Form8K051215



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): May 11, 2015

WELLCARE HEALTH PLANS, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
001-32209
 
47-0937650
(State or other jurisdiction
 
(Commission File Number)
 
(IRS Employer
of incorporation)
 
 

 
Identification No.)
 
8735 Henderson Road, Renaissance One
 
 
 
Tampa, Florida
 
33634
 
(Address of principal executive offices)
(Zip Code)


Registrant’s telephone number, including area code: (813) 290-6200

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):

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 1.01 Entry into a Material Definitive Agreement.
     
Credit Agreement
On May 11, 2015, WellCare Health Plans, Inc. (the “Company”) amended its existing senior unsecured credit agreement (the “Credit Agreement”) among the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., MUFG Union Bank, N.A. and U.S. Bank National Association as co-documentation agents and J.P. Morgan Securities LLC, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC as joint bookrunners and joint lead arrangers (the “Amendment”).

The Amendment changed the definition of a “change in control” to remove the provision that a change in the majority of the board of directors as a result of an actual or threatened solicitation of proxies for the election of directors other than by the board of directors of the Company would constitute a change in control and therefore be an event of default under the Credit Agreement.

All other terms of the Credit Agreement remain the same.

The foregoing description does not purport to be a complete description of the parties’ rights and obligations under the above-described Amendment. The above description is qualified in its entirety by reference to the complete Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
 
 
Number
 
Description
 
 
 
 








SIGNATURES

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



Date: May 12, 2015
WELLCARE HEALTH PLANS, INC.
 
/s/ Andrew L. Asher
 
Andrew L. Asher
 
Senior Vice President and Chief Financial Officer

 





Exhibit Index


Exhibit
 
 
Number
 
Description