State of Connecticut
 
Connecticut Insurance Department

PROPOSED ACQUISITION OF CONTROL - DOCKET # EX 18-03

In the Matter of:

PROPOSED ACQUISITION OF CONTROL OF
AETNA LIFE INSURANCE COMPANY,
AETNA INSURANCE COMPANY OF CONNECTICUT,
AETNA HEALTH AND LIFE INSURANCE COMPANY,
AETNA HEALTH INC. (A CONNECTICUT CORPORATION) AND
AETNA BETTER HEALTH INC. (A CONNECTICUT CORPORATION)
SUBSIDIARIES OF AETNA INC.
BY
CVS HEALTH CORPORATION.
DOCKET # EX 18-03


OVERVIEW

On January 18, 2018, CVS HEALTH CORPORATION (“CVS”), a Delaware corporation filed an application on Form A with the Connecticut Insurance Department (the “Department”) pursuant to Conn. Gen. Stat. §38a-130 and Regs., Conn. State Agencies §38a-138-6 (the “Application”) requesting approval by the Insurance Commissioner of the State of Connecticut for the proposed acquisition of control (the “Proposed Acquisition”) of the Connecticut domestic insurers AETNA LIFE INSURANCE COMPANY, AETNA INSURANCE COMPANY OF CONNECTICUT, AETNA HEALTH AND LIFE INSURANCE COMPANY, AETNA HEALTH INC. (A CONNECTICUT CORPORATION) and AETNA BETTER HEALTH INC. (A CONNECTCIUT CORPORATION) (the "Domestic Insurers"). The Proposed Acquisition will be effected pursuant to the terms of an Agreement and Plan of Merger dated December 3, 2017.

Total aggregate consideration to be paid by CVS in the acquisition is estimated to be approximately $69 billion. Including the assumption of the Domestic Insurers debt, the total value of the transaction is approximately $77 billion.

As required by Conn. Gen. Stat. §38a-132 and Regs., Conn. State Agencies §38a-138-6 a public hearing will be held on the Proposed Acquisition of the Domestic Insurers within thirty days after the Application is deemed complete in all respects. When the Application is complete, a notice of public hearing will be issued to consider the Proposed Acquisition.



The following is a list of all documents related to the Proposed Acquisition which are available for public viewing. Some documents which include trade secrets or personal data have been exempted from public inspection pursuant to the Connecticut Freedom of Information Act. (see Conn. Gen. Stat. §1-210).

