0000909518-14-000137.txt : 20140401 0000909518-14-000137.hdr.sgml : 20140401 20140401170335 ACCESSION NUMBER: 0000909518-14-000137 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20140401 DATE AS OF CHANGE: 20140401 GROUP MEMBERS: CAPITAL Z FINANCIAL SERVICES FUND II L.P. GROUP MEMBERS: CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II L.P. GROUP MEMBERS: CAPITAL Z PARTNERS III GP L.P. GROUP MEMBERS: CAPITAL Z PARTNERS III L.P. GROUP MEMBERS: CAPITAL Z PARTNERS L.P. GROUP MEMBERS: CAPITAL Z PARTNERS LTD. GROUP MEMBERS: CAPITAL Z PARTNERS MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL AMERICAN CORP. CENTRAL INDEX KEY: 0001514128 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 274683816 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86211 FILM NUMBER: 14735071 BUSINESS ADDRESS: STREET 1: SIX INTERNATIONAL DRIVE, SUITE 190 CITY: RYE BROOK STATE: NY ZIP: 10573 BUSINESS PHONE: 914-934-5200 MAIL ADDRESS: STREET 1: SIX INTERNATIONAL DRIVE, SUITE 190 CITY: RYE BROOK STATE: NY ZIP: 10573 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL AMERICAN SPIN CORP. DATE OF NAME CHANGE: 20110228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL Z PARTNERS LTD CENTRAL INDEX KEY: 0001075558 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE CHASE MANHATTAN PLAZA CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2128988700 SC 13D/A 1 mm03-3114capz_uniam13d.htm AMDNEMENT NO.3 mm03-3114capz_uniam13d.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
SCHEDULE 13D
Amendment No. 3
Under the Securities Exchange Act of 1934
 
 
UNIVERSAL AMERICAN CORP.
(Name of Issuer)
Common Stock (par value $.01 per share)
  
91338E101
(Title of class of securities)
  
(CUSIP number)
 
Capital Z Partners, Ltd.
Capital Z Partners III GP, LP
142 West 57th Street, 3rd Floor
New York, NY 10019
Attention: Mr. Craig Fisher
Tel No. (212) 965-0800
(Name, address and telephone number of person authorized to receive notices and communications)
 
March 28, 2014
(Date of event which requires filing of this statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240-13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box   [_].
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.
 
 
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information that would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

 
 
 
 


1
NAME OF REPORTING PERSON:
Capital Z Financial Services Fund II, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS:
 
Not applicable
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
  [   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Bermuda
NUMBER OF
SHARES
7
SOLE VOTING POWER:
0
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
13,896,417
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
0
PERSON WITH
 
10
SHARED DISPOSITIVE POWER:
13,896,417
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
13,896,417
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
16.0%
14
TYPE OF REPORTING PERSON:
 
PN
 
 
 
 

 
 
2
 


1
NAME OF REPORTING PERSON:
Capital Z Financial Services Private Fund II, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS:
 
Not applicable
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
  [   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Bermuda
NUMBER OF
SHARES
7
SOLE VOTING POWER:
0
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
73,819
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
0
PERSON WITH
 
10
SHARED DISPOSITIVE POWER:
73,819
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
73,819
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   [__%]
 
0.09%
14
TYPE OF REPORTING PERSON:
 
PN
 
 
 

 
3
 


1
NAME OF REPORTING PERSON:
Capital Z Partners, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS:
 
Not applicable
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
  [   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Bermuda
NUMBER OF
SHARES
7
SOLE VOTING POWER:
0
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
13,970,236
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
0
PERSON WITH
 
10
SHARED DISPOSITIVE POWER:
13,970,236
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
13,970,236
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
16.1%
14
TYPE OF REPORTING PERSON:
 
PN

This page reflects beneficial ownership by Capital Z Partners, L.P. in its capacity as the general partner of Capital Z Financial Services Fund II, L.P. and Capital Z Financial Services Private Fund II, L.P.

 
4
 


 
1
NAME OF REPORTING PERSON:
Capital Z Partners, Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS:
 
Not applicable
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
  [   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Bermuda
NUMBER OF
SHARES
7
SOLE VOTING POWER:
0
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
13,970,236
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
0
PERSON WITH
 
10
SHARED DISPOSITIVE POWER:
13,970,236
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
13,970,236
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   [__%]
 
16.1%
14
TYPE OF REPORTING PERSON:
 
CO

This page reflects beneficial ownership by Capital Z Partners, Ltd. in its capacity as the general partner of Capital Z Partners, L.P., which is the general partner of Capital Z Financial Services Fund II, L.P. and Capital Z Financial Services Private Fund II, L.P.



