Acquisition of Control of Health Tradition Health Plan by WEA Insurance Trust

​Last Updated: August 21, 2018

Information on the Proposed Acquisition of Control of Health Tradition Health Plan by WEA Insurance Trust

On June 25, 2018, WEA Insurance Corporation (WEA) filed a Form A Statement (the Form A Statement) with the Wisconsin Office of the Commissioner of Insurance in connection with its proposed acquisition of Health Tradition Health Plan (HTHP).

On the terms and subject to the conditions set forth in a Stock Purchase Agreement, dated May 14, 2018, WEA will acquire HTHP through the purchase of all of the issued and outstanding capital stock of HTHP from Mayo Holding Company.

WEA is a Wisconsin-domiciled stock insurance company owned by WEA Trust. Together, WEA and WEA Trust provide group health insurance and administrative services to public employers throughout Wisconsin.

HTHP is a for-profit group model health maintenance organization (HMO) insurer. HTHP was incorporated in 1986, and commenced business that same year. HTHP is a wholly-owned subsidiary of Mayo Holding Company, which is in turn, owned by Mayo Clinic.

Notations on Accessing Information

Financial Information concerning individual insurance companies, including key annual statement pages, may be accessed on the Consumers Information Source section of the National Association of Insurance Commissioners' website at www.naic.org/cis.

Form A and Exhibits Filed with Wisconsin OCI:

• Email to Richard B. Wicka, OCI’s Deputy Chief Legal Counsel, from William J. Toman, Quarles & Brady LLP, dated March 28, 2018, requesting a determination concerning the applicability of the Form E filing requirement
• Email to William J. Toman, Quarles & Brady LLP, from Richard B. Wicka, OCI’s Deputy Chief Legal Counsel, dated March 28, 2018, confirming that no Form E is necessary for this transaction
• Email to Michael A. Mancusi-Ungaro, OCI, from William J. Toman, Quarles & Brady LLP, dated April 23, 2018
• Cover letter to Michael A. Mancusi-Ungaro, OCI, from William J. Toman, Quarles & Brady LLP, dated April 23, 2018, transmitting biographical affidavits

• Biographical affidavit of Michael I. Quist, Chief Financial Officer and Treasurer of WEA Insurance Corporation [CONFIDENTIAL]

• Biographical affidavit of Barbara J. Ruegsegger, Assistant Secretary of WEA Insurance Corporation [CONFIDENTIAL]

• Biographical affidavit of Vaughn L. Vance, Vice President, General Counsel, and Corporate Secretary of WEA Insurance Corporation [CONFIDENTIAL]

• Biographical affidavit of Dawn M. Witek, Controller and Assistant Treasurer of WEA Insurance Corporation [CONFIDENTIAL]

• Email to Richard Hinkel, OCI, from Jeremy J. Wadajo, Quarles & Brady LLP, dated June 7, 2018, conveying an electronic copy of WEA Insurance Corporation’s notice of the formation of a new subsidiary, NeuGen LLC
• Letter to Richard A. Hinkel, OCI, from Jeremy J. Wadajo, Quarles & Brady LLP, dated June 7, 2018, conveying WEA Insurance Corporation’s notice of the formation of a new subsidiary, NeuGen LLC
• Cover letter to Michael Mancusi-Ungaro, OCI, from Willliam J. Toman, Quarles & Brady LLP, dated June 25, 2018, conveying the Form A and asserting that the disclosure schedules in Appendix 1 and the proposed Health Tradition Health Plan business plan in Appendix 2 are proprietary and confidential
• Form A, Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer, Health Tradition Health Plan, by WEA Insurance Corporation
• Email to Michael Mancusi-Ungaro, OCI, from Willliam J. Toman, Quarles & Brady LLP, dated June 25, 2018, conveying proprietary and confidential appendices 1 and 2

• Appendix 1 – Disclosure Schedules delivered pursuant to the Stock Purchase agreement by and between Mayo Holding Company and WEA Insurance Corporation [CONFIDENTIAL]

• Appendix 2 – Proposed Health Tradition Health Plan business plan [CONFIDENTIAL]

• Email to Michael Mancusi-Ungaro, OCI, from Willliam J. Toman, Quarles & Brady LLP, dated June 27, 2018, conveying a cover letter and the First Amendment to the Stock Purchase Agreement by and between WEA Insurance Corporation, as Buyer, and Mayo Holding Company, as Seller, dated as of May 14, 2018
• Cover letter to Michael Mancusi-Ungaro, OCI, from Willliam J. Toman, Quarles & Brady LLP, dated June 27, 2018
• First Amendment to the Stock Purchase Agreement by and between WEA Insurance Corporation, as Buyer, and Mayo Holding Company, as Seller, dated as of May 14, 2018
• Email to Michael Mancusi-Ungaro, OCI, from Willliam J. Toman, Quarles & Brady LLP, dated July 19, 2018, conveying a cover letter, proposed Articles of Incorporation for Health Tradition Health Plan, Inc.; proposed Bylaws of Health Tradition Health Plan, Inc.; proposed Service Agreement whereby WEA Insurance Corporation will administer Health Tradition Health Plan, Inc.; and proprietary and confidential information redacted from the proposed Service Agreement whereby WEA Insurance Corporation will administer Health Tradition Health Plan, Inc.
• Letter to Michael Mancusi-Ungaro, OCI, from Willliam J. Toman, Quarles & Brady LLP, dated July 19, 2018
• Proposed Articles of Incorporation for Health Tradition Health Plan, Inc.
• Proposed Bylaws of Health Tradition Health Plan, Inc.
• Proposed Service Agreement whereby WEA Insurance Corporation will administer Health Tradition Health Plan, Inc.

• Proprietary and confidential information redacted from the proposed Service Agreement whereby WEA Insurance Corporation will administer Health Tradition Health Plan, Inc. [CONFIDENTIAL]

• Email to Michael Mancusi-Ungaro, OCI, from Willliam J. Toman, Quarles & Brady LLP, dated July 24, 2018, conveying a (i) transaction summary for OCI’s website; and (ii) the list of anticipated attendees for the hearing
• Transaction summary for OCI's website
• List of anticipated attendees for the hearing
• Email to Michael Mancusi-Ungaro, OCI, from Willliam J. Toman, Quarles & Brady LLP, dated July 27, 2018
• Cover letter
• Appendix 6 to the Form A, which is the post-closing organization chart of the holding company system that Health Tradition Health Plan, Inc. would be joining

 Hearing Documents:

• Notice of Hearing dated July 30, 2018

OCI Recommendation:

• Recommendation memo by Michael Mancusi-Ungaro, OCI, dated August 2, 2018

Proposed Decision:

• Proposed Decision dated August 16, 2018

Final Decision:

• Final Decision dated August 16, 2018