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WellPoint dragged into Goldman Sachs suit

J.K. Wall
August 20, 2012
Keywords
Health Care & Insurance, Health Care & Life Sciences, Insurers, Lawsuits, Medicare, Mergers & Acquisitions, Public Companies, WellPoint
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WellPoint Inc.’s $4.9 billion offer for Virginia-based Amerigroup Inc. apparently wasn’t the only—or even the most lucrative—bid for the Medicaid managed care company.

But it was the deal most likely to come to fruition before a key deadline for a big payout for Goldman Sachs & Co., according to a shareholder lawsuit filed Aug. 16 against Goldman and the Amerigroup board of directors.

The lawsuit, filed in the Delaware Court of Chancery, alleges that New York-based Goldman Sachs was due to receive $233.7 million from Amerigroup through a complex derivative transaction if it brokered a sale of the company before Aug. 13, according to a report from Reuters.

The lawsuit, filed on behalf of public employee retirement funds in Michigan and Louisiana, says Goldman was due to earn fees of just $18.7 million for its work on the deal itself. It seeks to block the WellPoint-Amerigroup deal from closing until the terms of the agreement are improved.

There was another suitor called Company D in Amerigroup’s narrative of the negotiations, which it disclosed on Aug. 7 in a securities filing. Company D’s offer was higher than WellPoint’s, according to the lawsuit, but faced greater antitrust issues in some states, which would have taken time to work out.

"By recommending a quick deal with WellPoint as opposed to Company D or any of the other interested suitors, Goldman kept alive its chance of receiving a windfall profit on the derivative transaction," states the lawsuit.

The claim received added credibility on Monday when Hartford-based Aetna Inc., a competitor to WellPoint, announced a $5.6 billion deal to acquire Coventry Health Care, a Maryland-based competitor of Amerigroup in the Medicaid managed care business.

WellPoint’s deal for Amerigroup was widely praised by analysts and investors despite the high price, a 43-percent premium over where Amerigroup’s stock was trading before the agreement.

“I’m Gonna Make Him An Offer He Can’t Refuse” is how Citi analyst Carl McDonald titled his report on the deal.

“We don’t anticipate another bidder will top WellPoint’s offer,” McDonald wrote in a research note on July 9, the day the deal was announced. “WellPoint is paying a very full price in this deal, giving Amerigroup credit for much of its anticipated growth over the next few years.”

The $92 per share WellPoint agreed to pay was far higher than its initial offer of $83 per share, but a bit lower than the $93.50 that Amerigroup executives asked for, according to their narrative of the negotiations.

After the U.S. Supreme Court gave states the option not to expand their Medicaid eligibility to include 16 million more Americans, WellPoint countered with an offer of $90 per share. The two companies eventually settled on $92 per share.

The narrative of negotiations states that Amerigroup’s executives drew up presentations on five potential buyers, including WellPoint, and that Amerigroup CEO Jim Carlson approached all of them about some sort of “partnership.” The talks with WellPoint and Company D were the only ones that showed enough interest for Amerigroup’s board to conclude they would lead to an “attractive” purchase offer.

Maureen McDonnell, a spokeswoman for Amerigroup, and Michael DuVally, a Goldman Sachs spokesman, declined to comment to Reuters on Friday. Jill Becher, a spokeswoman for WellPoint, did not respond to Reuters’ requests for comment.

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  1. liek the rest of America

  2. These quaint,obsessed musings by the stalkers are certainly entertaining, but I'm trying to figure out what, if anything, all the yelping below has to do with Zak Brown.

