Proposed Acquisition of Control of Aspirus Arise Health Plan of Wisconsin

Last Updated: April 9, 2019

​In the Matter of the Acquisition of Control of Aspirus Arise Health Plan of Wisconsin, by Aspirus, Inc.

On January 2, 2019, Aspirus, Inc. (Aspirus), a non-stock Wisconsin corporation, submitted a Form A statement for its acquisition of control of Aspirus Arise Health Plan of Wisconsin (AAHPWI). AAHPWI is a wholly-owned subsidiary of Arise Health Ventures, Inc. (AHV). AHV is currently owned 50% by Aspirus and 50% by Wisconsin Physicians Service Insurance Corporation (WPS). Through a stock transfer from WPS, Aspirus intends to acquire 100% control of AHV. 

AAHPWI is a health maintenance organization in north central Wisconsin.


1. Form A Statement – Confidential in Part

2. Exhibit A - Stock Transfer Agreement (“STA") and Exhibits [CONFIDENTIAL]

  • Ex. A to STA
    • Amended and Restated Administrative and Management Service Agreement (12/31/2018)
    • 2020 SOW (01/01/2020)
    • 2017 SOW and Amendments (01/26/2017)
      • Amendment 1 to SOW (02/06/2017)
      • Amendment 2 to SOW (01/02/2018)
      • Amendment 3 to SOW (12/31/2018)
      • Addendum to SOW – Aspirus Plan (05/31/2017)
      • Addendum to SOW – Wausau Tile Plan (06/02/2018) Ex. B to STA
    • Trademark License Agreement (05/10/2016)
    • First Amendment to Trademark License Agreement Ex. C to STA
    • AHV Adverse Selection Mitigation Agreement (12/20/2016) [CONFIDENTIAL]
    • Amendment to Adverse Selection Mitigation Agreement [CONFIDENTIAL]  

3. Exhibit B - Organizational Documents

4. Exhibit C – Aspirus Ownership Chart

5. Exhibit D – Financial Information of Aspirus and AAHPWI [CONFIDENTIAL]

  • D1. Aspirus Previous Five (5) Fiscal Years Financial Statements [CONFIDENTIAL]
    • 2014 Aspirus Consolidated Financial Statements
    • 2015 Aspirus Consolidated Financial Statements
    • 2016 Aspirus Consolidated Financial Statements
    • 2017 Aspirus Consolidated Financial Statements
    • 2018 Aspirus Consolidated Financial Statements
  • D2. 2017 AAHPWI's Financial Statements [CONFIDENTIAL]
  • D3. Financial Projections of AAHPWI [CONFIDENTIAL] 
  • D4. AHV's Financial Statements [CONFIDENTIAL]

6. Exhibit E – Employment, Consultation, and Management Agreements concerning AAHPWI [CONFIDENTIAL]

  • Administrative and Management Service Agreements (AMSA):
    • E1. Amended and Restated AMSA – WPS and AHV (12/31/2018) [Attached as Ex. A to the Stock Transfer Agreement, in OCI Form A's Exhibit A]
    • E2. AMSA – WPS and AHV (03/31/2016)
    • E3. Amendment 1 to AMSA –Aspirus and AHV (02/21/2017)
    • E4. AMSA –Aspirus and AHV (12/22/2016)
  • Statement of Work Agreements (SOW): [All SOW agreements are attached as Ex. A to the Stock Transfer Agreement, in OCI Form A's Exhibit A]
    • E5. Amendment 3 to the SOW – WPS and AHV (12/31/2018)
    • E6. 2020 Statement of Work – WPS and AHV (Effective 01/01/2020)
    • E7. Amendment 2 to the SOW – WPS and AHV (01/02/2018);
    • Amendment 1 to the SOW – WPS and AHV 02/06/2017)
    • E8. 2017 SOW - WPS and AHV

(01/26/2017)

  • Delegation of Quality Management Agreements:
    • E9. Delegation of Quality Management and Improvement and Member Connections Agreement – Aspirus (11/17/2016)
    • E10. Delegation of Quality Management and Improvement, Network Management, Utilization Management, Member's Rights and Responsibilities, and Member Connections Agreement – WPS (11/30/2016)
    • E11. Amendment 1 to Delegation of Quality Management and Improvement, and Member Connections Agreement – Aspirus and AHV (01/06/2017)
    • E12. Amendment 1 to Delegation of Quality Management and Improvement, Utilization Management, Member's Rights and Responsibilities, and Member Connections Agreement – WPS and AHV (01/06/2017)
    • E13. Investment Agreement [CONFIDENTIAL]
    • E14. Confidentiality Agreement – B Davis Adverse Selection Mitigation Agreements: [All Adverse Selection Mitigation agreements are attached as Ex. C to the Stock Transfer Agreement, in OCI Form A's Exhibit A]
    • E15. Amendment Adverse Selection Mitigation Agreement
    • E16. AHV Adverse Selection Mitigation Agreement (12/20/2016)

7. Exhibit F – Budget Presentations [CONFIDENTIAL]

  • F1. 2018 Budget Presentation to AHV Board
  • F2. 2019 Budget Presentation to Aspirus Finance Committee

8. Exhibit G – Biographical Affidavits [CONFIDENTIAL]

9. Exhibit H – AAHPWI's Business Plan and Financial Projections of 2018-2022 [CONFIDENTIAL]

10. Notice of Hearing

11. OCI Recommendation Memorandum – Public

12. Confidential Addendum to OCI Recommendation Memo [CONFIDENTIAL]

13. Waivers of Right to Appeal Signed by Aspirus, Inc.
13(a). Waiver of right to appeal signed by Aspirus Arise Health Plan of Wisconsin, Inc.

14. Preliminary Decision in Case No. 19-C42970

15. Final Decision in Case No. 19-C42970

Correspondence

16. 2018.12.21 Email from Amanda Leipold to Michael Mancusi-Ungaro

  • “AHV Business Plan Confidential"

17. 2018.12.21 Email from Amanda Leipold to Michael Mancusi-Ungaro

  •  “WPS / AAHP Dual Choice Arrangement" – [CONFIDENTIAL]

18. 2019.01.11 Email from Syed T. Madani to Michael Mancusi-Ungaro

19. 2019.01.29 Email from Amanda Leipold to Michael Mancusi-Ungaro

20. 2019.02.18 Email from Lisa Gingerich to Michael Mancusi-Ungaro

21. 2019.02.20 Email from Lisa Gingerich to Michael Mancusi-Ungaro

Order

Order 19-C42991