 
5
 


1
 
NAME OF REPORTING PERSON:
Capital Z Partners III, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS:
 
Not applicable
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
  [   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
NUMBER OF
SHARES
7
SOLE VOTING POWER:
0
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
2,473,041
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
0
PERSON WITH
 
10
SHARED DISPOSITIVE POWER:
2,473,041
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
2,473,041
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
2.9%
14
TYPE OF REPORTING PERSON:
 
PN


 
6
 


1
 
NAME OF REPORTING PERSON:
Capital Z Partners III GP, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS:
 
Not applicable
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
  [   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
NUMBER OF
SHARES
7
SOLE VOTING POWER:
0
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
2,473,041
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
0
PERSON WITH
 
10
SHARED DISPOSITIVE POWER:
2,473,041
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
2,473,041
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
2.9%
14
TYPE OF REPORTING PERSON:
 
OO

This page reflects beneficial ownership by Capital Z Partners III GP, L.P. in its capacity as the general partner of Capital Z Partners III, L.P.
 
 
 

 
7
 

1
NAME OF REPORTING PERSON:
Capital Z Partners Management, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS:
 
Not applicable
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
  [   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
NUMBER OF
SHARES
7
SOLE VOTING POWER:
0
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
17,502(1)
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
0
PERSON WITH
 
10
SHARED DISPOSITIVE POWER:
17,502(1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
17,502(1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
0.02%
14
TYPE OF REPORTING PERSON:
 
OO

 
(1) Includes 15,378 shares of Common Stock that have not yet vested.

 
8
 

This Amendment No. 3 amends the Schedule 13D filed on May 9, 2011 (as so amended, the “Schedule 13D”), and is filed with respect to shares of voting common stock, par value $0.01 per share (the “Common Stock”), of Universal American Corp., a Delaware corporation (the “Company”). Capitalized terms used herein but not defined shall have the meaning attributed to them in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.  The Schedule 13D is hereby supplementally amended as follows:

ITEM 1.           SECURITY AND ISSUER
 
 
No change.

ITEM 2.           IDENTITY AND BACKGROUND

Item 2 is hereby amended and restated in its entirety as follows:

This Schedule 13D is filed by Capital Z Financial Services Fund II, L.P. (“Cap Z Fund II”), Capital Z Financial Services Private Fund II, L.P. (“Cap Z Private Fund II”), Capital Z Partners, L.P. (“Cap Z L.P.”), Capital Z Partners, Ltd. (“Cap Z Ltd.”), Capital Z Partners III, L.P. (“Cap Z III”), Capital Z Partners III GP, LLC  (“Cap Z III GP”) and Capital Z Partners Management, LLC (“Cap Z Partners Management”) (each a “Reporting Person” and, collectively, the “Reporting Persons”).

Each of Cap Z Fund II and Cap Z Private Fund II is a Bermuda limited partnership formed to invest in securities of insurance, financial services and healthcare service companies and other related businesses. Cap Z Fund II historically invests in parallel with Cap Z Private Fund II.

Cap Z L.P. is a Bermuda limited partnership, the principal business of which is serving as the sole general partner of each of Capital Z Fund II and Cap Z Private Fund II.

Cap Z Ltd. is a Bermuda exempt company, the principal business of which is serving as the sole general partner of Cap Z L.P.

Cap Z III is a Cayman Islands exempted limited partnership formed to invest in securities of insurance, financial services and healthcare service companies.

Cap Z III GP is a Cayman Islands exempted limited partnership, the principal business of which is serving as the sole general partner of Cap Z III.

Cap Z Partners Management is a Delaware limited liability company, the principal business of which is performing investment management services for Cap Z Fund II, Cap Z Private Fund II and Cap Z III.
 
 
 
 
9
 
 
 

 
The principal business address of each of the Reporting Persons is 142 West 57th Street, 3rd Floor, New York, New York 10019.