  3. It's evident that Moffett was pushing the right buttons and corporate America is now trying to squash him. He just wanted to withdraw the free pilot services provided to the company by the pilots to try and put some pressure on a company that has not been interested in negotiating a contract in over 5 years. The company does not provide a contract because not having one has saved them a bundle of money. Shame on any Republic pilots not standing behind their union leader just because things are getting tough, can you not see such strategic moves by the company as putting the last union president in a corporate position and into THEIR pocket. Do you really believe the last union president is so appalled at the attempts by Moffett, do you not remember his oppositions to the company? We stood behind him. It has been proven over and over again for thousands of years without fail, a man cannot serve two masters. Anyone that believes people vote contrary to their paycheck and livelihood deserve to be taken advantage of, the recent statements by the former union president are laughable as he denounces the current union president from his new corporate position. Have you ever seen a drafted sports player score points for his previous team, it cannot be done, he is not on the pilots side anymore, he gets his money a different way now than you and I do, and he should not be allowed to remain on the seniority list. A drafted player brings strength, credibility, tactical knowledge, and a strategic advantage to his NEW team, he would not be drafted or paid were it otherwise. We are all forced to choose only one side to play for and support, not doing so has many references in life such as insider trading and shaving points, all illegal for good reason. This basic fact is why corporate moguls, scientist, and engineers all sign non-discloser agreements and non-compete clauses, as protection in case they are lured into switching sides as our former union president has done. No NFL coach ever drafted a player so that both teams could benefit and better understand each other, they are recruited to win the game against that former team, period. Likewise the company does not recruit the former union president by accident or mutual understanding, its strategy. Don't confuse playing the game with good sportsman-like conduct in support of common business and prosperity goals, with the requirement to only play for one side. Good men we all love and favor fall subject to this manipulation, often without their knowledge, and it is not a betrayal of their friendship to oppose them when they switch sides. If we did not love and trust them, they would not have been chosen and lured to the other side in the first place. The deception by the drafted player is not made at a conscious level, it's just human nature and it's all about money and power which corrupts our ability to be objective and loyal to two masters. This is why our court system created the defense attorney, and why our military created counter intelligence. Its strategy and its propaganda, and it works, and that's why the "powers to be" manipulate the chess pieces by sometimes changing their colors. Some players know they are being manipulated when their color is changed, but it brings them more money and power so they do not care. The rest have good intentions but do not even realize they are being manipulated. This tactic is also known by another name, Divide and Conquer. In battle sending an imperfect message with an imperfect team is obviously not ideal, but it's still being sent by YOUR team, your union leader, a leader that has common goals and common rewards with you, they are the best, because we have elected them to do a job for us. If you are not backing Moffett but believing the spin by those that have recently switched sides, you are taking food out of your own mouth. Showing unity and backing an imperfect situation still results in taking just as much ground, it's about unity and bargaining power. It's not necessary to wait around for that perfect attack because it will never come, the company will spin and attempt to destroy anyone that gets in their way. Ultimately it's not about any specific attack anyway, ASAP or whatever it makes no difference, it is and always has been only about power. If this company cared about safety it would not build pairings with 8 hour overnights, come on, are you that naive? Besides, do you really think Hoffa cares, no, he got a call from corporate America and was squeezed into denouncing Moffett. If he didn't they would spin the safety card against him and the Teamsters National with implication for truckers, future contracts, insurance rates etc...saying something like the Teamsters use safety as a bargaining chip, blah blah blah... Do you really think any pilot is going to do something unsafe for the contract, absolutely not, the only ones threatening safety here is the company with reduced rest, fatigue, and poverty. Do you not find it odd that Hoffa and the Teamsters are opposing a Teamster president publicly? Would the Teamsters National not normally support and work with one of their own? Why did they not sit down and help him strategize, correct any mistakes, and charge ahead? Would the Teamsters National not normally support and leverage a contract for all those pilots that have been paying Teamster dues, isn't that why we have all been paying Teamster dues in the first place? I sure haven't been paying dues so that the Teamsters National could come along and write this kind of an article undercutting our union leader and our unity. Whose side is the Teamsters National really on, it's obviously not the Republic pilots side.

  4. No matter what Moffatt does the company is going to spin it like he is the terrorist and brainwash people like you into believing it, wake up, back your players that are trying to change things for you and your livelihood. Where has Hoffa been for the last 6 years, except collecting our dues. Seriously, do you really think an FO going for upgrade, signed off by a checkairman ready for the upgrade, who then fails, is not even capable of returning as a First Officer.

  5. whoa!

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