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Section 1: 8-K (8-K DATED AUGUST 13, 2018)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2018

WellCare Health Plans, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
001-32209
 
47-0937650
(State or Other Jurisdiction
 
(Commission
 
(IRS Employer
of Incorporation)
 
File Number)
 
Identification No.)

8735 Henderson Road, Renaissance One
Tampa, Florida 33634
(Address of Principal Executive Offices, including Zip Code)

(813) 290-6200
(Registrant’s Telephone Number, including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o









Item 8.01. Other Events.

On August 13, 2018, WellCare Health Plans, Inc. (the “Company”) announced the closing of an offering of 5,207,547 shares of its common stock pursuant to a registration statement and a related prospectus supplement filed by the Company with the U.S. Securities and Exchange Commission. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01.  Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.
 
Description of Exhibit
 
 
 
 







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
WELLCARE HEALTH PLANS, INC.
 
 
 
 
 
 
Date: August 13, 2018
By:
/s/ Andrew L. Asher
 
 
Name: Andrew L. Asher
 
 
Title: Executive Vice President and Chief Financial
             Officer



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Section 2: EX-99.1 (PRESS RELEASE DATED AUGUST 13, 2018)

Exhibit

Return to Form 8-K
Exhibit 99.1
394617254_ex991pr81318image1.jpg


WellCare Announces Closing of Common Stock Offering
TAMPA, Fla. (Aug. 13, 2018) — WellCare Health Plans, Inc. (NYSE: WCG) announced today that on August 10, 2018 it closed an offering of 5,207,547 shares of its common stock at a public offering price of $265.00 per share, which includes the exercise in full by the underwriters of their option to purchase up to an additional 679,245 shares of common stock in the offering. The proceeds to WellCare from the offering were approximately $1.38 billion, before deducting underwriting discounts, commissions and offering expenses.

WellCare expects to use the net proceeds from the offering to fund a portion of the cash consideration for its previously announced acquisition of Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc. and MeridianRx, a pharmacy benefit manager (collectively, “Meridian”) to pay related fees and expenses and for general corporate purposes. If the acquisition is not completed for any reason, WellCare will use the net proceeds from the offering for general corporate purposes.
SunTrust Robinson Humphrey and J.P. Morgan acted as joint book-running managers and as representatives of the underwriters for the offering. Goldman Sachs & Co. LLC, Wells Fargo Securities, BofA Merrill Lynch, MUFG and BTIG also acted as joint book-running managers for the offering.
The public offering was made pursuant to a prospectus supplement and an accompanying prospectus filed as part of an effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”) on Form S-3. A final prospectus supplement relating to the offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov.
Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained from  SunTrust Robinson Humphrey, Inc., Attn: Prospectus Department, 333 Peachtree Road NE, 9th Floor, Atlanta, GA 30326, telephone: 404-926-5744, e-mail: strh.prospectus@suntrust.com; or Goldman, Sachs, & Co., Attn: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 866-471-2526, e-mail: prospectus-ny@ny.email.gs.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.








About WellCare Health Plans, Inc.

Headquartered in Tampa, Fla., WellCare Health Plans, Inc. (NYSE: WCG) focuses exclusively on providing government-sponsored managed care services, primarily through Medicaid, Medicare Advantage and Medicare Prescription Drug Plans, to families, children, seniors and individuals with complex medical needs. The company served approximately 4.4 million members nationwide as of June 30, 2018.

Cautionary Statement Regarding Forward-Looking Statements
This news release contains “forward-looking” statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “will” and similar expressions are forward-looking statements. Statements regarding the offering and the acquisition contain forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause actual future results to differ materially from those projected or contemplated in the forward-looking statements. These risks and uncertainties include, but are not limited to, the ability to complete the offering and the acquisition in a timely manner or at all (which may adversely affect WellCare’s business), the failure to satisfy the conditions to the consummation of the acquisition (including the receipt of certain governmental and regulatory approvals) and any requirements that may be imposed by governmental or regulatory authorities as a condition to approving the acquisition. Given the risks and uncertainties inherent in forward-looking statements, any of WellCare’s forward-looking statements could be incorrect and investors are cautioned not to place undue reliance on any of our forward-looking statements.
Additional information concerning these and other important risks and uncertainties can be found in the company’s filings with the U.S. Securities and Exchange Commission, included under the captions “Forward-Looking Statements” and “Risk Factors” in the company’s Annual Report on Form 10­K for the year ended December 31, 2017 and in the company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, which contain discussions of WellCare’s business and the various factors that may affect it. Subsequent events and developments may cause actual results to differ, perhaps materially, from WellCare’s forward-looking statements. WellCare’s forward-looking statements speak only as of the date on which the statements are made. WellCare undertakes no duty, and expressly disclaims any obligation, to update these forward-looking statements to reflect any future events, developments or otherwise.





CONTACTS:
 
 
Investors
 
Media
Beau Garverick
813-206-2329
beau.garverick@wellcare.com
 
Chris Curran
813-206-5428
chris.curran@wellcare.com
 
 
 
Matt Humphries
813-206-6096
matt.humphries@wellcare.com

 
 




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