WELLCARE HEALTH PLANS, INC. (NYSE:WCG) Files An 8-K Regulation FD Disclosure
Item 7.01.
|
Regulation FD Disclosure.
|
On April 28, 2017, WellCare Health Plans, Inc., a Delaware
corporation (the Company) and Universal American Corp., a
Delaware corporation (UAM) issued a press release announcing the
completion of the Merger described below. A copy of the press
release is filed as Exhibit 99.1 hereto and is incorporated by
reference herein.
corporation (the Company) and Universal American Corp., a
Delaware corporation (UAM) issued a press release announcing the
completion of the Merger described below. A copy of the press
release is filed as Exhibit 99.1 hereto and is incorporated by
reference herein.
The information under this Item 7.01 along with Exhibit 99.1
attached hereto are being furnished and shall not be deemed to be
filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the Exchange Act), nor shall it be
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing. The
furnishing of Exhibit 99.1 attached hereto is not intended to
constitute a determination by the Company that the information is
material or that the dissemination of the information is required
by Regulation FD.
attached hereto are being furnished and shall not be deemed to be
filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the Exchange Act), nor shall it be
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing. The
furnishing of Exhibit 99.1 attached hereto is not intended to
constitute a determination by the Company that the information is
material or that the dissemination of the information is required
by Regulation FD.
|
Item 8.01.
|
Other Events.
|
Agreement and Plan of Merger
On April 28, 2017, the Company completed its previously announced
acquisition of UAM, through the merger of Wind Merger Sub, Inc.,
a Delaware corporation and an indirect wholly-owned subsidiary of
WellCare (Merger Sub), with and into UAM, with UAM surviving the
Merger and becoming an indirect wholly-owned subsidiary of the
Company (the Merger). The Merger was effected to the Agreement
and Plan of Merger (the Merger Agreement), dated as of November
17, 2016, by and among UAM, the Company and Merger Sub.
acquisition of UAM, through the merger of Wind Merger Sub, Inc.,
a Delaware corporation and an indirect wholly-owned subsidiary of
WellCare (Merger Sub), with and into UAM, with UAM surviving the
Merger and becoming an indirect wholly-owned subsidiary of the
Company (the Merger). The Merger was effected to the Agreement
and Plan of Merger (the Merger Agreement), dated as of November
17, 2016, by and among UAM, the Company and Merger Sub.
At the effective time of the Merger (the Effective Time), each of
UAMs issued and outstanding shares of common stock, par value
$0.01 per share (the Common Stock) (other than (i) any shares
held by UAM as treasury shares or shares owned by UAM or any of
its wholly-owned subsidiaries or by the Company or any of its
affiliates (including Merger Sub) and (ii) shares of Common Stock
for which the holder thereof (x) did not vote in favor of the
Merger or consent to it in writing and (y) was entitled to demand
and has demanded the appraisal of such shares in accordance with,
and has complied in all respects with, the Delaware General
Corporation Law (collectively, the Excluded Shares)) was
automatically cancelled and converted into the right to receive
$10.00 per share in cash, without interest (the Per Share Merger
Consideration), less any required withholding taxes.
UAMs issued and outstanding shares of common stock, par value
$0.01 per share (the Common Stock) (other than (i) any shares
held by UAM as treasury shares or shares owned by UAM or any of
its wholly-owned subsidiaries or by the Company or any of its
affiliates (including Merger Sub) and (ii) shares of Common Stock
for which the holder thereof (x) did not vote in favor of the
Merger or consent to it in writing and (y) was entitled to demand
and has demanded the appraisal of such shares in accordance with,
and has complied in all respects with, the Delaware General
Corporation Law (collectively, the Excluded Shares)) was
automatically cancelled and converted into the right to receive
$10.00 per share in cash, without interest (the Per Share Merger
Consideration), less any required withholding taxes.
Also at the Effective Time, each option to acquire shares of
Common Stock (each, a UAM Option) was treated as follows: each
UAM Option outstanding immediately prior to the Effective Time,
whether or not then exercisable or vested, was cancelled and
converted into the right to receive a cash payment equal to the
excess, if any, of the Per Share Merger Consideration over the
per share exercise price of such stock option multiplied by the
aggregate number of shares of common stock in respect of such UAM
Option immediately before the Effective Time. At the Effective
Time, each share of restricted Common Stock (each, a Restricted
Share) that was outstanding immediately prior to the Effective
Time was cancelled and converted into the right to receive an
amount in cash equal to the Per Share Merger Consideration. The
right to receive the foregoing consideration with respect to UAM
Options and Restricted Shares: (i) vested and was payable with
respect to UAM Options or Restricted Shares that were vested as
of the Effective Time in
Common Stock (each, a UAM Option) was treated as follows: each
UAM Option outstanding immediately prior to the Effective Time,
whether or not then exercisable or vested, was cancelled and
converted into the right to receive a cash payment equal to the
excess, if any, of the Per Share Merger Consideration over the
per share exercise price of such stock option multiplied by the
aggregate number of shares of common stock in respect of such UAM
Option immediately before the Effective Time. At the Effective
Time, each share of restricted Common Stock (each, a Restricted
Share) that was outstanding immediately prior to the Effective
Time was cancelled and converted into the right to receive an
amount in cash equal to the Per Share Merger Consideration. The
right to receive the foregoing consideration with respect to UAM
Options and Restricted Shares: (i) vested and was payable with
respect to UAM Options or Restricted Shares that were vested as
of the Effective Time in
accordance with their terms, at the Effective Time and (ii)
will vest and be payable with respect to UAM Options or
Restricted Shares that are not vested in accordance with their
terms at the Effective Time, in each case, subject to the
applicable holders continued employment through the applicable
vesting date, on the earlier of (A) the 12-month anniversary of
the date that the Effective Time occurs (or the next payroll
date following such anniversary) and (B) the next payroll date
following the date on which such UAM Option or Restricted
Share, as applicable, would have otherwise vested in accordance
with its terms, and in all cases, without any interest for the
period from the Effective Time until such date,>provided,
that, Restricted Shares that were granted in 2017 to employees
converted into an equivalent cash award based on the Per Share
Merger Consideration and shall vest and be payable in
accordance with the scheduled vesting terms of such awards,
without any interest for the period from the Effective Time
until such date. If the employment with the Company (or any of
its affiliates) of a holder of UAM Options or Restricted Shares
is, prior to the applicable payment date, terminated by the
Company (or any of its affiliates) for any reason other than
Cause (as defined for purposes of the Merger Agreement) or by
the holder for Good Reason (as defined for purposes of the
Merger Agreement), the payment in respect of UAM Options or
Restricted Shares, as applicable, will be accelerated to the
next practicable payroll date after the date of termination.
