OCI > Proposed Acquitition of Control of Vision Insurance Plan of America, Inc. by Superior Vision

Proposed Acquitition of Control of Vision Insurance Plan of America, Inc. by Superior Vision

Last Updated: December 6, 2013

Information on the Proposed Acquisition of Control of Vision Insurance Plan of America, Inc. (a Wisconsin Domestic Insurer) by Superior Vision Acquisition Corp.

On August 13, 2013, Superior Vision Acquisition Corp. filed a plan to acquire control of Vision Insurance Plan of America, Inc. (VIPA), pursuant to the terms of a July 14, 2013, Agreement and Plan of Merger (the Merger Agreement) between Superior Vision Acquisition Corp. (the Applicant), Block Vision Holdings Corp. (BVHC) (an indirect parent company of VIPA) and Howard Hoffman (the representative for the BVHC security holders).

The Applicant intends to acquire 100% of the issued and outstanding capital stock of BVHC subject to all required regulatory approvals, including the approval of this Form A by the Wisconsin Office of the Commissioner of Insurance.

Pursuant the terms of the Merger Agreement, Block Vision Merger Corp. (a wholly owned subsidiary created to effect the merger) will be merged with and into BVHC (the Merger), withBVHC being the surviving corporation. In accordance with the Merger Agreement, all existing security holders of BVHC at the time of the merger will exchange their BVHC securities for the consideration set forth in the Merger Agreement (the Merger Consideration).

After the merger is consummated, the Applicant will control all of the outstanding shares of BVHCand thereby will obtain sole, indirect control of VIPA (the Acquisition).

The transaction will be funded through a combination of: (1) equity and subscriptions from Block management (the Equity Funding), (2) debt provided by third-party lending institutions (the Debt Funding), and (3) cash. (VIPA will not be a borrower under the Debt Funding, nor will the assets of VIPA be pledged to secure the obligations of the borrowers.) The nature and amount of consideration was a result of arms-length negotiations between the parties to the Merger Agreement.

As required by law, the Office of the Commissioner of Insurance will hold a public hearing concerning this application for acquisition of control.

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 https://content.naic.org/consumer.htm.

Application Material Filed on August 12, 2013