration costs with the deal, you might still have some integration costs from WellCare Group. Is there -- is that inclusive of that number? Or should we think about that integration cost for WellCare and Magellan also being a drag on that $1 billion to $2 billion?

Yes. The $1 billion to $2 billion was -- does not include, that was kind of -- you were talking about the guidance that we provided. So that does not include this transaction outside the onetime costs associated with this deal around $200 million. So -- and a lot of that is obviously the legal investment banking and financing transaction. So hopefully, that helps.

Our next question comes from the line of A.J. Rice of Crédit Suisse.

First of all, I know most health insurance, health plan deals get reviewed at the federal level by DOJ and at the state level by the state insurance commissioners. This one, obviously, is a little different with the specialty and behavioral and PBM focus. Can you just -- you're assuming that we get the deal done by the second half of the year. Can you walk us through a little bit the regulatory process for this transaction. Who's going to review the deal? Who do you have to get approvals from? And are you contemplating any divestitures in the transaction?

I think I'll start, one, we work with Department of Justice to review that product and then 9 or so states with these relationships. So we do the due diligence, we did the work, and it was much more complex, moved through that and submitting with these and so in fact the team really has been very consistent with the filings and they're ready to go. So it's complex, but it's something we're very used to. And we've had some that are far more complex than this and so, looking forward to that. And I think I don't anticipate any divestitures could be enough. There's no way are there competitive situations or replication of things that would make any sense. So the businesses are discrete enough that those issues don't exist here.

Okay. Great. And then on the synergy number, the $50 million, one of the things you list there is PBM consolidation. I wasn't clear. Is that just consolidating things operationally internal to the combined company? Or is that looking -- I mean, you'll have a lot of different PBM relationships, RxAdvance as you mentioned, Magellan's legacy PBM, you've got some legacy PBM assets. You've got a relationship with CBS in some markets. Is there going to be some restructuring of that that's contemplated in the synergy number? Or is it more just internal operational restructuring?

Let me try and help. I think we just announced this today. And these are the kinds of decisions we'll make and that's how we do it with Ken and Sarah and the whole team. And with the consideration of testing the independence of the company for those 3 moving, so I can't give you a direct answer. The idea of just adding one more PBM doesn't make sense, it just gives us another alternative of that. So I think it's too early to try and give you a definitive answer on that. I mean those are the decisions we should not be making, these are things that Ken and Jesse and the team look at and figure out what makes sense first for the customers and then strategically put those things.

And ladies and gentlemen, we have time for one more question. Our final question will come from the line of Lance Wilkes of Bernstein.

Yes. So congrats on the deal. And just a couple of quick clarifications. On your provider assets, the Bayliss asset and just kind of your overall provider strategy, interested to understand how integrated with Centene offerings as opposed to how much those sort of assets are going to be focused on selling to other health plans? And then maybe as part of that, on your Magellan description of third-party customers, could you break that out between health plans versus kind of direct customers like states or employers or things like that?

Yes. I'll do the first one and Ken to cover the rest of those. But as I view it, because of the maintaining independence, and we'll just say a customer of Magellan in this type of situation is hard to identify and they'll have access and the focus into our systems and things with the walls and the firewalls and things to protect the information. So it's -- Kylie will tell you how best to handle all this to Ken and his team to work with, and Sarah to work with our health plans if at all -- what makes the most sense anyway. Ken you want to talk about the other customers?

Yes. I'll -- and just with respect to sales acquisition specifically, which we announced a week ago, very excited to add Jesse and his team and the opportunity to leverage the experience that goes directly at my comments earlier on the integration, the whole person, the integration of behavioral health and physical medicine. This is a business where 72% of the revenues is tied to Medicaid, serving multiple payers. So again, fits beautifully in the extension of our strategy and the Health Care Enterprise strategy. The mix of our customers varies a little bit by business, we are in 3 businesses. And in our pharmaceutical business, PBMs, mostly smaller and mid-sized health plans and TPAs, we're the largest pharmacy benefit administrator in the country serving 27 states and the district of Columbia. And then our specialty pharmacy business, we work inside of large customers, large plans alongside of other large PBMs because of our unique distinction around managing very specific high-cost drugs targeted at rare diseases and other drugs often overprescribed. And then you shift to our behavioral health business. We work directly with states and we work with large payers, and that splits pretty much right down the middle, and the same is true about Specialty Health business. More so large health plans there. And -- but a nice mix across Medicaid, Medicare and Commercial.

I want to thank everybody, for participating with us. And we wanted to kick off the New Year with something interesting for you. Hope we achieved that. Stay healthy, stay well, and most importantly, stay safe. Look forward to talking with you soon. Thank you.

And thank you, ladies and gentlemen. This does conclude today's call. You may now disconnect.