UAM Options and Restricted Shares owned by members of
management and the Board of Directors were treated the same as
outstanding UAM Options and Restricted Shares held by other
employees, except that any unvested awards owned by members of
the Board of Directors accelerated and vested at the Effective
Time.
will vest and be payable with respect to UAM Options or
Restricted Shares that are not vested in accordance with their
terms at the Effective Time, in each case, subject to the
applicable holders continued employment through the applicable
vesting date, on the earlier of (A) the 12-month anniversary of
the date that the Effective Time occurs (or the next payroll
date following such anniversary) and (B) the next payroll date
following the date on which such UAM Option or Restricted
Share, as applicable, would have otherwise vested in accordance
with its terms, and in all cases, without any interest for the
period from the Effective Time until such date,>provided,
that, Restricted Shares that were granted in 2017 to employees
converted into an equivalent cash award based on the Per Share
Merger Consideration and shall vest and be payable in
accordance with the scheduled vesting terms of such awards,
without any interest for the period from the Effective Time
until such date. If the employment with the Company (or any of
its affiliates) of a holder of UAM Options or Restricted Shares
is, prior to the applicable payment date, terminated by the
Company (or any of its affiliates) for any reason other than
Cause (as defined for purposes of the Merger Agreement) or by
the holder for Good Reason (as defined for purposes of the
Merger Agreement), the payment in respect of UAM Options or
Restricted Shares, as applicable, will be accelerated to the
next practicable payroll date after the date of termination.
UAM Options and Restricted Shares owned by members of
management and the Board of Directors were treated the same as
outstanding UAM Options and Restricted Shares held by other
employees, except that any unvested awards owned by members of
the Board of Directors accelerated and vested at the Effective
Time.
In addition following the consummation of the Merger, each
holder of UAMs 4.00% convertible senior notes due 2021 has the
right to (i) convert its notes into the right to receive the
Per Share Merger Consideration in an amount calculated to the
terms thereof (including an increased conversion rate that
applies to conversions in connection with the Merger because
the Merger constitutes a Make-Whole Fundamental Change under
the terms of the notes), or (ii) require that UAM repurchase
its notes, which repurchase shall be for the principal amount
plus accrued and unpaid interest and settled in cash. These
conversion and repurchase rights will be exercisable until May
30, 2017. UAM will send additional information regarding these
rights to noteholders in accordance with the indenture
governing the notes.
holder of UAMs 4.00% convertible senior notes due 2021 has the
right to (i) convert its notes into the right to receive the
Per Share Merger Consideration in an amount calculated to the
terms thereof (including an increased conversion rate that
applies to conversions in connection with the Merger because
the Merger constitutes a Make-Whole Fundamental Change under
the terms of the notes), or (ii) require that UAM repurchase
its notes, which repurchase shall be for the principal amount
plus accrued and unpaid interest and settled in cash. These
conversion and repurchase rights will be exercisable until May
30, 2017. UAM will send additional information regarding these
rights to noteholders in accordance with the indenture
governing the notes.
The Company has also agreed to cause UAM to redeem each share
of UAMs Series A Mandatorily Redeemable Preferred Shares, par
value $0.01 per share, that is issued and outstanding as of the
Effective Time. The redemption will occur on May 1, 2017.
of UAMs Series A Mandatorily Redeemable Preferred Shares, par
value $0.01 per share, that is issued and outstanding as of the
Effective Time. The redemption will occur on May 1, 2017.
The description of the Merger set forth above does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Merger Agreement, a copy of which was
filed by the Company as Exhibit 1.1 to the Companys Current
Report on Form 8-K filed with the Securities and Exchange
Commission (the SEC) on November 21, 2016, and is incorporated
by reference into this Item 8.01.
to be complete and is qualified in its entirety by reference to
the full text of the Merger Agreement, a copy of which was
filed by the Company as Exhibit 1.1 to the Companys Current
Report on Form 8-K filed with the Securities and Exchange
Commission (the SEC) on November 21, 2016, and is incorporated
by reference into this Item 8.01.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
> (d) Exhibits.
The following exhibits are filed with this report:
|
Exhibit No.
|
Exhibit
|
|
|
99.1
|
Press release of the Company and UAM, dated April 28,
2017. |
/div>
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 00.00 at 153.38 with 239,805 shares trading hands.
