Based in Nashville, Tennessee, NewQuest is a rapidly growing managed care organization that operates both commercial and Medicare Advantage plans through comprehensive provider networks. GTCR's investment in NewQuest will help facilitate the company's expansion efforts in current markets as well as in new markets including Illinois and Mississippi.

"This is an outstanding investment opportunity for GTCR. We see significant growth potential in the Medicare Advantage marketplace, and we are extremely enthusiastic about partnering with such an exceptional management team, led by CEO Herb Fritch and COO Jeff Rothenberger. This investment is a perfect example of our strategy of backing proven management teams in highly attractive industries," said GTCR Principal Joe Nolan.

"NewQuest's focus on providing high quality, cost effective healthcare to its members has allowed the company to become a clear industry leader. We look forward to working closely with management as they continue to grow the business aggressively," added Pete Stavros, Vice President of GTCR.

Herb Fritch, CEO of NewQuest, commented, "GTCR's investment is a major vote of confidence in our company and its management team. With this important partnership in place, we look forward to continuing to capitalize on the many opportunities we see in the managed care industry."

Brentwood Capital Advisors LLC acted as exclusive financial advisor to NewQuest in connection with this transaction.

The transaction is subject to regulatory approval and is expected to close in early 2005.

About NewQuest Health Solutions, LLC

NewQuest is a leading managed care organization that operates commercial and Medicare Advantage health plans through comprehensive provider networks. Founded by insurance industry veteran Herbert Fritch, NewQuest has grown its Medicare and commercial membership to well over 100,000 lives in less than four years. Over the next year, NewQuest plans to expand its presence significantly in its existing states of Texas, Tennessee and Alabama, and will also be expanding into Illinois and Mississippi. For more information, visit www.myhealthspring.com.

About GTCR Golder Rauner, LLC

Founded in 1980, GTCR Golder Rauner, LLC is a leading private equity investment firm and long-term strategic partner for outstanding management teams. The Chicago-based firm pioneered the investment strategy of identifying and partnering with exceptional executives to build leading companies through a combination of acquisitions and internal growth. GTCR currently manages more than $6 billion of equity capital invested in a wide range of companies and industries. For more information, visit www.gtcr.com.

About Brentwood Capital Advisors LLC

Brentwood Capital Advisors LLC, founded in 1999, is a privately held investment bank headquartered in Brentwood, Tennessee providing mergers and acquisition and capital raising advice to middle market healthcare and business services companies. More information about Brentwood Capital Advisors can be found at www.brentwoodcap.com.