Last Updated: March 12, 2021
Information on the Acquisition of Control of Gundersen Health Plan, Inc., and Unity Health Plans Insurance Corporation by Iowa Health System d/b/a UnityPoint Health and Physicians Plus Insurance Corporation by University Health Care, Inc., and Gundersen Lutheran Health System, Inc.
On April 13, 2017, pursuant to ss. Ins 40.02 and 40.025, Wis. Adm. Code, Iowa Health System d/b/a UnityPoint Health (UPH) filed, in part, an application to acquire Gundersen Health Plan, Inc. (GHP), and Unity Health Plans Insurance Corporation (Unity). In the same filing, Gundersen Lutheran Health System, Inc. (GHS), and University Health Care, Inc. (UHC), applied to acquire Physicians Plus Insurance Corporation (PPIC). The Applicants also filed the required Form E, Pre-Acquisition Notification Statement of the Potential Competitive Impact of a Proposed Merger or Acquisition, as an exhibit to the Form A filing.
The pending transaction largely mirrors a 2016 transaction between GHS, a not-for-profit health system located in La Crosse, Wisconsin, and UHC, a not-for-profit entity located in Madison, Wisconsin, and is associated with the University of Wisconsin Hospitals and Clinics Authority (UWHCA) and the University of Wisconsin Medical Foundation (UWMF). The 2016 transaction was completed and approved on May 2, 2016, and April 21, 2016, respectively. As a result of the 2016 transaction, GHS acquired an equity interest in Unity, a for-profit health maintenance organization, and UHC acquired a membership interest in GHP, a not-for-profit health maintenance organization. Further, as a result of the 2016 transaction, GHS and UHC became joint owners of Quartz, a management company previously owned by Unity.
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' Web site at
http://www.naic.org/cis/.
Form A and Exhibits Filed with the Wisconsin OCI:
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Form A - Statement Regarding the Acquisition of Control of Physicians Plus Insurance Corporation by Gundersen Lutheran Health System, Inc., and University Health Care, Inc., and Gundersen Health Plan, Inc., and Unity Health Plans Insurance Corporation by Iowa Health System d/b/a UnityPoint Health
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Cover Letter
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Exhibit A - Exchange Agreement by and between Gundersen Lutheran Health System, Inc., University Health Care, Inc., and Iowa Health System [REDACTED]
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Exhibit B - Interested Parties Agreement by and among Unity Health Plans Insurance Corporation, Physicians Plus Insurance Corporation, Quartz Holding Company, Gundersen Lutheran Health System, Inc., Iowa Health System and University Health Care, Inc.
- Exhibit C - Interested Parties Agreement by and among Physicians Plus Insurance Corporation, Quartz Holding Company, Gundersen Lutheran Health System, Inc., Iowa Health System and University Health Care, Inc.
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Exhibit D - Interested Parties Agreement by and among Quartz Health Solutions, Inc., Quartz Holding Company, Gundersen Lutheran Health System, Inc., Iowa Health System and University Health Care, Inc.
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Exhibit E - Amended and Restated Members Agreement
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Exhibit F - Stockholders Agreement [REDACTED]
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Exhibit G - Stock Transfer Power (Physicians Plus Insurance Corporation)
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Exhibit H - Amended and Restated Management Agreement Between Quartz and Gundersen Health Plan, Inc. [REDACTED]
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Exhibit I - Amended and Restated Management Agreement Between Quartz and Unity Health Plans Insurance Corporation [REDACTED]
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Exhibit J - Management Agreement Between Quartz and Physicians Plus Insurance Corporation [REDACTED]
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Exhibit K - Employee Lease Agreement between Quartz Health Solutions, Inc., and Physicians Plus Insurance Corporation
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Exhibit L - Amended and Restated Bylaws of Gundersen Health Plan, Inc.
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Exhibit M - Amended and Restated Bylaws of Unity Health Plans Insurance Corporation
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Exhibit N - Amended and Restated Bylaws of Physicians Plus Insurance Corporation
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Exhibit 0 - Amended and Restated Bylaws of Quartz Health Solutions, Inc.
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Exhibit Q - Gundersen Health System Organizational Chart February 28, 2017
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Exhibit R - University Health Care, Inc., Organizational Chart
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Exhibit S - UnityPoint Health Organizational Structure
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Exhibit T - Pre- and Post-Transaction Structure Charts
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Exhibit U - Board of Directors and Corporate Officers of University Health Care, Inc.
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Exhibit V - Trustees and Officers of Gundersen Lutheran Health System, Inc.
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Exhibit W - 2017 Board of Directors of Unity Point Health and Corporate Officer List of Iowa Health System d/b/a UnityPoint Health
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Exhibit X - Proposed Board of Directors and Corporate Officers of Gundersen Health Plan, Inc.
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Exhibit Y - Proposed Board of Directors and Corporate Officers for Unity Health Plans Insurance Corporation, Physicians Plus Insurance Corporation, Quartz Health Solutions, Inc., and Quartz Holding Company
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Exhibit CC - Statement Regarding Annual Statements of Gundersen Health Plan, Inc.
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Exhibit DD - Statement Regarding Annual Statements of Unity Health Plans Insurance Corporation
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Exhibit EE - Statement Regarding Annual Statements of Physicians Plus Insurance Corporation
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Exhibit HH - Secretary's Certified Copy of Resolution for University Health Care, Inc.
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Exhibit II - Resolutions of the Board of Trustees of Gundersen Lutheran Health System, Inc.
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Exhibit JJ - Secretary's Certificate of Iowa Health System d/b/a UnityPoint Health
Notice of Hearing
Decision Documents