Proposed Acquisition of Control of WellCare Health Insurance Company of Wisconsin, Inc., and WellCare Health Plans of Wisconsin, Inc. by Centene Corporation

Last Updated: September 25, 2019

Information on the Proposed Acquisition of Control of WellCare Health Insurance Company of Wisconsin, Inc., and WellCare Health Plans of Wisconsin, Inc. by Centene Corporation (Case No. 19-C43297)

On May 3, 2019, Centene Corporation filed a Form A application to acquire two recently incorporated Wisconsin insurers, WellCare Health Insurance Company of Wisconsin, Inc., a health insurance company, and WellCare Health Plans of Wisconsin, Inc., a health maintenance organization, as part of its much larger effort to acquire WellCare Health Plans, Inc.  Wisconsin is one of 26 states that must approve various aspects of Centene Corporation's proposed acquisition of WellCare Health Plans, Inc. before it can take place.  Centene Corporation is currently the ultimate controlling person of two other Wisconsin-domiciled insurers, Managed Health Services Insurance Corp., a health maintenance organization, and Bankers Reserve Life Insurance Company of Wisconsin, a health insurance company.

Form A and Exhibits, Filed with OCI on May 3, 2019:

• Form A
• Exhibit A:  Merger Agreement
• Exhibit B-1:  CNC  Pre-Acquisition Organizational Chart
• Exhibit B-2:  CNC  Post-Acquisition Organizational Chart
• Exhibit B-3:  WI Pre-Acquisition Abbreviated Organizational Chart
• Exhibit B-4:  WI Post-Acquisition Abbreviated Organizational Chart
• Exhibit C:  Directors and Executive Officers of Centene
• Exhibit D-1:  2018 CNC Audited Financial Statements
• Exhibit D-2:  2017 CNC Audited Financial Statements
• Exhibit D-3:  2016 CNC Audited Financial Statements
• Exhibit D-4:  2015 CNC Audited Financial Statements
• Exhibit D-5:  2014 CNC Audited Financial Statements
• Exhibit D-6:  Unaudited Financial Statements
• Exhibit E-1:  WellCare 2018 Annual Report
• Exhibit E-2:  WellCare 2017 Annual Report
• Exhibit F-1:  CNC 2018 Annual Report
• Exhibit F-2:  CNC 2017 Annual Report

• Exhibit CE-1:  Biographical Affidavits [CONFIDENTIAL]
• Exhibit CE-2:  Committment Letter [CONFIDENTIAL]
• Exhibit CE-3.1 and 3.2:  Financial Projections [CONFIDENTIAL]

Correspondence:

• June 3, 2019:  Centene Corp QBLLP-ACTIVE_FID40286280
• June 23, 2019:  Updated Wisconsin Form E Letter to MMU
• June 24, 2019:  Centene/Wellcare Responses to MMU Questions Regarding WellCare WI Subs Plans of Operations
• June 24, 2019:  Exhibit A to Email Centene/WellCare Responses to MMU Questions - Wisconsin Plan of Operations [CONFIDENTIAL]
• June 24, 2019:  Wisconsin Response Letter
• July 24, 2019:  MMU Centene/WellCare Questions on Debt [CONFIDENTIAL pending further review]
• July 28, 2019:  Centene/Wellcare Responses with Worksheet [CONFIDENTIAL pending further review]
• July 29, 2019:  Michael Mancusi-Ungaro Response to July 28, 2019 Worksheet and Centene/Wellcare Response [CONFIDENTIAL pending further review]
• July 30, 2019:  Centene/Wellcare Responses - Additional Info Exhibit A (Registration Statement Pages)
• July 30, 2019:  Centene/Wellcare Responses - Additional Info Exhibit B (Centene Standalone Forecasts) 
• July 30, 2019:  Centene/Wellcare Responses - Additional Info (Health Industry UCAA Form 13H - WHICWI [CONFIDENTIAL pending further review]
• July 30, 2019:  Centene/Wellcare Responses - Additional Info (Health Industry UCAA Form 13H - WHPWI [CONFIDENTIAL pending further review] 
• July 30, 2019:  Centene/Wellcare Responses - Additional Info Wisconsin Response Letter [CONFIDENTIAL pending further review]
• July 30, 2019:  Centene/Wellcare Responses - Additional Info

Hearing Documents:

• Notice of Hearing - Case No. 19-C43297
• Exhibit List
• Waiver of Right to Object-Centene
• Waiver of Right to Object-WellCare
• Final Recommendation Memo
• Signed Proposed Decision
• Signed Final Decision