Mergers of Care Wisconsin First, Inc. with and into My Choice Family Care, Inc., and of Trilogy Health Insurance, Inc. with and into Care Wisconsin Health Plan, Inc.

Last Updated: December 23, 2019

Proposed mergers of Care Wisconsin First, Inc. with and into My Choice Family Care, Inc., and of Trilogy Health Insurance, Inc. with and into Care Wisconsin Health Plan, Inc. (Case No. 19-C43349)

On November 1, 2019, My Choice Family Care, Inc., a Wisconsin-domiciled care management organization, filed a Form A “Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer" dated October 31, 2019. The Form A proposes that Care Wisconsin First, Inc., a Wisconsin-domiciled care management organization, will merge with and into My Choice Family Care, Inc. Immediately thereafter, it is proposed that Trilogy Health Insurance, Inc., a wholly owned subsidiary of My Choice Family Care, Inc. that is a Wisconsin-domiciled health maintenance organization, will merge with and into, Care Wisconsin Health Plan, Inc., a wholly-owned subsidiary of Care Wisconsin First, Inc. that is a Wisconsin-domiciled health maintenance organization.

The Wisconsin Office of the Commissioner of Insurance, in consultation with the Wisconsin Department of Health Services, reviewed the mergers that are the subject of this transaction.

Please direct any questions or comments concerning the legal aspects of this filing to the Bureau of Financial Analysis and Examinations at (608) 261-8562 or email ocicwmcfcmerger@wisconsin.gov. Questions on services and supports as a result of this merger should be directed to the member's Care Manager. If questions remain after talking with the Care Manager, please contact the Wisconsin Department of Health Services, Division of Medicaid Services at (608) 267-7286 or email dhsfcwebmail@wisconsin.gov.

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 http://www.naic.org/cis/.