The name and present principal occupation or employment of each director and executive officer of Cap Z Ltd. are as follows:
 
Name
Principal Occupation or Employment
Robert A. Spass
Chief Executive Officer and Chairman of the Board
Bradley E. Cooper
Senior Vice President
Roland V. Bernardon
Chief Financial Officer, Treasurer and Assistant Secretary
Craig Fisher
General Counsel and Secretary

Each of the above-named individuals also serves as a director and/or executive officer of Cap Z III GP, in the same capacity as listed above. Each of the above-listed individuals is a citizen of the United States of America. The business address of each of the above-listed individuals is at Cap Z Ltd.'s and Cap Z III GP’s offices, 142 West 57th Street, 3rd Floor, New York, New York 10019.

During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of their officers and directors, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.


ITEM 3.           SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

No change.

ITEM 4.           PURPOSE OF TRANSACTION

On March 28, 2014, Cap Z Fund II and Cap Z Private Fund II (the “Capital Z Investors”) each entered into a definitive agreement with the Company whereby the Company has agreed to repurchase 5,926,181 shares of its Common Stock directly from Cap Z Fund II and 73,819 shares of its Common Stock directly from Cap Z Private Fund II for an aggregate purchase price of $36,180,000.00 at a price per share of $6.03 (the “Share Price”). In addition, on March 28, 2014, Cap Z Fund II entered into the following definitive agreements:  (i) a definitive agreement with Richard A. Barasch, the Company’s Chairman and Chief Executive Officer, whereby Mr. Barash has agreed to purchase 330,000 shares of Common Stock at the Share Price for an aggregate purchase price of approximately $1,989,900.00, (ii) a definitive agreement with Robert A. Waegelein, the Company’s President and Chief Financial Officer, whereby Mr. Waegelein has agreed to purchase 50,000 shares of Common Stock at the Share Price for an aggregate purchase price of approximately $301,500.00, (iii) a definitive agreement with funds affiliated with Deerfield Management, whereby such funds have agreed
 
 
 
10
 
 
 
to purchase 3,278,924 shares of Common Stock at the Share Price for an aggregate purchase price of approximately $19,771,912.78 (iv) a definitive agreement with funds affiliated with Foresite Capital, whereby such funds have agreed to purchase 3,000,000 shares of Common Stock at the Share Price for an aggregate purchase price of approximately $18,090,000 and (v) a definitive agreement with funds affiliated with Broadfin Capital, whereby such funds have agreed to purchase 1,311,312 shares of Common Stock at the Share Price for an aggregate purchase price of approximately $7,907,211. Each purchaser of shares of Common Stock, including the Company, is herein referred to as a “Buyer.” Each of the definitive agreements described above is herein referred to as a “Share Purchase Agreement.”

Each of the share purchases described herein is subject to customary closing conditions, including applicable regulatory approvals.  Pursuant to Section 4 of the Share Purchase Agreements, a Share Purchase Agreement may be terminated at any time prior to closing by mutual consent of the respective Capital Z Investor and the respective Buyer or by either party if the closing has not occurred on or before June 30, 2014.

The Capital Z Investors are selling a total of 13,970,236 shares of Common Stock to the Buyers, which represent all of the shares acquired in their original investment in the Company in 1999. 

ITEM 5.           INTEREST IN SECURITIES OF THE ISSUER

Item 5 is hereby amended and restated in its entirety as follows:

(a) – (b)  The responses set forth on rows 7 through 13 of the cover pages of this Schedule 13D are incorporated hereain by reference. As of March 28, 2014, the aggregate number of shares of Common Stock that the Reporting Persons beneficially owned was 16,452,285 shares of Common Stock, representing approximately 19.0% of the outstanding shares of Common Stock (based on 86,695,011 shares of Common Stock outstanding as of February 28, 2014, as disclosed in the Company’s Form 10-K filed with the Securities and Exchange Commission on March 13, 2014 (the “Form 10-K”)). The number of shares of Common Stock held by the Reporting Persons listed herein includes 17,502 shares of Common Stock held by Cap Z Partners Management, of which 2,124 have currently vested, and does not reflect any changes in ownership as a result of the Share Purchase Agreements as the closing of these transactions has not yet occurred.

As of March 28, 2014, Robert Spass directly beneficially owned 196,502 shares of Common Stock, representing approximately 0.2% of the outstanding shares of Common Stock (based on 86,695,011 shares of Common Stock outstanding as of February 28, 2014, as disclosed in the Form 10-K).

