WELLCARE HEALTH PLANS, INC. (NYSE:WCG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
entered into an underwriting agreement (the Underwriting
Agreement) between the Company and J.P. Morgan Securities LLC,
acting as representative of the several underwriters named
therein (the Underwriters) relating to the issuance and sale of
$1.2 billion aggregate principal amount of its 5.25% senior notes
due 2025 (the 2025 Notes) in a public offering made to a
registration statement and a related prospectus supplement filed
by the Company with the U.S. Securities and Exchange Commission.
The Notes will be issued at 100.000%. Interest will be payable on
April 1 and October each year, with a first interest payment date
of October 1, 2017. The 2025 notes will bear interest at 5.25%.
The 2025 notes mature on April 1, 2025. The offering is expected
to close on or about March 22, 2017. The issuance of the Notes
will be subject to customary closing conditions.
deducting underwriting discounts and commission and estimated
expenses of the offering, will be approximately $1,181.9 million.
The Company intends to use the net proceeds of the offering to
redeem or repay $900.0 million in outstanding aggregate principal
amount of its 5.75% Senior Notes due 2020 and to pay related
premiums, accrued interest and fees and expenses associated with
such redemption or repayment, to repay the amounts outstanding
from time to time under its 2016 Revolving Credit Facility, and
thereafter for general corporate purposes, including organic
growth and working capital. Pending such use, the proceeds may be
invested temporarily in short-term interest-bearing,
investment-grade securities or similar assets.
warranties and agreements by the Company. In addition, the
Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of
1933, as amended, or to contribute to payments the Underwriter
may be required to make in respect of those liabilities.
8-K and the description of the Underwriting Agreement is
qualified in its entirety by reference to such exhibit, which is
incorporated herein by reference.
A copy of the corresponding press release is filed as Exhibit
99.1 to this Current Report on Form 8-K.
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Exhibit Number
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Description
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1.1
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Underwriting Agreement, dated March 8, 2017, by and
among the Company and J.P. Morgan Securities LLC, acting as representative of the several underwriters named therein. |
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99.1
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Press release dated March 8, 2017.
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About WELLCARE HEALTH PLANS, INC. (NYSE:WCG)
WellCare Health Plans, Inc. is a managed care company focused on government-sponsored managed care services, primarily through Medicaid, Medicare Advantage (MA) and Medicare Prescription Drug Plans (PDPs) to families, children, seniors and individuals with complex medical needs. The Company’s segments include Medicaid Health Plans, Medicare Health Plans and Medicare PDPs. The Medicaid Health Plans segment includes plans for beneficiaries of Temporary Assistance for Needy Families, Supplemental Security Income, Aged Blind and Disabled and other state-based programs, such as Children’s Health Insurance Program and Managed Long-Term Care programs. The Medicare program provides health care coverage primarily to individuals age 65 or older, as well as to individuals with certain disabilities. It has contracts with Centers for Medicare & Medicaid Services to serve as a plan sponsor offering Medicare Part D PDP plans to Medicare-eligible beneficiaries through its Medicare PDPs segment. WELLCARE HEALTH PLANS, INC. (NYSE:WCG) Recent Trading Information
WELLCARE HEALTH PLANS, INC. (NYSE:WCG) closed its last trading session up +0.43 at 144.86 with 345,803 shares trading hands.