Item 3.02.
Unregistered Sales of Equity Securities.
On
September 21, 2007, Universal American completed the previously announced
issuance and sale (the Sale) to Lee-Universal Holdings, LLC, WCAS X, WCAS
Management Corporation, as partial successor to WCAS X, Union Square, Perry
Partners, L.P., Perry Partners International, Inc., and Perry Private
Opportunities Fund, L.P. and Perry Private Opportunities Offshore Fund, L.P.,
successors to Perry Commitment Fund, L.P. and Perry Commitment Master Fund,
L.P. (collectively, the Investors) in a private placement of an aggregate of
16,632 shares of Series A Participating Convertible Preferred Stock, par value
$1.00 per share (the Series A Preferred Stock), and 108,368 shares of Series
B Participating Convertible Preferred Stock, par value $1.00 per share (the Series
B Preferred Stock), for an aggregate purchase price of $250 million. Universal American used the proceeds of the
Sale as a portion of the consideration paid to MemberHealth shareholders in the
Merger.
The
Sale was conducted as a private placement in reliance on the exemption from the
registration requirements of the Securities Act of 1933, as amended (the Securities
Act), contained in Section 4(2) of the Securities Act, and Regulation D
promulgated by the Securities and Exchange Commission, as transactions not
involving a public offering. The Series
A Preferred Stock and Series B Preferred Stock have not been registered under
the Securities Act, and they may not be subsequently offered or sold by investors
in the United States absent registration or an applicable exemption from the
registration requirement. This report
does not constitute an offer to sell or the solicitation of an offer to buy any
security and shall not constitute an offer, solicitation or sale of any
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
such jurisdiction.
Additional
information regarding the Sale was provided in Universal Americans
Registration Statement on Form S-4/A filed on July 16, 2007 (File No.
333-143822), which is incorporated herein by reference pursuant to General
Instruction B.3 of Form 8-K.
See
Universal Americans Current Report on Form 8-K dated May 7, 2007, which is
incorporated herein by reference, for additional information relating to the
Sale, the Series A Preferred Stock, and the Series B Preferred Stock.