Other than as described herein, during the past sixty (60) days on or prior to March 28, 2014, the date of the event which requires filing of this Amendment (such date, the “Event Date”), and from the Event Date to the Filing Date, there were no purchases or sales of
 
 
 
11
 
 
 
shares of Common Stock, or securities convertible into or exchangeable for shares of Common Stock, by the Reporting Persons.

(d) – (e)  Not applicable.

ITEM 6.           CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
 
 
The response to Item 4 of this Schedule 13D is incorporated herein by reference.

ITEM 7.           MATERIALS TO BE FILED AS EXHIBITS

Exhibit No.
Description
7.1
Joint Filing Agreement
7.2
Form of Share Purchase Agreement, dated as of March 28, 2014, entered into by the Capital Z Investors and the Buyers




 
12
 

Signatures

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated:           April 1, 2014
 

 
CAPITAL Z FINANCIAL SERVICES FUND II, L.P.
     
 
By:
Capital Z Partners, L.P., its General Partner
 
By:
Capital Z Partners, Ltd., its General Partner
     
 
By:
/s/ Craig Fisher
   
Name: Craig Fisher
   
Title: General Counsel

 
CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P.
     
 
By:
Capital Z Partners, L.P., its General Partner
 
By:
Capital Z Partners, Ltd., its General Partner
     
 
By:
/s/ Craig Fisher
   
Name: Craig Fisher
   
Title: General Counsel

 
CAPITAL Z PARTNERS, L.P.
     
 
By:
Capital Z Partners, Ltd., its General Partner
 
By:
/s/ Craig Fisher
   
Name: Craig Fisher
   
Title: General Counsel

 
CAPITAL Z PARTNERS, LTD.
   
 
By:
/s/ Craig Fisher
   
Name: Craig Fisher
   
Title: General Counsel

 
CAPITAL Z PARTNERS III, L.P.
By: CAPITAL Z PARTNERS III GP, LLC,
its General Partner
   
   
 
By:
/s/ Craig Fisher
   
Name: Craig Fisher
   
Title: General Counsel
 

 
 
13
 
 
 
 

 
 
CAPITAL Z PARTNERS III GP, LLC
   
   
 
By:
/s/ Craig Fisher
   
Name: Craig Fisher
   
Title: General Counsel


 
CAPITAL Z PARTNERS MANAGEMENT, LLC
   
   
 
By:
/s/ Craig Fisher
   
Name: Craig Fisher
   
Title: General Counsel

\
 
 
 
 
 
 
 
 
 
 
 
 
 
14
 EX-7.1 2 mm03-3114capz_uniam13dx2.htm EX.7.1 - JOIN FILER AGREEMENT mm03-3114capz_uniam13dx2.htm
 
 
EXHIBIT 7.1
JOINT FILING AGREEMENT
 
The undersigned acknowledge and agree that the foregoing Amendment to Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
 
Dated: April 1, 2014


 
CAPITAL Z FINANCIAL SERVICES FUND II, L.P.
     
 
By:
Capital Z Partners, L.P., its General Partner
 
By:
Capital Z Partners, Ltd., its General Partner
     
 
By:
/s/ Craig Fisher
   
Name: Craig Fisher
   
Title: General Counsel

 
CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P.
     
 
By:
Capital Z Partners, L.P., its General Partner
 
By:
Capital Z Partners, Ltd., its General Partner
     
 
By:
/s/ Craig Fisher
   
Name: Craig Fisher
   
Title: General Counsel

 
CAPITAL Z PARTNERS, L.P.
     
 
By:
Capital Z Partners, Ltd., its General Partner
 
 
By:
 
/s/ Craig Fisher
   
Name: Craig Fisher
   
Title: General Counsel

 
CAPITAL Z PARTNERS, LTD.
   
 
By:
/s/ Craig Fisher
   
Name: Craig Fisher
   
Title: General Counsel

 
CAPITAL Z PARTNERS III, L.P.
By: CAPITAL Z PARTNERS III GP, LLC,
its General Partner
   
   
 
By:
/s/ Craig Fisher
   
Name: Craig Fisher
   
Title: General Counsel

 
 
 
 
 
 
 

 
 
CAPITAL Z PARTNERS III GP, LLC
   
   
 
By:
/s/ Craig Fisher
   
Name: Craig Fisher
   
Title: General Counsel


 
CAPITAL Z PARTNERS MANAGEMENT, LLC
   
   
 
By:
/s/ Craig Fisher
   
Name: Craig Fisher
   
Title: General Counsel

\
 EX-7.2 3 mm03-3114capz_uniam13dx1.htm EX.7.2 - SHARE PURCHASE AGREEMENT mm03-3114capz_uniam13dx1.htm
 
 
EXHIBIT 7.2
SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 28, 2014 by and between [Capital Z Financial Services Fund II, L.P. and/ or Capital Z Financial Services Private Fund II, L.P.] (the “Seller”) and [NAME OF BUYER] (the “Buyer”).


