Proposed Acquisition Of Quartz Health Plan Corporation by Advocate Aurora Health, Inc., and Aurora Health Care, Inc.

​​​​Last Updated: March 17, 2021

​Information on the Acquisition of Control of Quartz Health Plan Corporation by Advocate Aurora Health, Inc., and Aurora Health Care, Inc.  

On May 1, 2020, Advocate Aurora Health, Inc. (AAH) and its subsidiary Aurora Health Care, Inc. (AHC) (together the Applicants) filed a "Statement Regarding the Acquisition of Control or Merger with a Domestic Insurer" (the Form A), to acquire control of Quartz Health Plan Corporation (Quartz).  The Applicants intend to acquire control of Quartz as a result of AHC becoming a member of Quartz, pursuant to an Exchange Agreement.  Under the Exchange Agreement, the Applicants intend for AHC to make a contribution to Quartz in exchange for 15% of the Class A Membership Rights of Quartz.  According to the Form A, the Exchange Agreement contains certain material terms; including the contemplation of three phases of increasing investment by AHC.  This Form A, only addresses the first phase of investment and subsequent phases of investment will be subject to additional Form A filing requirements.

The Applicant filed the following documents with the OCI:

• Cover Letter  (Letter re Form A Filing dated May 1, 2020)

• Form A

• Exhibit 1-A:  Exchange Agreement with Exhibits [REDACTED, PENDING REVIEW]

• Exhibit 1-B:  Post Closing Organizational Chart of QHPC

• Exhibit 2(c):  Organizational Chart of Applicants

• Exhibit 12-A:  2019 AAH Audited Financial Statements

• Exhibit 12-B:  2018 AAH Audited Financial Statements

• Exhibit 12-C:  2015 AHC Audited Financial Statements

• Exhibit 12-C:  2016 AHC Audited Financial Statements

• Exhibit 12-C:  2017 AHC Audited Financial Statements

• Exhibit 12-D:  Three-year Financial Projections for QHPC [CONFIDENTIAL]

• Biographical Affidavits were filed by Advocate Aurora Health, Inc., and Aurora Health Care, Inc., as follows:

• Biographical Affidavit for David Boyd Anderson, Director [CONFIDENTIAL]

• Biographical Affidavit for Joanne Beth Bauer, Director [CONFIDENTIAL]

• Biographical Affidavit for Thomas Michael Bolger, Director [CONFIDENTIAL]

• Biographical Affidavit for Lynn Crump-Caine, Director [CONFIDENTIAL]

• Biographical Affidavit for John W. Daniels, Jr., Chairperson [CONFIDENTIAL]

• Biographical Affidavit for Joanne Marilyn Disch, Director [CONFIDENTIAL]

• Biographical Affidavit for James William Doheny, Senior Vice President and Corporate Controller [CONFIDENTIAL]

• Biographical Affidavit for Marcia Elaine Facey Drame, Director [CONFIDENTIAL]

• Biographical Affidavit for Robert Clarence Figueroa, Director [CONFIDENTIAL]

• Biographical Affidavit for Nannette Marie Gardetto, Director [CONFIDENTIAL]

• Biographical Affidavit for Michael Mullan Grebe, Director [CONFIDENTIAL]

• Biographical Affidavit for Mark Mayo Harris, Director [CONFIDENTIAL]

• Biographical Affidavit for Charles Anthony Harvey, Director [CONFIDENTIAL]

• Biographical Affidavit for Steven Edward Huser, Assistant Treasurer and Senior Vice President for Treasury Services [CONFIDENTIAL]

• Biographical Affidavit for Kenneth Richard Jakle, Director [CONFIDENTIAL]

• Biographical Affidavit for Michael Kerns, Assistant Secretary [CONFIDENTIAL]

• Biographical Affidavit for Janet Kreicj, Director [CONFIDENTIAL]

• Biographical Affidavit for Michael Howard Lappin, Secretary [CONFIDENTIAL]

• Biographical Affidavit for Leslie Kate Lenzo, Senior Vice President, Investments and Assistant Treasurer [CONFIDENTIAL]

• Biographical Affidavit for Michael Lee Morgan, Director [CONFIDENTIAL]

• Biographical Affidavit for Dominic James Nakis, Treasurer and Chief Financial Officer [CONFIDENTIAL]
  

• Biographical Affidavit for John Frederick Timmer, Director [CONFIDENTIAL]

• Email from Steve Junior, OCI, to Morgan J. Tilleman, Foley & Lardner LLP, dated June 28, 2020, requesting certain documents in furtherance of the review of the Form A

• Email to Steve Junior, OCI, from Lisa M. Gingerich, Michael Best & Friedrich LLP, dated July 1, 2020, conveying the following documents: [REDACTED]

• Quartz's Disclosure Schedules to the Exchange Agreement dated May 1, 2020 [REDACTED VERSION]

• 2015 Exchange Agreement by and between Gundersen Lutheran Health System, Inc. and University Health Care, Inc. [REDACTED VERSION]

• 2015 Exchange Agreement by and between Gundersen Lutheran Health System, Inc., and University Health Care, Inc. [UNREDACTED VERSION - CONFIDENTIAL]

• 2017 Exchange Agreement by and between Gundersen Lutheran Health System, Inc., University Health Care, Inc., and Iowa Health System [REDACTED VERSION]

• 2017 Exchange Agreement by and between Gundersen Lutheran Health System, Inc., University Health Care, Inc., and Iowa Health System [UNREDACTED VERSION - CONFIDENTIAL]

• 2017 QHC Stockholders Agreement (also attached as Exhibit K to the 2017 Exchange Agreement [REDACTED VERSION]

