For Immediate Release
HealthSpring, Inc. Completes Acquisition of Bravo Health, Inc.
Company also Announces Addition of Jeffrey Folick
to Board of Directors
Press Release Source: HealthSpring, Inc. On Tuesday November 30, 2010,
4:20 pm EST
NASHVILLE, Tenn.--(BUSINESS WIRE)-- HealthSpring,
Inc. (NYSE:HS - News) today announced that it has completed the previously
announced acquisition of Bravo Health, Inc., an operator of Medicare
Advantage coordinated care plans in Pennsylvania, the Mid-Atlantic
region, and Texas, and Medicare Part D stand-alone prescription drug
plans in 43 states and the District of Columbia.
HealthSpring acquired Bravo Health, a privately held
company, for approximately $545.0 million in cash.
The transaction was funded by the use of cash on hand and borrowings
under an amended
revolving credit and new term loan facility. As amended,
the facility consists of the following:
-
$355 million in term loan A
indebtedness maturing
in February 2015 comprised of:
-
$175 million of term loan A indebtedness ($166
million of which was outstanding prior
to the acquisition);
-
$180 million of new term loan A indebtedness (funded
at the closing of the acquisition);
-
$175 million revolving credit facility
maturing in February 2014 ($100
million of which was drawn at
closing); and
-
$200 million of new term loan
B indebtedness maturing in
November 2016 (funded at closing).
Outstanding
loans under the new credit facility bear interest
at a spread over LIBOR (initially 375 basis
points for term loan A and revolver indebtedness
and 450 basis points for term loan
B indebtedness), which spread changes depending on
the Company's total leverage ratio. With respect
to the term loan B indebtedness, the terms
of the facility include a contractual minimum LIBOR
of 1.5%.
HealthSpring expects the Bravo Health acquisition
to be immediately accretive to earnings, after accounting
for expenses related to the transaction in the 2010
fourth quarter. Except for such
expenses, HealthSpring’s previous financial guidance for the
year ending December 31, 2010, excludes any impact on earnings from
Bravo Health operations.
HealthSpring also announced that Jeffrey Folick,
the former chairman and chief executive officer of
Bravo Health, has joined its Board of Directors.
Since 2006, Mr. Folick had been the
chairman and chief executive officer of Bravo Health.
For over twenty years prior to 2006, he served in
various executive roles for a number
of different managed care organizations, including
Health Net, Inc. and PacifiCare Health Systems.
“
I am pleased that Jeff has accepted our invitation
to join the HealthSpring Board following the completion of our acquisition
of Bravo Health,” said Herbert A. Fritch, Chairman of the Board
and Chief Executive Officer of HealthSpring. “I have known Jeff
for more than 20 years, and his extensive background in managed care
operations will be of tremendous value as we integrate Bravo Health
and as we address the challenges of health insurance reform. I know
we will greatly benefit from his continued service to our combined
organizations.”
About HealthSpring
HealthSpring
is based in Nashville,
TN, and is one of the country’s largest Medicare Advantage coordinated care
plans. HealthSpring currently owns and operates Medicare Advantage
plans in Alabama, Delaware, Florida, Georgia, Illinois, Maryland, Mississippi,
New Jersey, Pennsylvania, Tennessee, Texas, and Washington, D.C. and
also offers a national stand-alone Medicare prescription drug plan.
For more information, visit www.healthspring.com. Media information
is available at HealthSpring’s press site: http://press.healthspring.com.
Cautionary Statement Regarding Forward Looking Statements
Statements contained in this release that are not
historical fact are forward-looking statements, which
the Company intends to be covered by the safe harbor
provisions for forward-looking statements
contained in the Private Securities Litigation Reform
Act of 1995. Statements that are predictive in nature,
that depend on or refer to
future events or conditions, or that include words
such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "should," "will," "would," and
similar expressions are forward-looking statements. Such statements
include statements regarding the expenses associated with the transaction
and the accretion to HealthSpring’s projected earnings. The Company
cautions that forward-looking statements involve known and unknown
risks, uncertainties, and other factors that may cause its actual results,
performance, or achievements to be materially different from any future
results, performance, or achievements expressed or implied by the forward-looking
statements. Any forward-looking information in this release or made
orally and related thereto are based on management’s beliefs
and assumptions and on information available to HealthSpring at the
time the statements were or are made, which is subject to change. Although
any forward-looking information and the factors influencing them will
likely change, HealthSpring will not necessarily update the information
except as required by law, as HealthSpring will only provide guidance
at certain points during the year. Information contained herein speaks
only as of the date of this release.
The following factors, among others, could cause
actual results to differ materially from those in
the forward-looking statements: risks and uncertainties
associated with the regulatory
approval process; HealthSpring’s lack of prior experience in
Bravo Health’s service areas; and HealthSpring’s ability
to manage and integrate successfully the operations of Bravo Health
post-acquisition, achieve operating efficiencies, and maintain and
grow membership as anticipated. The foregoing list of factors is not
intended to be exhaustive. Additional information concerning these
and other important risks and uncertainties can be found under the
headings "Special Note Regarding Forward-Looking Statements" and "Item
1A. - Risk Factors" in the Company's Annual Report on Form 10-K
for the year ended December 31, 2009, and in other public filings by
the Company.
Contact:
HealthSpring, Inc.
Lankford Wade, 615-236-6200
Senior Vice President & Treasurer
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