OCI > Proposed Acquisition of Control of Superior Vision Insurance Plan of Wisconsin, Inc.

Proposed Acquisition of Control of Superior Vision Insurance Plan of Wisconsin, Inc.

Last Updated: December 18, 2020

Information on the Proposed Acquisition of Control of Superior Vision Insurance Plan of Wisconsin, Inc. by MetLife, Inc.

MetLife, Inc. filed a Form A, “Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer," dated September 29, 2020, whereby it proposed to acquire all of the common capital stock, and thereby full ownership, of Superior Vision Insurance Plan of Wisconsin, Inc. This document was received by the Office of the Commissioner of Insurance (hereinafter also, "OCI") on September 30, 2020. MetLife, Inc. is a publicly-traded stock holding company domiciled in Delaware. MetLife, Inc. is the ultimate controlling person of the Metropolitan Group.

Under the terms of an Agreement and Plan of Merger dated as of September 16, 2020, made by and between Versant Health, Inc., MetLife, Inc., Veranda Merger Sub Inc., and CenterBridge Advisors Fund II, LLC, MetLife, Inc. will acquire 100% of Versant Health, Inc. in a reverse subsidiary merger transaction pursuant to Delaware law. Under the reverse subsidiary merger transaction, Veranda Merger Sub Inc. shall merge with and into Versant Health, Inc. and Versant Health, Inc. shall become a wholly-owned subsidiary of MetLife, Inc. In this way, MetLife, Inc. would become the ultimate controlling person of Versant Health, Inc. and all of its subsidiaries, including Superior Vision Insurance Plan of Wisconsin, Inc.

Filing by MetLife, Inc. dated September 29, 2020

Form A Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer

Exhibit A-1: Redacted Agreement and Plan of Merger

Exhibit A-2: Unredacted Agreement and Plan of Merger [CONFIDENTIAL]

Exhibit B-1: Pre-Closing Organizational Chart of the Applicant and its Affiliates

Exhibit B-2: Post-Closing Organizational Chart of the Applicant and its Affiliates

Exhibit C: List of the Directors and Executive Officers of the Applicant

Exhibit D: NAIC Biographical Affidavits [CONFIDENTIAL]

Exhibit E: Three-Year Financial Projections for the Domestic Insurer [CONFIDENTIAL]

Exhibit F: List of the Proposed Post-Closing Directors of the Domestic Insurer

Exhibit G-1: Applicant's Annual Reports on Form 10-K for the Fiscal Year Ended December 31 of each of 2015, 2016, 2017, 2018 and 2019 (includes audited financial statements)

Exhibit G-2: Applicant's Quarterly Reports on Form 10-Q for the Quarterly Periods Ended March 31, 2020 and June 30, 2020

Exhibit H: Applicant's Annual Reports to Shareholders for each of 2019 and 2018

Exhibit I: Competitive Impact Statement

Exhibit J: Consent to Jurisdiction Statement

Correspondence

Wisconsin Disclaimer of Control Filing by and on behalf of MetLife Policyholder Trust and Wilmington Trust Company, as Trustee for MetLife Policyholder Trust dated October 6, 2020, with the following exhibits:

Draft Form D, “Prior Notice of a Transaction", filed with the Office of the Commissioner of Insurance, State of Wisconsin, by and on behalf of Superior Vision Insurance Plan of Wisconsin, Inc., dated October 8, 2020, concerning the Agreement to Apportion Consolidated Federal Income Tax Liability and Benefits of Consolidated Returns dated June 24, 1986, as amended, March 10, 2010, among MetLife, Inc. and its subsidiaries

Exhibit A to the Draft Form D – Agreement to Apportion Consolidated Federal Income Tax Liability and Benefits of Consolidated Returns dated June 24, 1986, as amended, March 10, 2010, among MetLife, Inc. and its subsidiaries [CONFIDENTIAL]

Draft Form D, “Prior Notice of a Transaction", filed with the Office of the Commissioner of Insurance, State of Wisconsin, by and on behalf of Superior Vision Insurance Plan of Wisconsin, Inc., dated October 8, 2020, concerning the Member Services and Facilities Agreement, as yet undated, between MetLife Services and Solutions, LLC and Superior Vision Insurance Plan of Wisconsin, Inc.

Exhibit A to the Draft Form D – Member Services and Facilities Agreement, as yet undated, between MetLife Services and Solutions, LLC and Superior Vision Insurance Plan of Wisconsin, Inc. [CONFIDENTIAL]