Form A and Exhibits Filed with the Wisconsin OCI on November 1, 2019

• Cover Letter to The Honorable Mark Afable, Commissioner of Insurance, from Lisa M. Gingerich, Michael Best & Friedrich LLP, dated October 31, 2019
• Form A – Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer by My Choice Family Care, Inc., dated October 31, 2019
• Exhibit A – Merger Agreement dated October 31, 2019 by and among My Choice Family Care, Inc., Trilogy Health Insurance, Inc., Care Wisconsin First, Inc., and Care Wisconsin Health Plan, Inc.
• Exhibit 1 to Merger Agreement – Form of Articles of Merger to be made pursuant to §181.1105 of the Wisconsin Statutes by and between My Choice Family Care, Inc., as the Surviving Corporation and Care Wisconsin First, Inc., as the Merging Corporation and the Plan of Merger for Care Wisconsin First, Inc. with and into My Choice Family Care, Inc.
• Exhibit 2 to Merger Agreement – Proposed Amended and Restated Articles of Incorporation of My Choice Family Care, Inc.
• Exhibit 3 to Merger Agreement – Proposed Second Amended and Restated Bylaws of My Choice Family Care, Inc.
• Exhibit 4 to Form of Articles of Merger are made pursuant to §613.72 of the Wisconsin Statutes by and between Care Wisconsin Health Plan, Inc., as the surviving corporation, and Trilogy Health Insurance, Inc., as the merging corporation
• Exhibit 5 to Merger Agreement – Proposed Second Amended and Restated Articles of Incorporation of Care Wisconsin Health Plan, Inc.
• Exhibit 6 to Merger Agreement – Proposed Third Amended and Restated Bylaws of Care Wisconsin Health Plan, Inc.
• Exhibit 7 to Merger Agreement – Proposed Post-Merger Directors and Officers of My Choice Family Care, Inc.
• Exhibit 8 to Merger Agreement – Proposed Post-Merger Directors and Officers of Care Wisconsin Health Plan, Inc.
• Exhibit 9 to Merger Agreement – Employment Commitments to Certain Employees of Care Wisconsin First, Inc. [CONFIDENTIAL]
• Exhibit B1 – Written Consent Resolutions of the Board of Directors of My Choice Family Care, Inc. as of October 30, 2019
• Exhibit B2 – Written Consent Resolutions of the Board of Directors of Trilogy Health Insurance, Inc. as of October 30, 2019
• Exhibit B3 – Written Consent Resolutions of the Board of Directors of Care Wisconsin First, Inc. as of October 30, 2019
• Exhibit B4 – Written Consent Resolutions of the Board of Directors of Care Wisconsin Health Plan, Inc. as of October 30, 2019
• Exhibit B5 – Articles of Incorporation and Amendments of My Choice Family Care, Inc.
• Exhibit B6 – Bylaws of My Choice Family Care, Inc.
• Exhibit B7 – Articles of Incorporation of Trilogy Health Insurance, Inc.
• Exhibit B8 – Bylaws of Trilogy Health Insurance, Inc.
• Exhibit B9 – Articles of Incorporation and Amendments of Care Wisconsin First, Inc.
• Exhibit B10 – Bylaws of Care Wisconsin First, Inc.
• Exhibit B11 – Articles of Incorporation and Amendments of Care Wisconsin Health Plan, Inc.
• Exhibit B12 – Bylaws of Care Wisconsin Health Plan, Inc.
• Exhibit B13 – Proposed Post-Merger Amended and Restated Articles of Incorporation of My Choice Family Care, Inc.
• Exhibit B14 – Proposed Post-Merger Second Amended and Restated Bylaws of My Choice Family Care, Inc.
• Exhibit B15 – Proposed Post-Merger Second Amended and Restated Articles of Incorporation of Care Wisconsin Health Plan, Inc.
• Exhibit B16 – Proposed Post-Merger Third Amended and Restated Bylaws of Care Wisconsin Health Plan, Inc.
• Exhibit C – Pre-Merger and Post-Merger Holding Company System Chart of My Choice Family Care, Inc.
• Exhibit D1 – Part 1 – Financial projections of Care Wisconsin First, Inc., Care Wisconsin Health Plan, Inc.,  My Choice Family Care, Inc., and Trilogy Health Insurance, Inc. (combined) [CONFIDENTIAL]
• Exhibit D1 – Part 2 – Financial projections of Care Wisconsin Health Plan, Inc. (combined with Trilogy Health Insurance, Inc.) [CONFIDENTIAL]
• Exhibit D2 – Part 1 – 2016 Audited Financial Statements of Care Wisconsin Health Plan, Inc.
• Exhibit D2 – Part 2 – 2017 Audited Financial Statements of Care Wisconsin Health Plan, Inc.
• Exhibit D2 – Part 3 – 2018 Audited Financial Statements of Care Wisconsin Health Plan, Inc.
• Exhibit D2 – Part 4 – Financial Statements of Care Wisconsin Health Plan, Inc. as of August 31, 2019
• Exhibit D3 – Part 1 – 2016 Audited Financial Statements of Care Wisconsin First, Inc. and Care Wisconsin Health Plan, Inc. (combined)
• Exhibit D3 – Part 2 – 2017 Audited Financial Statements of Care Wisconsin First, Inc. and Care Wisconsin Health Plan, Inc. (combined)
• Exhibit D3 – Part 3 – 2018 Audited Financial Statements of Care Wisconsin First, Inc. and Care Wisconsin Health Plan, Inc. (combined)
• Exhibit D3 – Part 4 – Financial Statements of Care Wisconsin First, Inc. as of August 31, 2019
• Exhibit D4 – Financial projections of Trilogy Health Insurance, Inc. [CONFIDENTIAL]
• Exhibit D5 – Part 1 – 2014 Audited Financial Statements of Trilogy Health Insurance, Inc.
• Exhibit D5 – Part 2 – 2015 Audited Financial Statements of Trilogy Health Insurance, Inc.
• Exhibit D5 – Part 3 – 2016 Audited Financial Statements of Trilogy Health Insurance, Inc.
• Exhibit D5 – Part 4 – 2017 Audited Financial Statements of Trilogy Health Insurance, Inc.
• Exhibit D5 – Part 5 – 2018 Audited Financial Statements of Trilogy Health Insurance, Inc.
• Exhibit D5 – Part 6 – Internal Management Financial Statements of Trilogy Health Insurance, Inc. as of September 30, 2019 [CONFIDENTIAL]
• Exhibit D6 – Part 1 – 2016 Audited Financial Statements of My Choice Family Care, Inc.