  1. Form A Submission Letter - Dated January 17, 2018
  2. Form A Application
  3. Exhibit 1: Agreement And Plan Of Merger - Dated December 3, 2017
  4. Exhibit 2A: CVS Health Form 8-K Filed With The U.S. Securities And Exchange Commission On December 4, 2017
  5. Exhibit 2B: CVS Health Form 8-K Filed With The U.S. Securities And Exchange Commission On December 5, 2017
  6. Exhibit 3A: Organizational Chart Of CVS Health And Affiliates Prior To Change Of Control
  7. Exhibit 3B: Organizational Chart Of Aetna And Affiliates Prior To Change Of Control
  8. Exhibit 3C: Pro Forma Organizational Chart Of CVS Health And Affiliates Following Change Of Control
  9. Exhibit 4A: Item 1 Of CVS Health's 2016 Annual Report On Form 10-K
  10. Exhibit 4B: Item 1 Of CVS Health's 2015 Annual Report On Form 10-K
  11. Exhibit 4C: Item 1 Of CVS Health's 2014 Annual Report On Form 10-K
  12. Exhibit 4D: Item 1 Of CVS Health's 2013 Annual Report On Form 10-K
  13. Exhibit 4E: Item 1 Of CVS Health's 2012 Annual Report On Form 10-K
  14. Exhibit 5A: Aetna's 2016 Annual Report To Stockholders On Form 10-K
  15. Exhibit 5B: Aetna's 2015 Annual Report To Stockholders On Form 10-K
  16. Exhibit 5C: Aetna's 2014 Annual Report To Stockholders On Form 10-K
  17. Exhibit 6: CVS Health's Quarterly Report On Form 10-K For Quarter Ended September 30, 2017
  18. Exhibit 7A: Director's And Executive Officers Of CVS Health
  19. Exhibit 7B: Director's And Executive Officers Of CVS Pharmacy
  20. Exhibit 8A: Biographical Affidavits Of Directors And Executive Officers Of CVS Health
  21. Exhibit 8B: Biographical Affidavits Of Directors And Executive Officers Of CVS Pharmacy
  22. Exhibit 9A: Bridge Facility Commitment Letter, Dated December 3, 2017, Among CVS Health, Barclays Bank PLC, Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC, Bank Of America, N.A. And Merrill Lynch, Pierce, Fenner & Smith Incorporated
  23. Exhibit 9B: Joinder To Bridge Facility Commitment Letter, Dated December 15, 2017, Among CVS Health, Barclays Bank PLC, Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC, Bank Of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated And Each Of The Additional Commitment Parties Party Thereto.
  24. Exhibit 9C: Term Loan Agreement, Dated As Of December 15, 2017, By And Among CVS Health, The Lenders Party Thereto And Barclays Bank PLC, As Administrative Agent
  25. Exhibit 9D: CVS Health Form 8-K Filed With The U.S. Securities And Exchange Commission On December 19, 2017.
  26. Exhibit 10A: CVS Health's 2016 Annual Report To Stockholders (Including Audited Consolidated Financial Statements And The Independent Public Accounting Firm's Report Thereon) And CVS Health Form 10-K Filed With The SEC For Fiscal Year Ended December 31, 2016
  27. Exhibit 10B: CVS Health's 2015 Annual Report To Stockholders (Including Audited Consolidated Financial Statements And The Independent Public Accounting Firm's Report Thereon) And CVS Health Form 10-K Filed With The SEC For Fiscal Year Ended December 31, 2015
  28. Exhibit 10C: CVS Health's 2014 Annual Report To Stockholders (Including Audited Consolidated Financial Statements And The Independent Public Accounting Firm's Report Thereon) And CVS Health Form 10-K Filed With The SEC For Fiscal Year Ended December 31, 2014
  29. Exhibit 10D: CVS Health's 2013 Annual Report To Stockholders (Including Audited Consolidated Financial Statements And The Independent Public Accounting Firm's Report Thereon) And CVS Health Form 10-K Filed With The SEC For Fiscal Year Ended December 31, 2013
  30. Exhibit 10E: CVS Health's 2012 Annual Report To Stockholders (Including Audited Consolidated Financial Statements And The Independent Public Accounting Firm's Report Thereon) And CVS Health Form 10-K Filed With The SEC For Fiscal Year Ended December 31, 2012
  31. Exhibit 11: CVS Health Investor Fact Sheet And Investor Presentation December 4, 2017
  32. Exhibit 12: Financial Projections Of The Domestic Insurers
  33. Exhibit 13: Cash Flow Projections Of CVS Health
  34. Exhibit 14: Business Plans Of The Domestic Insurers
  35. Exhibit 15A: Annual Statements Of Aetna Life Insurance Company For Years 2014-2016
  36. Exhibit 15B: Annual Statements Of Aetna Insurance Company Of Connecticut For Years 2014-2016
  37. Exhibit 15C: Annual Statements Of Aetna Health And Life Insurance Company For Years 2014-2016
  38. Exhibit 15D: Annual Statements Of Aetna Health Inc. (A Connecticut Corporation) For Years 2014-2016
  39. Exhibit 15E: Annual Statements Of Aetna Better Health Inc. (A Connecticut Corporation) For Years 2014-2016
  40. Exhibit 16: Competitive Impact Analysis Of The Transaction In The State Of Connecticut
  41. Exhibit 17: Form S-4 Registration Statement Filed With The SEC On January 4, 2018
  42. Exhibit 18A: Financial Strength And Debt Ratings Of The Applicant
  43. Exhibit 18B: Financial Strength And Debt Ratings Of Aetna And The Domestic Insurers
  44. Exhibit 19: Material Litigation And Investigations Of The Applicant
  45. Exhibit 20: List Of Regulatory Filings Of The Applicant
  46. Exhibit 21: Form A Checklist


