Thomas H. Lee Partners completes buy of 1-800 CONTACTS

Thomas H. Lee Partners has completed the acquisition of online contact lens retail business 1-800 CONTACTS from WellPoint. Financial terms were not disclosed. As part of the deal, 1-800 CONTACTS chief executive officer Jonathan Coon is retiring and will be replaced by Brian Bethers.

Press Release

WellPoint (NYSE: WLP) today announced it completed the sale of its online contact lens retail subsidiary 1-800 CONTACTS to private equity firm Thomas H. Lee Partners. The company has also completed the sale of glasses.com and its virtual try-on technology to Luxottica, a leader in the design, manufacture, distribution and sale of fashion, luxury and sports eyewear.

Financial terms of the transaction were not disclosed.

1-800 CONTACTS (“Company”), announced today that the acquisition of the Company from WellPoint, Inc. (NYSE:WLP) by funds affiliated with Thomas H. Lee Partners, L.P. (“THL”), a leading private equity firm with extensive experience in the retail and consumer sectors, has been completed.

“THL has a long history of investing in great growth companies, and we believe that 1-800 CONTACTS has a number of exciting initiatives that will complement its leadership position in its core direct-to-consumer business.”

1-800 CONTACTS also announced today that its founder and Chief Executive Officer, Jonathan Coon, is retiring from his position at the Company, and that current President, Brian Bethers, will succeed him as the Company’s new CEO.

Jeff Swenson, Managing Director at THL, said, “We are excited to partner with Brian Bethers and the 1-800 CONTACTS management team to continue to grow the largest direct-to-consumer retailer of contact lenses with a model built on providing a superior customer experience and the broadest selection of contact lenses available at affordable prices.”

Mr. Coon said, “Ever since we founded this Company 20 years ago, the key to our success has always been our amazing associates who have been relentless in providing world-class service to our customers. Brian is a tremendous leader who is committed to our team and customers and will utilize his extensive experience and industry knowledge to further grow this Company in the years ahead.”

“Becoming an independent company again is indeed an exciting day for 1-800 CONTACTS,” said Mr. Bethers. “With our strong customer base, leading distribution network and sourcing capabilities, and dedication to delivering exceptional customer service, we have never been in a better position to thrive and enhance our market leadership.”

Mr. Bethers continued, “On behalf of all of us at 1-800 CONTACTS, I want to thank Jonathan Coon for his vision in founding this Company, his leadership in developing our culture, and his commitment to enhancing our technology platform and tools on which we will continue to build. I am honored to succeed him and I look forward to working with all of our talented employees as well as the team at THL to further grow and expand our market-leading brand.”

Joshua Nelson, Managing Director at THL, said “THL has a long history of investing in great growth companies, and we believe that 1-800 CONTACTS has a number of exciting initiatives that will complement its leadership position in its core direct-to-consumer business.”

Mr. Bethers, 53, was most recently the President of 1-800 Contacts, a role he assumed in 2004. Previously, he had served as the Company’s Chief Financial Officer for one year. Before joining the Company in 2003, Mr. Bethers served as CFO of TAC Worldwide, a privately held technology staffing company in Dedham, Massachusetts. He previously served as CFO of SupplierMarket.com, Inc. and CFO of Host Marriot Services. Mr. Bethers attended Brigham Young University, where he received a Bachelor of Arts degree in Public Policy and a Master’s Degree in Business Administration.

About 1-800 CONTACTS, Inc.

1-800 CONTACTS, Inc. is the largest retailer of contact lenses in the United States, and is dedicated to making it easier for consumers to purchase contact lenses. 1-800 CONTACTS, Inc. offers all of the most popular brands of contact lenses at competitive prices while delivering exceptional customer service. The company has served more than 8 million customers, stocks more than 15 million contact lenses, and delivers more than 200,000 contact lenses every day directly to customers. Through its award-winning website, www.1800contacts.com, and its easy-to-remember, toll-free telephone number “1-800 CONTACTS” (1-800-266-8228), the company ships an industry leading 98 percent of its orders within one business day of receipt and verification of prescriptions.

About Thomas H. Lee Partners

Thomas H. Lee Partners, L.P. (“THL”) is one of the world’s oldest and most experienced private equity firms. The firm invests in growth-oriented global businesses, headquartered principally in North America, across three broad sectors: Consumer & Healthcare, Media & Information Services and Business & Financial Services. THL’s team of investment and operating professionals partner with portfolio company management teams to identify and implement business process improvements that accelerate sustainable revenue and profit growth. Since its founding in 1974, THL has raised approximately $20 billion of equity capital and invested in more than 100 businesses with an aggregate purchase price of more than $150 billion. THL strives to build great companies of lasting value and generate superior investment returns. For more information, please visit www.thl.com.

About WellPoint, Inc.

WellPoint is one of the nation’s leading health benefits companies. We believe that our health connects us all. So we focus on being a valued health partner and delivering quality products and services that give members access to the care they need. With nearly 68 million people served by our affiliated companies including nearly 36 million enrolled in our family of health plans, we can make a real difference to meet the needs of our diverse customers. We’re an independent licensee of the Blue Cross and Blue Shield Association. We serve members as the Blue Cross licensee for California; and as the Blue Cross and Blue Shield licensee for Colorado, Connecticut, Georgia, Indiana, Kentucky, Maine, Missouri (excluding 30 counties in the Kansas City area), Nevada, New Hampshire, New York (as the Blue Cross Blue Shield licensee in 10 New York City metropolitan and surrounding counties and as the Blue Cross or Blue Cross Blue Shield licensee in selected upstate counties only), Ohio, Virginia (excluding the Northern Virginia suburbs of Washington, D.C.), and Wisconsin. In most of these service areas, our plans do business as Anthem Blue Cross, Anthem Blue Cross and Blue Shield, Blue Cross and Blue Shield of Georgia and Empire Blue Cross Blue Shield, or Empire Blue Cross (in the New York service areas). We also serve customers in other states through our Amerigroup and CareMore subsidiaries. To find out more about us, go to wellpoint.com.

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