WHEREAS, the Seller holds approximately 14 million shares of common stock, par value $0.01 per share, of Universal American Corp. (”Universal”);

WHEREAS, the Seller desires to sell to the Buyer, and the Buyer desires to purchase from the Seller, XXX shares (collectively, the “Redemption Shares”) of Universal common stock;

WHEREAS, the parties hereto desire to set forth the terms and conditions of their agreements and understandings.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby covenant and agree as follows:

1. Sale and Transfer of the Redemption Shares. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Seller agrees to sell, assign, transfer, convey and deliver the Redemption Shares to the Buyer, and the Buyer agrees to purchase and redeem the Redemption Shares for a purchase price for each Redemption Share equal to $6.03(collectively, referred to as the “Transaction“).

2. Closing.  The closing of the Transaction (the “Closing”) shall occur at the offices of the Seller at 10:00 am (NY time) on the next business day following satisfaction of the closing conditions set forth in Section 3.  The date of the Closing is herein called the “Closing Date”.  The Buyer and Seller agree to use commercially reasonable efforts to cause the Closing to occur as soon as possible after the date hereof.

3. Conditions to Closing; Termination.  The respective obligations of the Seller and the Buyer to consummate the Transaction shall be subject to the fulfillment at or prior to the Closing of each of the conditions set forth below.  No party hereto may rely on the failure of any condition set forth in this Section 3 if such party’s failure to comply with any provision of this Agreement was a proximate cause of such failure of condition.

a.  
No Injunction.  At the Closing, there shall be no effective injunction, writ or preliminary restraining order or any order of any nature issued by a court of other governmental authority of competent jurisdiction to the effect that the Transaction may not be consummated as herein provided.
 
 
 
 
 
 
 
 

 
b.  
Instruments of Conveyance.  At the Closing, the Seller shall deliver to Buyer the items referenced in Section 5 of this Agreement.

c.  
Representations and Warranties.  At the Closing, the representations and warranties of each of the Buyer and Seller in this Agreement shall be true and correct and authorized representatives of Buyer and Seller shall deliver certificates to the other dated the Closing Date to such effect.

d.  
Regulatory Approvals. At the Closing, the Regulatory Approvals shall have been obtained. For purposes of this Agreement, “Regulatory Approvals” means divestiture of control of a domestic insurer filing for and approval by the Texas Department of Insurance with respect to Seller.

4. Termination.  This Agreement may be terminated at any time prior to the Closing:

a.  
By mutual consent of the Seller and the Buyer.

b.  
By either the Seller or the Buyer if the Closing Date shall not have occurred on or before June 30, 2014.

5.  Instruments of Conveyance and Transfer. At the Closing, the Seller shall deliver to the Buyer evidence that the Seller has completed electronic delivery of the Redemption Shares through the Depository Trust Company Deposit/Withdrawal at Custodian system to the account of the Buyer, in each case evidencing the transfer of the Redemption Shares to the Buyer, dated the date of the Closing, and in such form satisfactory to the Buyer as shall be effective to vest in the Buyer good and valid title to the Redemption Shares, free and clear of any option, call, contract, commitment, demand, lien, charge, security interest or encumbrance whatsoever. The Seller shall at any time, and from time to time, following the Closing, execute, acknowledge and deliver all further assignments, transfers, and any other such instruments of conveyance, upon the request of the Buyer, to confirm the sale of the Redemption Shares hereunder.

6. Payment by the Buyer. At the Closing, the Buyer shall deliver to the Seller by wire transfer of immediately available funds an aggregate amount equal to $XXX (the “Purchase Price”).

7. Representations and Warranties of Seller. As of the date hereof and the date of the Closing, the Seller represents and warrants that:

(a) The Seller has the full, absolute and entire power and legal right to execute, deliver and perform this Agreement.

