State of Connecticut
 
Connecticut Insurance Department

PROPOSED ACQUISITION OF CONTROL - DOCKET # EX 19-48

In the Matter of:

PROPOSED ACQUISITION OF CONTROL OF
WELLCARE HEALTH INSURANCE OF CONNECTICUT, INC. AND
WELLCARE OF CONNECTICUT, INC.,
EACH, AN INDIRECT SUBSIDIARY OF WELLCARE HEALTH PLANS, INC.
BY
CENTENE CORPORATION
DOCKET # EX 19-48


OVERVIEW

On May 7, 2019, CENTENE CORPORATION (the “Applicant”), 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 WELLCARE HEALTH INSURANCE OF CONNECTICUT, INC. and WELLCARE OF CONNECTICUT, INC. (the "Domestic Insurers"), each, an indirect subsidiary of WELLCARE HEALTH PLANS, INC. The Proposed Acquisition will be effected pursuant to the terms of an Agreement and Plan of Merger dated March 26, 2019.

The Merger Transaction is being valued on an enterprise value basis at approximately $17.3 billion, based on closing stock prices as of March 26, 2019. The cash component of such total amount is equal to approximately $6.06 billion. In addition to payment of Merger Consideration, the Applicant may be assuming approximately $1.95 billion in existing indebtedness of WellCare Health Plans, Inc.

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).



Form-A follow-up Letters and Supplemental Filings

  1. Letter To Applicant From Connecticut Insurance Department, Dated May 16, 2019 (Uploaded: 6/11/2019)
  2. Letter To Applicant From Connecticut Insurance Department, Dated June 6, 2019 (Uploaded: 6/11/2019)
  3. Letter To Connecticut Insurance Department From Applicant Regarding Insurance Regulatory Approvals, Dated June 14, 2019 (Uploaded: 6/24/2019)
  4. Letter To Connecticut Insurance Department From Applicant Regarding Insurance Regulatory Approvals, Dated June 18, 2019 (Uploaded: 6/24/2019)
  5. Letter To Applicant From Connecticut Insurance Department, Dated July 23, 2019 (Uploaded: 7/25/2019)
  6. Email From Domestic Insurers With Exhibit To Connecticut Insurance Department, Dated July 28, 2019 (Uploaded: 7/29/2019)
  7. Letter To Connecticut Insurance Department From Applicant Regarding Insurance Regulatory Approvals, Dated August 1, 2019 (Uploaded: 8/2/2019)
  8. Letter To Connecticut Insurance Department From Applicant Regarding Insurance Regulatory Approvals, Dated August 8, 2019 (Uploaded: 8/12/2019)
  9. Letter To Applicant From Connecticut Insurance Department, Dated August 16, 2019 (Uploaded: 8/19/2019)
  10. Email To Applicant From Connecticut Insurance Department Deeming Application Complete, Dated August 20, 2019 (Uploaded: 8/20/2019)
  11. Letters To Connecticut Insurance Department From Applicant Regarding Insurance Regulatory Approvals, Dated August 22, 2019, August 26, 2019, August 27, 2019 (Uploaded: 8/29/2019)
  12. Letter To Connecticut Insurance Department From Applicant Regarding Insurance Regulatory Approvals, Dated August 30, 2019 (Uploaded: 9/3/2019)


