August 9, 2007
HealthSpring, Inc. To Acquire Leon Medical Centers Health Plans, Inc.
HealthSpring, Inc. (NYSE:HS) today announced that it has entered into a definitive agreement to acquire all of the outstanding capital stock of Leon Medical Centers Health Plans, Inc. ("LMCHP"), a Miami, Florida-based Medicare Advantage HMO with over 25,700 members.
HealthSpring will acquire privately held LMCHP for $355 million in cash at closing. HealthSpring intends to fund the acquisition with balance sheet cash and debt. The Company has entered into a $400 million commitment for a Senior Secured Credit Facility with Goldman Sachs Credit Partners L.P. with respect to the debt financing necessary to consummate the acquisition. The Facility includes a $100 million revolver that the Company expects to be largely unfunded at closing. The transaction is expected to be immediately accretive to earnings upon closing and, assuming the transaction closes as expected in 2007, should add at least $0.15 to the Company's 2008 diluted earnings per share.
As part of the transaction, HealthSpring will enter into an exclusive long-term provider contract with Leon Medical Centers, Inc. ("LMC"), an operator of five Medicare-only medical clinics located throughout Miami-Dade County. LMC has a ten-year history of providing exceptional quality of medical care and customer service to the Hispanic Medicare community of South Florida. Services offered in the medical clinics include primary care, specialty-care, dental, vision, radiology, and pharmacy services as well as transportation for members to the clinics. The provider contract also includes a risk-sharing arrangement whereby both HealthSpring and LMC will share equally in the surplus or deficit of the health plan relative to targeted medical loss ratios, which will be initially set at 80.0%.
The transaction consideration also includes the issuance into escrow of approximately 2.7 million shares that will be released from escrow in the event that LMC completes two additional medical centers before November 2009, subject to extension in certain circumstances. These new medical centers would provide additional capacity and geographic reach to support future membership growth in the health plan.
Commenting on the transaction, Herb Fritch, Chairman, President and Chief Executive Officer of HealthSpring, said, "The acquisition of Leon Medical Centers Health Plans gives HealthSpring an immediate and sizeable presence in the Florida Medicare Advantage market. We expect the transaction to have a positive impact on our growth and margins going forward. Not only are we adding over 25,700 Medicare HMO members, but we are entering into a long-term partnership with Leon Medical Centers, which has an impressive history of serving the needs of Miami's Medicare beneficiaries. We believe that their tightly integrated model of primary and specialty care services delivered in a medical clinic setting is a proven example of where the industry should be moving for the delivery of medical care to seniors in this country."
LMCHP has approximately 125 employees, all of whom are located in Miami. HealthSpring intends to maintain substantially the same health plan management team to continue to manage the plan. "Leon Medical Centers Health Plans is highly compatible with our existing operating structure," said Jerry Coil, HealthSpring's Executive Vice President and Chief Operating Officer. "Our mutual operating philosophies centered around physician engagement, medical management, and customer service should make for an easy transition. The addition of a substantial new market to our current operations should also have a stabilizing effect on our overall earnings from quarter to quarter."
In addition, Benjamin Leon, Jr., the founder of LMCHP and Chairman, Founder, and Chief Executive Officer of LMC, will be joining the HealthSpring board following the completion of the transaction. "Ben's demonstrated success in developing and operating medical centers specifically designed for Medicare beneficiaries will bring us key perspectives as we look to shape the future direction of HealthSpring," said Herb Fritch. "I look forward to working together to address the needs of Medicare beneficiaries across all of our markets."
For the first six months of 2007, LMCHP generated earnings before interest, taxes, depreciation and amortization expense of approximately $22 million on premium revenue of approximately $160 million. It is currently expected that premium revenue and earnings should be higher during the second half of the year.
The transaction is expected to be completed before the end of 2007, and is not subject to HealthSpring shareholder 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, Inc. Bilzin Sumberg Baena Price & Axelrod LLP is acting as legal advisor to Leon Medical Centers Health Plans, Inc.
HealthSpring will host a live audio webcast of a conference call regarding this announcement beginning at 8:30 a.m. ET on Friday, August 10, 2007. The public may access the conference call through HealthSpring's website, www.healthspring.com, under the Investor Relations tab. The conference call can also be accessed by dialing (913) 981-4902, confirmation number 2334418. An online replay will be available approximately two hours following the conclusion of the live broadcast and will continue for 30 days.
About HealthSpring, Inc.
HealthSpring is one of the largest managed care organizations in the United States whose primary focus is the Medicare Advantage market. The Company owns and operates Medicare Advantage and stand-alone Medicare prescription drug plans in Tennessee, Texas, Alabama, Illinois, and Mississippi and, effective January 1, 2007, began offering Medicare Part D prescription drug plans on a nationwide basis to persons in all 50 states who are eligible for Medicare. The Company also uses its infrastructure and provider networks in Tennessee and Alabama to offer commercial health plans to employer groups.
About Leon Medical Centers Health Plans, Inc.
Leon Medical Centers Health Plans, Inc. is a privately held Medicare Advantage Organization with Part D prescription drug coverage, which is available to anyone enrolled in Medicare Part B and entitled to Medicare Part A due to age or disability. Leon CaresTM is a healthcare plan offered by Leon Medical Centers Health Plans to its more than 25,700 members. Leon Medical Centers Health Plans is the exclusive HMO for Leon Medical Centers, Inc., a healthcare provider with five locations throughout Miami-Dade County.
Cautionary Statement Regarding Forward Looking Statements
Statements contained in this release that are not historical fact may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). HealthSpring intends such statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Exchange Act. 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 of the acquisition and required regulatory approvals; the availability and pricing of debt financing; Florida market growth opportunities; potential post-acquisition member healthcare outcomes and cost efficiencies; and the impact of the acquisition on HealthSpring's earnings. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause HealthSpring's actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including risks and uncertainties associated with the regulatory approval process; HealthSpring's inexperience in the Florida market and with Leon Medical Centers Health Plans' relationships with providers and in the operation of a staff model HMO; HealthSpring's ability to manage and integrate successfully the operations of Leon Medical Centers Health Plans post-acquisition, achieve operating efficiencies, and grow membership as anticipated; the ability of Leon Medical Centers Health Plans' affiliates to operate the medical clinics in accordance with the Medical Services Agreement; and HealthSpring's ability to satisfy the conditions of its financing commitment and to effectively service the debt incurred in connection with funding the acquisition.
Additional information concerning important risks and uncertainties can be found under the headings "Special Note Regarding Forward-Looking Statements" and "Item 1A. - Risk Factors" in HealthSpring's Annual Report on Form 10-K for the year ended December 31, 2006 and under the heading "Item 1A. - Risk Factors" in HealthSpring's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, as each are filed with the Securities and Exchange Commission. Except as required by law, HealthSpring assumes no obligation to update any forward-looking statement publicly, or to update the reasons actual results could differ materially from those predicted in any forward-looking statement, even if new information becomes available in the future.