(b) The execution and delivery by the Seller of this Agreement and the consummation of the transactions contemplated hereby (i)  have been duly and validly authorized by all necessary action on part of the Seller and when duly and validly executed, will constitute a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, (ii) will not conflict with, result in a breach of, constitute a default under, or violate the
 
 
 
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organizational documents of Seller or (iii) to the knowledge of Seller will not result in the need for the consent of any other individual or a corporation, partnership, limited liability company, joint venture, trust, regulatory governmental agency or authority or other organization or entity of any kind, except for the Regulatory Approvals set forth in Section 3(d).

(c) The Redemption Shares are owned by the Seller, free and clear of any option, call, contract, commitment, demand, lien, charge, security interest or encumbrance whatsoever, and Seller will convey to the Buyer good title to the Redemption Shares free and clear of all options, calls, contracts, commitments, demands, liens, charges, security interests or encumbrances whatsoever.

(d) The Seller (i) is a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or an institutional “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act (“Regulation D”) and has such knowledge, sophistication and experience in financial and business matters as to be capable of evaluating independently the merits, risks and suitability of entering into this Agreement and the transactions contemplated hereby, (ii) is able to bear the risks attendant to the transactions contemplated hereby, and (iii) is dealing with the Buyer on a professional arm’s-length basis as defined in Regulation D.

8. Representations and Warranties of the Buyer. As of the date hereof and the date of the Closing, the Buyer represents and warrants that:

(a) The Buyer has the full, absolute and entire power and legal right to execute, deliver and perform this Agreement.

(b) The execution and delivery by the Buyer of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on part of the Buyer and when duly and validly executed, will constitute a legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms.

(c) Buyer (i) is a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act or an institutional “accredited investor” as that term is defined in Regulation D and has such knowledge, sophistication and experience in financial and business matters as to be capable of evaluating independently the merits, risks and suitability of entering into this Agreement and the transactions contemplated hereby, (ii) is able to bear the risks attendant to the transactions contemplated hereby, and (iii) is dealing with Seller on a professional arm’s-length basis as defined in Regulation D.

(d) The Redemption Shares are being purchased by Buyer hereunder for investment, and not with a view to any distribution thereof that would violate the Securities Act or the applicable state securities laws of any state.  Buyer will not distribute the Securities in violation of the Securities Act or the applicable securities laws of any state.
 
 
 
 
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9. Seller Acknowledgments. As of the date hereof and the date of the Closing, the Seller separately acknowledges that:

(a) The Seller has not relied upon any representations (whether oral or written) with respect to the Buyer or the Redemption Shares other than as set forth in this Agreement.

(b) The Seller believes that it has received all the information it considers necessary or appropriate for deciding whether to sell the Redemption Shares and has made its own analysis and decision to sell the Redemption Shares to the Buyer based upon such information as the Seller deems appropriate.

(c)  The Seller acknowledges (i) that the Buyer has not made any representation or warranty, express or implied, except as set forth herein, regarding any aspect of the sale and redemption of the Redemption Shares, the operation or financial condition of the Buyer or the value of the Redemption Shares, and (ii) that the Buyer is relying upon the truth of the acknowledgements in this Section 9 in connection with the purchase and redemption of the Redemption Shares hereunder.

(d) The Seller has had a full and complete opportunity to consult legal, tax and business advisors and has in fact consulted such advisors with respect to this agreement and any matters contemplated hereunder. The Seller further acknowledges that it has not engaged or employed any broker or finder in connection with the transactions referred to herein and that the sale of the Redemption Shares has been privately negotiated by the Seller and the Buyer.

10. Buyer Acknowledgments. As of the date hereof and the date of the Closing, the Buyer separately acknowledges that:

a.  
The Buyer has not relied upon any representations (whether oral or written) with respect to the Seller, Universal or the Redemption Shares other than as set forth in this Agreement.

b.  
The Buyer believes that it has received all the information it considers necessary or appropriate for deciding whether to buy the Redemption Shares and has made its own analysis and decision to buy the Redemption Shares from the Seller based upon such information as the Buyer deems appropriate.

c.  
The Buyer acknowledges (i) that the Seller has not made any representation or warranty, express or implied, except as set forth herein, regarding any aspect of the sale and redemption of the Redemption Shares, the operation or financial condition of Universal or the value of the Redemption Shares, and (ii) that the Seller is relying upon the truth of the acknowledgements in this Section 10 in connection with the purchase and redemption of the Redemption Shares hereunder.

