Last Updated: May 23, 2018
Information on Form A Filings with respect to Superior Vision Insurance Plan of Wisconsin, Inc. ("SVIPW")
This series of Form A statements concerns the publically announced merger of Davis Vision and Superior Vision. After of a series of transactions conducted by Superior Visions' ultimate controlling parent, Wink Holdco, Inc., which is in turn owned by majority shareholder Centerbridge Partners, L.P., the operations of Davis Vision and Superior Vision will be merged. A related party and investor, Highmark, Inc., also received 5.2% of Wink Holdco's outstanding voting securities, subject to regulatory approvals which are expected.
On January 30, 2018, Highmark Health and Highmark, Inc. (collectively, Highmark), filed a Form A Statement with the Wisconsin Office of the Commissioner of Insurance (OCI) in connection with SVIPW. Also on January 30, 2018, various entities of the FFL private equity funds (collectively, FFL) filed a Form A Statement with OCI in connection with SVIPW.
SVIPW is part of the Superior Vision group, indirectly owned by Wink Parent, Inc. Approximately 84.9% of the issued and outstanding voting shares of Wink Parent, Inc., are owned by certain investment funds in the Centerbridge III group of companies (Centerbridge). No person other than Centerbridge owns 10% or more of the issued and outstanding voting securities of Wink Parent, Inc.
Highmark Form A
Last year, as part of Centerbridge's acquisition of the Davis Vision group from a subsidiary of Highmark, Inc., Highmark, Inc., acquired approximately 5.2% of the issued and outstanding voting shares of Wink Parent, Inc.
Subject to receipt of regulatory approvals (including approval from OCI), Highmark will exercise its right under the Wink Parent, Inc., Stockholder Agreement to designate one member to the seven-member board of directors of Wink Parent, Inc. (with the size of such Board of Directors being subject to change, from time to time, pursuant to the Wink Parent, Inc., Stockholder Agreement) (the "Wink Parent Board").
FFL Form A
Last year, in connection with Centerbridge's acquisition of the Davis Vision group from a subsidiary of Highmark, certain FFL investment funds acquired approximately 9.9% of the issued and outstanding voting shares of Wink Parent, Inc.
Subject to receipt of regulatory approvals (including approval from OCI), FFL will increase its stake in Wink Parent, Inc., from approximately 9.9% to approximately 23.1% of the issued and outstanding voting shares of Wink Parent, Inc., and will designate one individual to serve on the Wink Parent Board.
SVIPW is a Wisconsin-domiciled stock insurance company licensed as a limited service health organization. It was incorporated on July 10, 1992, and is licensed only in Wisconsin.
FFL is a San Francisco-based private equity firm primarily focused on investing in U.S. middle market companies. FFL was established in 1997 and since then has raised and managed four groups of private equity partnerships with aggregate capital commitments of $4.8 billion.
Highmark Health, a Pennsylvania nonprofit corporation based in Pittsburgh, Pennsylvania, is the lead company in an integrated healthcare and health insurance delivery and financing system which is the second largest in the nation based on revenue. Highmark, Inc., is a Pennsylvania nonprofit corporation and a direct, wholly-controlled subsidiary of Highmark Health. Highmark, Inc., is an independent licensee of the Blue Cross and Blue Shield Association, an association of independent Blue Cross and Blue Shield companies.
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' Web site at