OCI > Proposed Acquisition of Control of Aspirus Arise Health Plan of Wisconsin

Proposed Acquisition of Control of Aspirus Arise Health Plan of Wisconsin

Last Updated: October 23, 2020

In the Matter of the Acquisition of Control of Aspirus Arise Health Plan of Wisconsin, by Aspirus, Inc.

On January 2, 2019, Aspirus, Inc. (Aspirus), a non-stock Wisconsin corporation, submitted a Form A statement for its acquisition of control of Aspirus Arise Health Plan of Wisconsin (AAHPWI). AAHPWI is a wholly-owned subsidiary of Arise Health Ventures, Inc. (AHV). AHV is currently owned 50% by Aspirus and 50% by Wisconsin Physicians Service Insurance Corporation (WPS). Through a stock transfer from WPS, Aspirus intends to acquire 100% control of AHV.

AAHPWI is a health maintenance organization in north central Wisconsin.

1. Form A Statement – Confidential in Part

2. Exhibit A - Stock Transfer Agreement (“STA") and Exhibits [CONFIDENTIAL]

Ex. A to STA

Amended and Restated Administrative and Management Service Agreement (12/31/2018)
2020 SOW (01/01/2020)
2017 SOW and Amendments (01/26/2017)

Amendment 1 to SOW (02/06/2017)
Amendment 2 to SOW (01/02/2018)
Amendment 3 to SOW (12/31/2018)
Addendum to SOW – Aspirus Plan (05/31/2017)
Addendum to SOW – Wausau Tile Plan (06/02/2018) Ex. B to STA

Trademark License Agreement (05/10/2016)
First Amendment to Trademark License Agreement Ex. C to STA
AHV Adverse Selection Mitigation Agreement (12/20/2016) [CONFIDENTIAL]
Amendment to Adverse Selection Mitigation Agreement [CONFIDENTIAL]

3. Exhibit B - Organizational Documents

4. Exhibit C – Aspirus Ownership Chart

5. Exhibit D – Financial Information of Aspirus and AAHPWI [CONFIDENTIAL]

D1. Aspirus Previous Five (5) Fiscal Years Financial Statements [CONFIDENTIAL]

2014 Aspirus Consolidated Financial Statements
2015 Aspirus Consolidated Financial Statements
2016 Aspirus Consolidated Financial Statements
2017 Aspirus Consolidated Financial Statements
2018 Aspirus Consolidated Financial Statements

D2. 2017 AAHPWI's Financial Statements [CONFIDENTIAL]
D3. Financial Projections of AAHPWI [CONFIDENTIAL]
D4. AHV's Financial Statements [CONFIDENTIAL]

6. Exhibit E – Employment, Consultation, and Management Agreements concerning AAHPWI [CONFIDENTIAL]

Administrative and Management Service Agreements (AMSA):

E1. Amended and Restated AMSA – WPS and AHV (12/31/2018) [Attached as Ex. A to the Stock Transfer Agreement, in OCI Form A's Exhibit A]
E2. AMSA – WPS and AHV (03/31/2016)
E3. Amendment 1 to AMSA –Aspirus and AHV (02/21/2017)
E4. AMSA –Aspirus and AHV (12/22/2016)

Statement of Work Agreements (SOW): [All SOW agreements are attached as Ex. A to the Stock Transfer Agreement, in OCI Form A's Exhibit A]

E5. Amendment 3 to the SOW – WPS and AHV (12/31/2018)
E6. 2020 Statement of Work – WPS and AHV (Effective 01/01/2020)
E7. Amendment 2 to the SOW – WPS and AHV (01/02/2018);
Amendment 1 to the SOW – WPS and AHV 02/06/2017)
E8. 2017 SOW - WPS and AHV

(01/26/2017)

Delegation of Quality Management Agreements:

E9. Delegation of Quality Management and Improvement and Member Connections Agreement – Aspirus (11/17/2016)
E10. Delegation of Quality Management and Improvement, Network Management, Utilization Management, Member's Rights and Responsibilities, and Member Connections Agreement – WPS (11/30/2016)
E11. Amendment 1 to Delegation of Quality Management and Improvement, and Member Connections Agreement – Aspirus and AHV (01/06/2017)
E12. Amendment 1 to Delegation of Quality Management and Improvement, Utilization Management, Member's Rights and Responsibilities, and Member Connections Agreement – WPS and AHV (01/06/2017)
E13. Investment Agreement [CONFIDENTIAL]
E14. Confidentiality Agreement – B Davis Adverse Selection Mitigation Agreements: [All Adverse Selection Mitigation agreements are attached as Ex. C to the Stock Transfer Agreement, in OCI Form A's Exhibit A]
E15. Amendment Adverse Selection Mitigation Agreement
E16. AHV Adverse Selection Mitigation Agreement (12/20/2016)

7. Exhibit F – Budget Presentations [CONFIDENTIAL]