Amended and Restated Form-A and Supplemental Filings

  1. Third Party Biographical Affidavit Confirmation Letter, Dated May 22, 2019 (Uploaded: 6/11/2019)
  2. Applicant Response Letter With Exhibits To The Connecticut Insurance Department, Dated June 20, 2019 (Uploaded: 6/28/2019)
  3. Applicant Response Letter With Exhibits To Connecticut Insurance Department, Dated July 27, 2018 (Uploaded: 7/29/2019)
  4. Amended And Restated Form A Submission Letter - Dated August 16, 2019 (Uploaded: 8/20/2019)
  5. Amended And Restated Form A Table Of Contents (Uploaded: 8/20/2019)
  6. Amended And Restated Form A Statement (Uploaded: 8/20/2019)
  7. Amended And Restated Form A Statement - BLACKLINE (Uploaded: 8/20/2019)
  8. Exhibit D-7 - Unaudited Financial Statement Of Applicant For Quarter Ended June 30, 2019 (Uploaded: 8/20/2019)
  9. Exhibit K-2 - Quarterly Report On Form 10-Q Of Applicant For Period Ended June 30, 2019 (Uploaded: 8/20/2019)
  10. Exhibit L-1 - Exhibit A To The Merger Agreement (Uploaded: 8/20/2019)
  11. Exhibit L-2 - Company Disclosure Schedules To The Merger Agreement (Redacted) (Uploaded: 8/20/2019)
  12. Exhibit L-3 - Parent Disclosure Schedules To The Merger Agreement (Redacted) (Uploaded: 8/20/2019)
  13. Exhibit M-1 - Positions Held By Christopher Bowers (Uploaded: 8/20/2019)
  14. Exhibit M-2 - Positions Held By Richard Gephart (Uploaded: 8/20/2019)
  15. Exhibit M-3 - Positions Held By Michael Neidorff (Uploaded: 8/20/2019)
  16. Exhibit M-4 - Positions Held By Tommy Thompson (Uploaded: 8/20/2019)
  17. Exhibit N - Wellcare Biographical Affidavits (Uploaded: 8/20/2019)
  18. Exhibit O - Commitment Letter (Uploaded: 8/20/2019)
  19. Exhibit P - Allen & Company LLC Opinion (Uploaded: 8/20/2019)
  20. Exhibit Q - Barclays Capital Inc. Opinion (Uploaded: 8/20/2019)
  21. Exhibit R - Proxy Statement Excerpts And Corporate Governance Guidelines (Uploaded: 8/20/2019)
  22. Exhibit S - Integration Governance Structure (Uploaded: 8/20/2019)
  23. Exhibit T - Centene Investor Presentation Slide (Uploaded: 8/20/2019)
  24. Exhibit U - Plan Of Operations For Domestic Insurers (Uploaded: 8/20/2019)
  25. Exhibit V - Regulatory Filings (Uploaded: 8/20/2019)
  26. Exhibit W-1 - Centene HSR Filing (Redacted) (Uploaded: 8/20/2019)
  27. Exhibit W-2 - Wellcare HSR Filing (Redacted) (Uploaded: 8/20/2019)
  28. Exhibit X - Centene Stockholder Special Meeting Voting Report (Uploaded: 8/20/2019)
  29. Exhibit Y - Wellcare Stockholder Special Meeting Voting Report (Uploaded: 8/20/2019)


Hearing Information

  1. Hearing Letter To Applicant From Connecticut Insurance Department, Dated August 20, 2019 (Uploaded: 8/20/2019)
  2. Notice Of Public Hearing (Uploaded: 8/20/2019)
  3. Hearing Officer Appointment Order By Andrew N. Mais, Insurance Commissioner, Dated August 22, 2019 (Uploaded: 8/22/2019)
  4. Notice Of Appearance Filed By Elizabeth P. Retersdorf, Esq., On Behalf Of Centene Corporation (Uploaded: 8/29/2019)
  5. Pro Hac Vice Application Filed With Superior Court For Ashlee Knuckey, Dated August 27, 2019 (Uploaded: 8/29/2019)
  6. Pro Hac Vice Application Filed With Superior Court For Timothy Farber, Dated August 27, 2019 (Uploaded: 8/29/2019)
  7. Pro Hac Vice Application Filed With Superior Court For Todd Freed, Dated August 29, 2019 (Uploaded: 9/3/2019)
  8. Affidavit Of Publication In The Hartford Courant, Dated September 3, 2019 (Uploaded: 9/3/2019)
  9. Notice Of Appearance Filed By Alexandra J. Cavaliere, Esq., On Behalf Of Wellcare (Uploaded: 9/9/2019)
  10. Notice Appearance With Pro Hac Vice Order Filed By Timothy S. Farber, Esq., On Behalf Of Wellcare (Uploaded: 9/9/2019)
  11. Notice Appearance With Pro Hac Vice Order Filed By Ashlee M. Knuckey, Esq., On Behalf Of Wellcare (Uploaded: 9/9/2019)
  12. Notice Appearance With Pro Hac Vice Order Filed By Todd E. Freed, Esq., On Behalf Of Centene Corporation (Uploaded: 9/9/2019)
  13. Pre-Filed Affidavit Of Christopher Koster On Behalf Of Centene Corporation, Filed On September 9, 2019 (Uploaded: 9/10/2019)
  14. Pre-Filed Affidavit Of Lisa Wright On Behalf Of Wellcare, Filed On September 9, 2019 (Uploaded: 9/10/2019)
  15. Supplemental Affidavit Of Christopher Koster On Behalf Of Centene Corporation, Filed On September 11, 2019 (Uploaded: 9/12/2019)
  16. Transcript Of Hearing On September 11, 2019 (Uploaded: 9/13/2019)




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