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 31, 2010 (August 26, 2010)
HEALTHSPRING, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-32739 | 20-1821898 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
9009 Carothers Parkway Suite 501 Franklin, Tennessee | 37067 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:(615) 291-7000
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:
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))
1
(d) | Exhibits. |
Exhibit 2.1 | Agreement and Plan of Merger, dated as of August 26, 2010, by and among HealthSpring, Inc., BHI Acquisition Corporation, Bravo Health, Inc., and Shareholder Representative Services, LLC* | |
Exhibit 99.1 | Senior Secured Credit Facilities Commitment Letter, dated as of August 26, 2010, by and among HealthSpring, Inc., JPMorgan Chase Bank, N.A., Bank of America, N.A. and Raymond James Bank, FSB |
* | Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. HealthSpring agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission upon request. |
HEALTHSPRING, INC. | ||||
By: | /s/ J. Gentry Barden | |||
J. Gentry Barden | ||||
Senior Vice President | ||||
No. | Exhibit | |
2.1 | Agreement and Plan of Merger, dated as of August 26, 2010, by and among HealthSpring, Inc., BHI Acquisition Corporation, Bravo Health, Inc., and Shareholder Representative Services, LLC* | |
99.1 | Senior Secured Credit Facilities Commitment Letter, dated as of August 26, 2010, by and among HealthSpring, Inc., JPMorgan Chase Bank, N.A., Bank of America, N.A. and Raymond James Bank, FSB |
* | Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. HealthSpring agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission upon request. |