Coventry Files Registration Statement for Sale of 8.1 Million Shares by The Principal and Agreement to Repurchase Remaining Coventry Securities Owned by The Principal.Business Editors/Health & Medical Writers BETHESDA, Md.--(BUSINESS WIRE)--Nov. 30, 2001 Coventry Health Care Coventry Health Care, Inc. (Coventry) (NYSE: CVH) is a managed health care company in the United States. On February 8th of 2007 Coventry agreed to acquire Concentra's Workers Compensation Managed Care Services Businesses. External links
See: New York Stock Exchange :CVH CVH Helicopter Carrier CVH Compound-valve-angle Hemispherical Combustion-chamber (Ford cylinder head design and family of engines) CVH Compound Valve Angle Hemispheral Combustion Chamber CVH continuous venous hemodialysis ) announced today that it has filed a registration statement for the sale of up to 8.1 million shares of its common stock by Principal Financial Group (NYSE:PFG PFG Principal Financial Group PFG Performance Food Group (Richmond, VA) PFG Pinnacle Financial Group PFG Plasma Flood Gun PFG Planning for Growth PFG Pasty Faced Geek PFG Perfluoroguanidine ). Coventry also announced that it has entered into an agreement with The Principal to purchase the remaining 7.1 million shares of common stock of Coventry owned by The Principal for $141 million and a warrant owned by The Principal, currently exercisable for 3.1 million shares of common stock of Coventry, for $35 million. Coventry intends to finance the stock and warrant repurchase with the proceeds of a private placement of approximately $175 million aggregate principal amount of its senior notes and cash on hand. Coventry's obligation to complete the stock and warrant repurchase is subject to the concurrent closings of the senior notes offering and the secondary offering of Coventry's shares by The Principal. The completion of the secondary offering of shares owned by The Principal is conditioned on the concurrent closing of the senior notes offering and the stock and warrant repurchase by Coventry. Both the senior notes offering and the secondary share offering are expected to be completed in the first quarter of 2002. The 8.1 million shares of Coventry common stock covered by the registration statement filed today include 1.1 million shares subject to the underwriters' right to purchase from The Principal to cover over-allotments. In the event the underwriters do not fully exercise their over-allotment option, Coventry has agreed to purchase from The Principal any shares the underwriters do not purchase at the public offering price. The shares and warrant of Coventry owned by The Principal were acquired by The Principal in connection with the merger of Coventry and Principal Health Care in April 1998. Following the completion of the secondary share offering and the stock and warrant repurchase, The Principal will no longer own any shares or warrants of Coventry. Salomon Smith Barney Inc. is acting as sole bookrunning lead manager of the secondary share offering and Goldman, Sachs & Co., Lehman Brothers Inc., and CIBC World Markets CIBC World Markets is the investment banking division of the Canadian Imperial Bank of Commerce. It helps governments, large companies, and other large institutions obtain capital and credit and is a primary dealer in U.S. Treasury securities. Corp. are acting as co-managers of that offering. A copy of the prospectus relating to the secondary share offering may be obtained when available from Salomon Smith Barney Inc., Brooklyn Army Terminal The Brooklyn Army Terminal consists of large complex of piers, docks, warehouses, cranes, railroad sidings and cargo loading equipment. The terminal was responsible for shipment of army equipment and personnel overseas. , 140 58th Street, 8th Floor, New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , NY 11220. A registration statement relating to the shares of Coventry has been filed with the Securities and Exchange Commission but has not become effective. These shares may not be sold nor may offers to buy them be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares nor shall there be any sale of the shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The senior notes have not been and will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. This press release may contain forward-looking statements, made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1999, relating to future events. Actual events may be significantly impacted by certain risks and uncertainties described in the Company's Annual Report on Form 10-K for the year ended December 31, 2000 filed with the Securities and Exchange Commission. Coventry Health Care is a managed health care company based in Bethesda, Maryland operating health plans and insurance companies under the names Coventry Health Care, Coventry Health and Life, Carelink Health Plans, Group Health Plan, HealthAmerica, HealthAssurance, HealthCare USA, Southern Health and WellPath. The Company provides a full range of managed care products and services including HMO HMO health maintenance organization. HMO n. A corporation that is financed by insurance premiums and has member physicians and professional staff who provide curative and preventive medicine within certain financial, , PPO PPO abbr. preferred provider organization PPO Managed care Preferred provider organization, see there Infectious disease Pleuropneumonia-like organism, see there , POS (1) See point of sale and packet over SONET. (2) "Parent over shoulder." See digispeak. POS - point of sale , Medicare Risk and Medicaid to 1.85 million members in a broad cross section of employer and government-funded groups in 13 markets throughout the Midwest, Mid-Atlantic and Southeast United States. More information is available on the Internet at http://www.CoventryHealth.com. |
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