d.  
The Buyer has had a full and complete opportunity to consult legal, tax and business advisors and has in fact consulted such advisors with respect to this
 
 
 
 
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agreement and any matters contemplated hereunder. The Buyer further acknowledges that it has not engaged or employed any broker or finder in connection with the transactions referred to herein and that the sale of the Redemption Shares has been privately negotiated by the Seller and the Buyer.
 
e.  
The Buyer acknowledges that it (i) has received a copy of the Universal Prospectus dated as of October 24, 2013, (ii) is aware that Universal and members of Universal management have entered into substantially similar agreements with the Seller to purchase shares of Universal Common Stock and (iii) is not relying on any representation and warranties, express or implied made by Universal in connection with its entering into this Agreement.

11. Release, Discharge and Waiver. Effective from and after the date of the Closing, the Seller, for itself and its officers, directors, partners, affiliates, members, respective successors and assigns, hereby irrevocably forever release, discharge and waive any and all claims, rights, causes of action, suits, obligations, debts, demands, liabilities, controversies, costs, expenses, fees or damages of any kind, whether directly, derivatively, representatively or in any other capacity, against the Buyer or any of its subsidiaries or affiliates and their respective present and/or past directors, officers, members, shareholders, employees, fiduciaries or agents, and their respective successors and assigns, which are based upon, arise from or in any way relate to or involve, directly or indirectly, the Seller’s purchase and ownership of the Redemption Shares. Notwithstanding the foregoing, but subject to Section 9, nothing contained in this Section 11 shall constitute any release, discharge or waiver to the extent that the applicable claims, rights, causes of action, suits, obligations, debts, demands, liabilities, controversies, costs, expenses, fees or damages arise out of a breach of this Agreement.

12. Expenses.  Each party shall bear their own attorneys’ fees and costs incurred in connection with this Agreement and the transactions contemplated  hereby.

13. Governing Law.  This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.

14. Consent to Jurisdiction; Service of Process.  The parties hereto agree that any suit action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in federal or state courts located in the Borough of Manhattan, New York, New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.
 
 
 
 
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15. WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO  HEREBY IRREVOCABLY WAIVES  ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

16. Invalidity or Unenforceability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

17. Benefits and Burdens. This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective estates, executors, administrators, legatees, heirs, and personal and legal representatives, successors and permitted assigns and, in the case of Section 11, the persons identified therein not party hereto (provided their consent shall not be required to change or modify such section).

18. Change; Waiver. No change or modification of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the party waiving its rights. The failure of either party at any time to insist upon, or any delay by either party at any time to insist upon, strict performance of any condition, promise, agreement or understanding set forth herein shall not be construed as a waiver or relinquishment of the right to insist upon strict performance of the same condition, promise, agreement or understanding at a future time.

19. Entire Agreement. This Agreement sets forth all of the promises, agreement, conditions, understandings and covenants between the parties hereto with respect to the subject matter referred to herein, and there are no promises other than as set forth herein. Any and all prior agreements with respect to such subject matter are hereby revoked. This Agreement is, and is intended by the parties to be, an integration of any and all prior agreements or understandings, oral or written, with respect to such subject matter.

20. Headings. The headings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any of the provisions of this Agreement.

21. Counterparts. This Agreement may be executed in any number of counterparts, which may be by facsimile and/or PDF/email, all of which counterparts taken together shall constitute one and the same instrument.

22. Survival of Representations and Warranties.  All representations and warranties and acknowledgments contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the Closing.
 
 
 
 
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23. Announcements. The Buyer and the Seller will not make any public announcement regarding the Transaction without the prior written consent of Universal American Corp.

24. Notices.  All notices or other communications required or permitted under this Agreement shall be delivered by email to the following persons:

a.  
Seller:  craig.fisher@capitalz.com
b.  
Buyer:






[Signature Page Follows]
 
 
 

 
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
         
 
BUYER:
 
[NAME OF BUYER]
 
By:____________________________
       
       
 
  
 
 
SELLER:
 
CAPITAL Z FINANCIAL SERVICES FUND II, L.P. 
  
       
     
 
By:  
    
   
Name:  
    
   
Title:  
    
 

 
 
 
 
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