WCG » Topics » History

This excerpt taken from the WCG 10-K filed Jan 26, 2009.
History

 

WellCare Holdings, LLC (“Holdings”), a Delaware limited liability corporation, was formed in May 2002 for the purpose of acquiring various subsidiaries that operate health plans focused on government programs in various states. Holdings began operating in August 2002 in conjunction with the acquisition of its indirect operating subsidiaries and did not have any activity from May 2002 through July 2002.  The Company, formerly known as WellCare Group, Inc., became the successor to Holdings following a reorganization (the “Reorganization”) that took place immediately prior to the closing of the Company’s initial public offering in July 2004.  The Reorganization was effected through a merger of Holdings with and into the Company, a wholly-owned subsidiary of Holdings. The Company issued an aggregate of 29,735,757 shares of the Company’s common stock in exchange for all of the outstanding membership interests in Holdings, plus accrued yields, pursuant to the merger.  Upon consummation of the merger, the Company changed its name to WellCare Health Plans, Inc.

 

This excerpt taken from the WCG 10-K filed Feb 15, 2005.

History

 

Wellcare Holdings, LLC (“Holdings”), a Delaware limited liability corporation, was formed in May 2002 for the purpose of acquiring various subsidiaries that operate health plans focused on government programs in various states. Holdings began operating in August 2002 in conjunction with the acquisition of its indirect operating subsidiaries and did not have any activity from May 2002 through July 2002. The Company, formerly known as WellCare Group, Inc., became the successor to Holdings following a reorganization (the “Reorganization”) that took place immediately prior to the closing of the Company’s initial public offering in July 2004. The Reorganization was effected through a merger of Holdings with and into the Company, a wholly-owned subsidiary of Holdings. The Company issued an aggregate of 29,735,757 shares of the Company’s common stock in exchange for all of the outstanding membership interests in Holdings, plus accrued yields, pursuant to the merger. Upon consummation of the merger, the Company changed its name to WellCare Health Plans, Inc. The Company’s direct and indirect subsidiaries are WCG Health Management, Inc., a Delaware-domiciled holding company, Well Care of Florida, Inc. (“WC”) and HealthEase of Florida, Inc. (“HE”), both Florida-licensed health maintenance organizations (“HMOs”); WellCare of New York, Inc. (“WCNY”), a New York-licensed HMO; FirstChoice HealthPlans of Connecticut, Inc. (“FC”), a Connecticut-licensed HMO; The WellCare Management Group, Inc. (“WCMG”), a New York-domiciled holding company; Comprehensive Health Management, Inc. (“CHMI”), a Florida-domiciled third-party administrator (“TPA”); Comprehensive Health Management of Florida, L.C. (“LLC”), a Florida-domiciled limited liability company; WellCare of Louisiana, Inc. (“LA”); a Louisiana-licensed HMO; Harmony Behavioral Health, Inc. (“BH”); a Delaware-domiciled behavioral health services company; Comprehensive Reinsurance, Ltd., a Cayman Island Reinsurance Company (“Comp Re”), Harmony Health Systems, Inc. (“HHS”), a New-Jersey-domiciled holding company; Harmony Health Plan of Illinois, Inc. (“HHP”), an Illinois-licensed HMO; and Harmony Health Management, Inc. (“HHM”), a New Jersey-domiciled TPA (collectively, “the Subsidiaries”). WC, HE, WCNY, FC, WCMG, CHMI and LLC are referred to collectively as the “Acquired Subsidiaries.”

 

On June 30, 2004, the Company completed its initial public offering, at a price of $17 per share. The aggregate sale price for all the shares sold by the Company was approximately $124.7 million, resulting in net proceeds to the Company of approximately $112.3 million after payment of underwriting discounts and commissions of approximately $8.7 million and legal, accounting and other fees incurred in connection with the offering of approximately $3.7 million.

 

On December 22, 2004, the Company closed a follow-on public offering of common stock whereby 6,000,000 shares were sold by selling stockholders and 1,500,000 shares were sold by the Company. The Company received net proceeds of $44.9 million from this offering after deducting underwriting discounts and commissions of approximately $2.4 million and other offering costs of approximately $716.

 

F-7


Table of Contents

WELLCARE HEALTH PLANS, INC.

 

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

Year ended December 31, 2004 and 2003, five-month period ended December 31, 2002,

predecessor seven-month period ended July 31, 2002

 

(Dollars in thousands, except member, share and unit data)

 

EXCERPTS ON THIS PAGE:

10-K
Jan 26, 2009
10-K
Feb 15, 2005
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