• 2017 QHC Stockholders Agreement (also attached as Exhibit K to the 2017 Exchange Agreement) [UNREDACTED VERSION - CONFIDENTIAL]

• Email from Janie Riebe to OCI Company Licensing electronic mailbox dated July 1, 2020

• Email from Steve Junior, OCI, to Janie Riebe dated July 2, 2020

• Email from Morgan J. Tilleman, Foley & Lardner LLP, to Steve Junior, OCI, dated July 6, 2020, with the following attachments:

• Letter from Morgan J. Tilleman, Foley & Lardner LLP, to Steve Junior, OCI, dated July 6, 2020, concerning supplemental responses and filing of confidential information

• Exhibit 1:  Aurora Health Care, Inc. Disclosure Schedules [UNREDACTED - CONFIDENTIAL]

• Exhibit 3:  Implementation Agreement effective January 15, 2020, made by and between Advocate Aurora Health, Inc., and Quartz Health Solutions, Inc. [UNREDACTED - CONFIDENTIAL]

• Exhibit 3:  Implementation Agreement effective January 15, 2020, made by and between Advocate Aurora Health, Inc., and Quartz Health Solutions, Inc. [REDACTED]

• Exhibit 4:  Risk Based Capital Agreement entered into January 15, 2020, by and between Aurora Health Care, Inc., and Quartz Health Plan Corporation [UNREDACTED - CONFIDENTIAL]

• Exhibit 4:  Risk Based Capital Agreement entered into January 15, 2020, by and between Aurora Health Care, Inc., and Quartz Health Plan Corporation [REDACTED]

• Exhibit 5:  Confidentiality, Nondisclosure Agreement made and entered into March 12, 2019, by and between Quartz Health Solutions, Inc., and Advocate Aurora Health, Inc. [UNREDACTED - CONFIDENTIAL]

• Exhibit 9:  Participating Provider Agreement first effective on January 1, 2020, by and between Quartz Health Solutions, Inc., and Aurora Health Care, Inc., on behalf of itself and its controlled affiliates [CONFIDENTIAL]

• Exhibit 10:  Forecast for Additional Medicare Advantage Enrollees [CONFIDENTIAL]

• Exhibit 11:  Future Plans for Wisconsin Collaborative Insurance Company [CONFIDENTIAL]

• Email from Janie Riebe to Steve Junior, OCI, dated July 10, 2020

• Email from Lisa M. Gingerich, Michael Best & Friedrich LLP, to Steve Junior, OCI, dated July 23, 2020, with the following attachment:

• Quartz Market Data for Eastern Wisconsin

• Email from Lisa M. Gingerich, Michael Best & Friedrich LLP, to Steve Junior, OCI, dated July 27, 2020, with the following attachment:

• Quartz Health Plan Corporation Service Area Expansion/Specified Providers [CONFIDENTIAL]

• Email from Steve Junior, OCI, to Morgan J. Tilleman, Foley & Lardner LLP, and Lisa M. Gingerich, Michael Best & Friedrich LLP, dated September 21, 2020, with the following attachments:

• Case Recommendation Memorandum for Case No. 20-C437222 [CONFIDENTIAL]

• Draft List of Exhibits for Case No. 20-C437222

• Form of Waiver by Advocate Aurora Health, Inc. and Aurora Health Care, Inc. in the event that they would like expedited entry of a Final Decision in accordance with the Proposed Decision

• Form of Waiver for University Health Care, Inc., Gundersen Health System, Inc., Iowa Health System, and Quartz Health Plan Corporation in the event that they would like expedited entry of a Final Decision in accordance with the Proposed Decision

• Email from Morgan J. Tilleman, Foley & Lardner LLP, to Steve Junior, OCI, dated September 25, 2020, with comments on draft hearing documents sent to him by Steve Junior on September 21, 2020

• Email from Lisa M. Gingerich, Michael Best & Friedrich LLP, to Steve Junior, OCI, dated September 25, 2020, concerning comments on draft hearing documents sent to her by Steve Junior on September 21, 2020, with the following attachment:

• Revised Form of Waiver for University Health Care, Inc., Gundersen Health System, Inc., Iowa Health System, and Quartz Health Plan Corporation in the event that they would like expedited entry of a Final Decision in accordance with the Proposed Decision

• Email from Morgan J. Tilleman, Foley & Lardner LLP, to Steve Junior, OCI, dated October 2, 2020, with comments on draft Case Recommendation Memorandum for Case No. 20-C43722 sent to him by Steve Junior on September 21, 2020.  The attachment with the edited draft is [CONFIDENTIAL]

• Email from Morgan J. Tilleman, Foley & Lardner LLP, to Steve Junior, OCI, dated October 7, 2020, with further comments on draft Case Recommendation Memorandum for Case No. 20-C43722 sent to him by Steve Junior on September 21, 2020.  The attachment with the edited draft is [CONFIDENTIAL]

Hearing Documents

• Cover Letter for Notice of Hearing

• Notice of Hearing - Case No. 20-C43722

• Case Recommendation Memorandum in the Matter of the Acquisition of Control of Quartz Health Plan Corporation by Advocate Aurora Health, Inc. and Aurora Health Care, Inc. (Case No. 20-C43722)

• Final List of Hearing Exhibits

• Stipulation and Order in the Matter of the Acquisition of Control of Quartz Health Plan Corporation by Advocate Aurora Health, Inc. and Aurora Heath Care, Inc. (Case No. 20-C43722) [CONFIDENTIAL]

Decision Documents

• Cover Letter for Proposed Decision

• Proposed Decision

• Cover Letter for Final Decision

• Final Decision