HealthSpring, Inc. Announces Pricing of Secondary Offering of Common Stock

Business Wire, Oct 4, 2006

NASHVILLE, Tenn. -- HealthSpring, Inc. (NYSE:HS) today announced that the public offering of 10,100,000 shares of the Company's Common Stock by certain selling stockholders, including 9,530,433 shares sold by funds affiliated with GTCR Golder Rauner, LLC, has priced at $18.98 per share. This reflects an increase in the size of the offering by 1,100,000 shares over the 9,000,000-share offering filed in the initial registration statement. The GTCR-affiliated investment funds have granted to the underwriters a 30-day option to purchase an additional 1,500,000 shares of common stock. The Company will not receive any proceeds from the sale of the shares in the offering.

Goldman, Sachs & Co., Citigroup Corporate and Investment Banking, and UBS Investment Bank are serving as joint book-running managers for the offering, and Lehman Brothers, Banc of America Securities LLC, CIBC World Markets, Raymond James & Associates, and Avondale Partners are co-managers for the offering.

HealthSpring is one of the largest managed care organizations in the United States whose primary focus is the Medicare Advantage market. The Company currently owns and operates Medicare Advantage and stand-alone Medicare prescription drug plans in Tennessee, Texas, Alabama, Illinois, and Mississippi. In addition, the Company uses its infrastructure and provider networks in Tennessee and Alabama to offer commercial health plans to employer groups.

A written prospectus may be obtained by contacting Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004, Attn: Prospectus Dept. (fax: 212.902.9316) or by e-mail to: prospectus-ny@ny.email.gs.com; from Citigroup Corporate and Investment Banking, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220 (tel: 718.765.6732); or from UBS Securities LLC, Prospectus Department, 299 Park Avenue, New York, NY 10171, or by phone at 888.827.7275.

A registration statement relating to these securities has been declared effective by the U.S. Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state.

Statements contained in this press release that are not historical facts are "forward-looking" statements within the meaning of the federal securities laws. Forward-looking statements, including statements regarding the completion of the proposed public offering and any of the terms thereof, are uncertain and subject to a variety of risks that could cause actual results to differ materially from those expected by the Company. Additional information regarding these and other risks are contained in the Company's registration statement relating to the offering.

(HTSP-G)