Amended and Restated Form-A and Supplemental Filings

  1. Exhibit 8A And 8B - Updated Biographical Affidavits (Uploaded: 3/5/2018)
  2. CVS Health 2017 SEC Form 10-K (Uploaded: 3/5/2018)
  3. CVS Health Form S-4 Registration Statement (Uploaded: 3/5/2018)
  4. Third Party Biographical Affidavit Confirmation Letter, Dated February 20, 2018 (Uploaded: 3/5/2018)
  5. CVS Health Updated Directors And Officers (Uploaded: 4/5/2018)
  6. CVS Health Responses With Attachments To Connecticut Insurance Department Letter Of April 4, 2018, Dated May 14, 2018 (Uploaded: 5/31/2018)
  7. CVS Health Letter To Connecticut Insurance Department, Dated June 8, 2018, With Updated Directors And Officers, Biographical Affidavits And U.S. Securities And Exchange Commission Filings (Uploaded: 6/13/2018)
  8. CVS Health Letter To Connecticut Insurance Department With Responses To Department Letter Of June 18, 2018, Dated July 3, 2018 (Uploaded: 7/9/2018)
  9. CVS Health Letter To Connecticut Insurance Department, Dated July 20, 2018,With Two Updated Biographical Affidavits (Uploaded: 7/31/2018)
  10. CVS Health Letter To Connecticut Insurance Department With Responses To Department Letter Of July 17, 2018, Dated July 24, 2018 (Uploaded: 7/31/2018)
  11. Amended And Restated Form A Submission Letter - Dated August 13, 2018 (Uploaded: 8/15/2018)
  12. Amended And Restated Table Of Contents (Uploaded: 8/16/2018)
  13. Amended And Restated Table Of Contents - BLACKLINE (Uploaded: 8/16/2018)
  14. Amended And Restated Form A Statement (Uploaded: 8/16/2018)
  15. Amended And Restated Form A Statement - BLACKLINE (Uploaded: 8/16/2018)
  16. Exhibit 5D: Aetna’S 2017 Annual Report To Stockholders On Form 10-K (Uploaded: 8/16/2018)
  17. Exhibits 7A And 7B: Directors And Executive Officers Of CVS Health And CVS Pharmacy. (Updated) (Uploaded: 8/16/2018)
  18. Exhibits 8A And 8B: NAIC Biographical Affidavits Of Directors And Executive Officers Of CVS Health And CVS Pharmacy. (Updated) (Uploaded: 8/16/2018)
  19. Exhibit 12: Financial Projections Of The Domestic Insurers. (Updated) (Uploaded: 8/16/2018)
  20. Exhibit 15F: Annual Statements For The Domestic Insurers For 2017
    1. Aetna Better Health, Inc. (Uploaded: 8/16/2018)
    2. Aetna Health And Life Insurance Company (Uploaded: 8/16/2018)
      1. MD & A(Uploaded: 8/16/2018)
      2. Miscellaneous Pages(Uploaded: 8/16/2018)
      3. Annual Statement(Uploaded: 8/16/2018)
      4. Investment Annual Statement Pages(Uploaded: 8/16/2018)
      5. Other Annual Statement Pages(Uploaded: 8/16/2018)
    3. Aetna Insurance Company Of Connecticut (Uploaded: 8/16/2018)
      1. MD & A(Uploaded: 8/16/2018)
      2. Miscellaneous Pages(Uploaded: 8/16/2018)
      3. Annual Statement(Uploaded: 8/16/2018)
      4. Investment Annual Statement Pages(Uploaded: 8/16/2018)
      5. Other Annual Statement Pages(Uploaded: 8/16/2018)
    4. Aetna Life Insurance Company (Uploaded: 8/16/2018)
      1. MD & A(Uploaded: 8/16/2018)
      2. Miscellaneous Pages(Uploaded: 8/16/2018)
      3. Annual Statement(Uploaded: 8/16/2018)
      4. Investment Annual Statement Pages (2)(Uploaded: 8/16/2018)
      5. Investment Annual Statement Pages(Uploaded: 8/16/2018)
      6. Other Annual Statement Pages (2)(Uploaded: 8/16/2018)
