NASHVILLE -- HealthSpring, Inc. (NYSE:HS) announced today that it has completed its previously announced acquisition of Leon Medical Centers Health Plans, Inc. (“LMC Health Plans”), a Miami, Florida-based Medicare Advantage HMO with over 25,700 members. HealthSpring acquired privately held LMC Health Plans for $355 million in cash at closing and additional consideration of 2,666,667 shares of HealthSpring's common stock to be released from escrow upon completion of certain conditions.

As part of the transaction, HealthSpring has entered into an exclusive long-term provider contract with Leon Medical Centers, Inc., which operates five Medicare-only medical clinics located throughout Miami-Dade County and has a ten-year history of providing exceptional quality of medical care and customer service to the Hispanic Medicare community of South Florida. Services offered in the medical clinics include primary care, specialty-care, dental, vision, radiology, and pharmacy services as well as transportation for members to the clinics. The provider contract also includes a risk-sharing arrangement under which HealthSpring and Leon Medical Centers will share equally in the surplus or deficit of the health plan relative to targeted medical loss ratios, which initially will be set at 80.0%.

The $355 million cash purchase price was financed, in part, with the proceeds of a new $300 million senior secured term loan facility. The term loan facility has a term of five years and bears interest at a spread over a base rate or LIBOR (initially 250 basis points for LIBOR advances), depending on the Company’s leverage ratio. The Company also has entered into a $100 million senior secured revolving credit facility, which is currently undrawn.

HealthSpring also announced that it will provide an online Web simulcast of its third quarter 2007 earnings conference call on Wednesday, October 31, 2007. The Company will release results for the third quarter and nine months ended September 30, 2007, after the close of market trading on Tuesday, October 30. HealthSpring will discuss the expected financial impact of the LMC Health Plans transaction on the Company’s financial results for the fourth quarter of 2007 as part of its third quarter conference call.

The live broadcast of HealthSpring's conference call will begin at 10:00 a.m. Eastern Time on October 31. An online replay will be available approximately two hours following the conclusion of the live broadcast and will continue for 30 days. A link to these events is available at the Company's Website: www.healthspring.com. Investors without online Web access may listen to the conference by calling 913-981-5547 , confirmation number 7704216.

About HealthSpring, Inc.
HealthSpring is one of the largest managed care organizations in the United States whose primary focus is the Medicare Advantage market. In addition to LMC Health Plans, the Company owns and operates Medicare Advantage and stand-alone Medicare prescription drug plans in Tennessee, Texas, Alabama, Illinois, and Mississippi and, effective January 1, 2007, began offering Medicare Part D prescription drug plans on a nationwide basis to persons in all 50 states who are eligible for Medicare. The Company also uses its infrastructure and provider networks in Tennessee and Alabama to offer commercial health plans to employer groups.
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