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8-K - FORM 8-K - HealthSpring, Inc. | c05460e8vk.htm |
Exhibit 99.1
HealthSpring Contact:
Lankford Wade
Senior Vice President & Treasurer
(615) 236-6200
Lankford Wade
Senior Vice President & Treasurer
(615) 236-6200
HealthSpring, Inc. to Acquire Bravo Health, Inc.
Highlights of Transaction:
| Adds Over 100,000 Medicare Advantage and 290,000 PDP Members |
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| Creates Seventh Largest Medicare Advantage Plan in the Country |
|
| Immediately Accretive to Earnings |
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| Transaction Expected to Close by Year-end |
NASHVILLE, TN (August 27, 2010) HealthSpring, Inc. (NYSE:HS) today announced that it has entered
into a definitive agreement to acquire all of the outstanding capital stock 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.
HealthSpring will acquire Bravo Health, a privately held company, for $545.0 million. The
transaction will be financed through the use of unrestricted cash and borrowings under an amended
revolving credit facility and new term loan facilities that will be established simultaneously with
the closing of the transaction. The Company has entered into a $750 million financing commitment
with JPMorgan Chase Bank, N.A.; Bank of America Merrill Lynch; and Raymond James Bank, FSB. The
commitment consists of an amendment to HealthSprings existing $350 million credit facility
combined with $400 million of new loans.
Commenting on the transaction, Herb Fritch, Chairman and Chief Executive Officer of HealthSpring,
said, I cannot think of a better way to demonstrate our commitment to Medicare Advantage and our
confidence in the long-term future of the program than the transaction we are announcing today.
Bravo Health has operated Medicare plans committed to the same basic philosophies as HealthSpring:
improving the quality of care for members, engaging providers in managing medical costs, and
growing profitability. This acquisition will extend HealthSprings reach into new geographies,
including an immediate and sizable presence in the Philadelphia market. This transaction will
create the largest company in the country focusing exclusively on the Medicare Advantage
population, including the seventh largest Medicare Advantage plan and the ninth largest stand-alone
prescription drug plan. With diversified geography and increased membership scale, the combined
companies will be even better positioned in the new environment created by health insurance
reform.
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HS to Acquire Bravo Health
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August 27, 2010
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August 27, 2010
Jeff Folick, Chairman and Chief Executive Officer of Bravo Health, also commented, This is the
right next step for our company, and we are fortunate to be aligning ourselves with an organization
that is so similar to ours. Our members, providers, and employees will all benefit from the
combined size and efficiency of the new organization. Because of HealthSprings passion for
serving the needs of the Medicare population and their commitment to improving health care quality,
Bravo Health will continue and build upon what we have worked diligently towards for the past few
years.
Bravo Healths August 2010 plan payment reports reflected aggregate Medicare Advantage and PDP
membership of over 100,000 and 290,000, respectively. For the first six months of 2010, Bravo
Health generated premium revenue of approximately $832.8 million.
Assuming the transaction closes as anticipated on or before year end, the transaction should add
$0.45 to $0.55 to HealthSprings 2011 earnings per share, after taking into account expected cost
savings. HealthSpring expects that expenses associated with the transaction, including financing
commitment, financial advisory, and other fees, will impact 2010 earnings by approximately $0.20.
The transaction is not subject to HealthSpring stockholder approval. It is subject, however, to
other usual and customary conditions, including federal and state regulatory approvals.
Bass, Berry & Sims PLC is acting as legal advisor and Goldman, Sachs & Co. is acting as financial
advisor to HealthSpring. Cooley LLP is acting as legal advisor and UBS Investment Bank is acting
as financial advisor to Bravo Health.
Conference Call
A live audio webcast of a conference call regarding the proposed acquisition will begin at 9:00 a.m. ET on Friday, August 27, 2010. The public may access the conference call through HealthSprings website, www.healthspring.com, under the Investor Relations tab. The conference call can also be accessed by dialing (913) 312-0935, confirmation number 1574081. An online replay will be available approximately two hours following the conclusion of the live broadcast and will remain online for 30 days.
A live audio webcast of a conference call regarding the proposed acquisition will begin at 9:00 a.m. ET on Friday, August 27, 2010. The public may access the conference call through HealthSprings website, www.healthspring.com, under the Investor Relations tab. The conference call can also be accessed by dialing (913) 312-0935, confirmation number 1574081. An online replay will be available approximately two hours following the conclusion of the live broadcast and will remain online for 30 days.
About HealthSpring
HealthSpring is based in Nashville, TN, and is one of the countrys largest Medicare Advantage coordinated care plans. HealthSpring currently owns and operates Medicare Advantage plans in Alabama, Florida, Georgia, Illinois, Mississippi, Tennessee, and Texas and also offers a national stand-alone Medicare prescription drug plan. For more information, visit www.healthspring.com. Media information is available at HealthSprings press site: http://press.healthspring.com.
HealthSpring is based in Nashville, TN, and is one of the countrys largest Medicare Advantage coordinated care plans. HealthSpring currently owns and operates Medicare Advantage plans in Alabama, Florida, Georgia, Illinois, Mississippi, Tennessee, and Texas and also offers a national stand-alone Medicare prescription drug plan. For more information, visit www.healthspring.com. Media information is available at HealthSprings press site: http://press.healthspring.com.
About Bravo Health
Founded in 1996, Bravo Healths licensed subsidiaries provide Medicare beneficiaries access to high quality, cost-effective health care. With more than 390,000 members, Bravo Healths licensed subsidiaries offer Medicare Advantage health plans in Delaware, Maryland, New Jersey, Pennsylvania, Texas, and Washington, D.C. and offer Part D Prescription Drug Plans in 43 states. For more information, visit www.bravohealth.com.
Founded in 1996, Bravo Healths licensed subsidiaries provide Medicare beneficiaries access to high quality, cost-effective health care. With more than 390,000 members, Bravo Healths licensed subsidiaries offer Medicare Advantage health plans in Delaware, Maryland, New Jersey, Pennsylvania, Texas, and Washington, D.C. and offer Part D Prescription Drug Plans in 43 states. For more information, visit www.bravohealth.com.
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HS to Acquire Bravo Health
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August 27, 2010
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August 27, 2010
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 timing for the closing of the transaction; the conditions to closing the transaction and required regulatory approvals; the availability and terms, including pricing, of the debt financing; anticipated cost savings; expenses associated with the transaction; and the impact of the acquisition on HealthSprings 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 managements 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.
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 timing for the closing of the transaction; the conditions to closing the transaction and required regulatory approvals; the availability and terms, including pricing, of the debt financing; anticipated cost savings; expenses associated with the transaction; and the impact of the acquisition on HealthSprings 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 managements 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; HealthSprings lack of prior experience in Bravo Healths service areas; HealthSprings
ability to manage and integrate successfully the operations of Bravo Health post-acquisition,
achieve operating efficiencies, and maintain and grow membership as anticipated; and HealthSprings
ability to satisfy the conditions of its financing commitment and to effectively service the
additional indebtedness incurred in connection with the acquisition. 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 Companys Annual Report on Form 10-K for the year
ended December 31, 2009, and in other public filings by the Company.
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