      7. Other Annual Statement Pages(Uploaded: 8/16/2018)
    5. Aetna Health, Inc. (Uploaded: 8/16/2018)
  21. Exhibit 16: Competitive Impact Analysis Of The Transaction In The State Of Connecticut. (Updated) (Uploaded: 8/16/2018)
  22. Exhibit 19: Material Litigation And Investigations Of The Applicant. (Updated) (Uploaded: 8/16/2018)
  23. Exhibit 22: Redacted Disclosure Schedules To The Merger Agreement (Uploaded: 8/16/2018)
  24. Exhibit 23: Company Organizational Documents (As Defined In The Merger Agreement) (Uploaded: 8/16/2018)
  25. Exhibit 24: Parent Organizational Documents (As Defined In The Merger Agreement) (Uploaded: 8/16/2018)
  26. Exhibit 25: Directors And Executive Officers Of The Domestic Insurers (Uploaded: 8/16/2018)
  27. Exhibit 26: Biographical Affidavits Of The Directors And Executive Officers Of The Domestic Insurers (Uploaded: 8/16/2018)
  28. Exhibit 27: CVS Health Form 8-K Regarding The Long Term Financing Obtained March 6, 2018 By CVS Health (Uploaded: 8/16/2018)
  29. Exhibit 28: CVS Health Deleveraging Slides (Uploaded: 8/16/2018)
  30. Exhibit 29: A.M. Best Description Of Leverage
    1. Best's Credit Rating Methodology (Uploaded: 8/16/2018)
    2. Glossary Of Insurance Terms (Uploaded: 8/16/2018)
  31. Exhibit 30: Documentation Of Anticipated Cash Demands Including A Debt Payment Schedule Over The Next 5 Years With The Amounts Broken Down By Source (Uploaded: 8/16/2018)
  32. Exhibit 31: Capital Management Plan (Uploaded: 8/16/2018)
  33. Exhibit 32: CVS Health Corporate Governance Guidelines (Uploaded: 8/16/2018)
  34. Exhibit 33: February 1, 2018 Form 8-K Regarding The Second Request Received From The Department Of Justice (Uploaded: 8/16/2018)
  35. Exhibit 34: Overview Of The Types Of Items Requested In A Second Request (Uploaded: 8/16/2018)
  36. Exhibit 35: Redacted HSR Filing Statements For Aetna And CVS Health (Uploaded: 8/16/2018)
  37. Exhibit 36: CVS Health Information Security Controls (Uploaded: 8/16/2018)
  38. Exhibit 37: CVS Health’S 2017 Annual Report To Stockholders (Including Audited Consolidated Financial Statements And The Independent Public Accounting Firm’S Report Thereon) And CVS Health Form 10-K Filed With The SEC For Fiscal Year Ended December 31, 2017 (Uploaded: 8/16/2018)
  39. Exhibit 38: Final Effective Form S-4 Registration Statement Filed With The SEC On February 9, 2018 (Uploaded: 8/16/2018)
  40. Exhibit 39: CVS Health Form 10-Q For The Period Ended March 31, 2018 (Uploaded: 8/16/2018)
  41. Exhibit 40: CVS Health Form 10-Q For The Period Ended June 30, 2018 (Uploaded: 8/16/2018)
  42. Exhibit 41: CVS Health Form 8-K Dated June 6, 2018 Regarding Post-Closing Management (Uploaded: 8/16/2018)
  43. Exhibit 42: Copies Of Regulatory Filings (Uploaded: 8/16/2018)
  44. Company (Aetna) Disclosure Schedules With Cover Letter Dated August 15, 2018, Update To Exhibit 22 (Uploaded: 8/20/2018)
  45. Amended And Restated Form A Signature Page With Cover Letter Dated August 15, 2018 (Uploaded: 8/20/2018)
  46. Cover Letter Dated August 31, 2018, With Update To Exhibit 12 - Financial Projections Of The Domestic Insurers. (Uploaded: 9/4/2018)




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