• Exhibit D6 – Part 2 – 2017 Audited Financial Statements of My Choice Family Care, Inc.
• Exhibit D6 – Part 3 – 2018 Audited Financial Statements of My Choice Family Care, Inc.
• Exhibit D6 – Part 4 – Internal Management Financial Statements of My Choice Family Care, Inc. covering the period from December 31, 2017 through September 30, 2019 [CONFIDENTIAL]
• Exhibit E1 – Administrative Services Agreement between Care Wisconsin First, Inc. and Care Wisconsin Health Plan, Inc., dated June 1, 2005 [REDACTED]
• Exhibit E2 – Health Care Services Agreement between Care Wisconsin First, Inc. and Care Wisconsin Health Plan, Inc., dated June 1, 2005 [REDACTED]
• Exhibit E3 – Master Services Agreement between Care Wisconsin First, Inc. and TriZetto Corporation, dated September 30, 2013; Statement of Work for Hosted Business Services dated September 30, 2013;  Amendment to Master Software License and Services Agreement dated December 20, 2013; Medicaid SSI Amendment to Master Services Agreement dated December 20, 2013; Amendment to Master Software License and Services  Agreement dated April 25, 2018 [CONFIDENTIAL]
• Exhibit E4 – Agreement for Services between Care Wisconsin First, Inc. and Dental Professionals of Wisconsin-Management Services, LLC dated November 1, 2016, including First Amendment to the Agreement for Services between Care Wisconsin First, Inc. and Dental Professionals of Wisconsin-Management Services, LLC dated September 19, 2017 [REDACTED]
• Exhibit E5 – Pharmacy Benefit Management Services Agreement by and between Envision Pharmaceutical Services, LLC and Care Wisconsin First, Inc. dated January 1, 2017 [REDACTED]
• Exhibit E6 – Ancillary Provider Agreement by and between Care Wisconsin Health Plan, Inc. and March Vision Care Corp, Incorporated dated February 1, 2019 [REDACTED]
• Exhibit E7 – Credentialing Delegation Agreement between Dean Health Plan, Inc. and Care Wisconsin First, Inc. dated July 1, 2009; Amendment to the Agreement for Services dated March 1, 2010; and Amendment to Credentialing Agreement dated November 1, 2014 [REDACTED]
• Exhibit E8 – Credentialing Services Agreement by and between Rural Wisconsin Health Cooperative and Care Wisconsin First, Inc. dated July 1, 2016 and Amendment to the Rural Wisconsin Health Cooperative Credentialing Service Agreement dated July 1, 2017 [REDACTED]
• Exhibit E9 – Master Services Agreement between Convey Health Solutions, Inc. and Care Wisconsin First, Inc. dated October 5, 2018; Statement of Work – OTC (Number 1) dated October 5, 2018 [REDACTED]
• Exhibit E10 – SironaHealth, Inc. Service Agreement dated January 17, 2014 and Addendum to SironaHealth, Inc. Service Agreement dated May 15, 2015 [CONFIDENTIAL]
• Exhibit E11 – Master License and Services Agreement by and between Casenet, LLC and Care Wisconsin First, Inc. dated December 18, 2013; Implementation SOW Schedule dated August 11, 2015; Change Order No. 1 to Master License and Services Agreement, Schedule D, Implementation SOW Schedule dated September 24, 2015; Change Order No. 2 to Master License and Services Agreement, Schedule D, Implementation SOW Schedule dated January 5, 2016; Amendment No. 1 to Master License and Services Agreement dated February 16, 2016; Schedule L, Implementation SOW Schedule – CM HCS Partnership dated February 16, 2016; Amendment No. 2 to Master License and Services Agreement dated May 23, 2016; Change Order No. 2 to Master License and Services Agreement, Schedule L, Implementation SOW Schedule dated August 30, 2016 [CONFIDENTIAL]
• Exhibit E12 – Services and Software Licensing Agreement by and between TierMed Systems, LLC (Cotiviti) and Care Wisconsin First, Inc. dated January 15, 2009; Amendment No. 1 to the Master Services Agreement dated January 15, 2012; Amendment No. 2 to the Master Services Agreement dated January 15, 2013; Amendment No. 3 to the Services and Software Licensing Agreement dated January 15, 2014; Amendment No. 4 to the Services and Software Licensing Agreement dated January 15, 2016;  Amendment No. 5 to the Services and Software Licensing Agreement dated January 15, 2016; Amendment No. 6 to the Services and Software Licensing Agreement dated December 18, 2018 [CONFIDENTIAL]
• Exhibit E13 – Master Services Agreement by and between Advent Advisory Group LLC and Care Wisconsin First, Inc. dated October 11, 2013; Amendment to the Master Services Agreement dated November 29, 2016; Schedule C Statement of Work dated November 29, 2016; and Statement of Work NCQA HEDIS Compliance Audit dated October 16, 2018 [REDACTED]
• Exhibit E14 – Letter Agreement: 2019 Medicare CAPS Survey for CMS contract H5209 by and between DataStat and Care Wisconsin dated January 3, 2019 [REDACTED]
• Exhibit E15 – Letter Agreement: 2019 Health Outcomes Survey for CMS contract H5209 by and between DataStat and Care Wisconsin dated January 3, 2019 [REDACTED]
• Exhibit E16 – Strohm Ballweg Letter Agreement with Care Wisconsin Health Plan, Inc. by September 19, 2019. Administrative Services Agreement between Care Wisconsin First, Inc. and Care Wisconsin Health Plan, Inc., dated June 1, 2005 [REDACTED]
• Exhibit E17 – Cirdan Engagement Letter 2020 Actuarial Services dated October 28, 2019 [REDACTED]
• Exhibit E18 – Proposed Employment Commitments for Certain Employees:  Exhibit 9 of the Merger Agreement [CONFIDENTIAL]
• Exhibit E19 – Kevin Park Employment Letter and Amendment dated May 17, 2019 [CONFIDENTIAL]
• Exhibit E20 – Gary Priem Employment Letter and Agreement dated August 13, 2019 [CONFIDENTIAL]
• Exhibit F1 – Biographical Affidavit of Arlyn J. Doehler [CONFIDENTIAL]

• Exhibit F2 – Biographical Affidavit of Betsy Van Heesch [CONFIDENTIAL]

• Exhibit F3 – Biographical Affidavit of James E. Hodson [CONFIDENTIAL]

• Exhibit F4 – Biographical Affidavit of Dr. Kenneth J. Byom [CONFIDENTIAL]

• Exhibit F5 – Biographical Affidavit of Kevin J. Collins [CONFIDENTIAL]

• Exhibit F6 – Biographical Affidavit of Lee M. Seese [CONFIDENTIAL]

• Exhibit F7 – Biographical Affidavit of Lynda Krellwitz [CONFIDENTIAL]

• Exhibit F8 – Biographical Affidavit of Maria E. Ledger [CONFIDENTIAL]

• Exhibit F9 – Biographical Affidavit of Maria I. Rodriguez [CONFIDENTIAL]

• Exhibit F10 – Biographical Affidavit of Michael Mayo, Sr. [CONFIDENTIAL]

• Exhibit F11 – Biographical Affidavit of Thomas N. Orendorff [CONFIDENTIAL]

• Exhibit F12 – Biographical Affidavit of Glenn J. Johnston [CONFIDENTIAL]

• Exhibit F13 – Biographical Affidavit of Kevin C. Park [CONFIDENTIAL]

• Exhibit F14 – Biographical Affidavit of Thomas R. Bergerud [CONFIDENTIAL]

• Exhibit F15 – Biographical Affidavit of John M. Hintze [CONFIDENTIAL]

• Exhibit F16 – Biographical Affidavit of Kathryn M. Brietzman [CONFIDENTIAL]

OCI Notice of Hearing and Case Recommendation

• Notice of Hearing – Case No. 19-C43349
• Case Recommendation Memorandum for Case No. 19-C43349
• Form of Stipulation and Order in the Matter of Care Wisconsin Health Plan, Inc. (Case No. 19-C43408) – Referenced in Case Recommendation Memorandum

Hearing Information

OCI is accepting comments regarding the mergers of Care Wisconsin First, Inc. with and into My Choice Family Care, Inc., and of Trilogy Health Insurance, Inc. with and into Care Wisconsin Health Plan, Inc. (Case No. 19-C43349) through December 6, 2019. Comments can be submitted via email to ocicwmcfcmerger@wisconsin.gov or mailed to:

Company Licensing
Office of the Commissioner of Insurance
PO Bo 7873
Madison, WI 53707

Hearing Documents

• The Proposed Decision in Case No.19-C43349
• The Final Decision in Case No. 19-C43349
• The Care Wisconsin Stipulation and Order in Case No. 19-C43408
• The My Choice Stipulation and Order in Case No. 19-C43349