9 ljl •·,o p ~'.; co t 5...2019/07/30  · keri schick norton 60 i lexington a venue new york, ny...

19
ljl •·,o LO\ 9 Ji t 5 BEFORE THE STATE OF WASHINGTON OFFICE OF THE INSURANCE COMMISSIONER In the Matter of: The Form A and the Form E Applications for the Proposed Acquisition of Control of: . WellCare Health Insurance Company of Washington, Inc. and WellCare of Washington, Inc. By Centene Corporation, Applicant. No. 19-0250 FILING COVER SHEET (EXHIBIT(S) ADMITTED AT HEARING) HEARING DATE: July 30, 2019 THE FOLLOWING EXHIBIT(S) WERE ADMITTED AT THE HEARING: IX] Amended Exhibit 1 SUBMITTED BY: [ ] Applicant: [X] The OIC: Ellen Range, Insurance Enforcement Specialist DESCRIPTION: p ~'.; co Per new data received by the OIC, handwritten changes were made to the financial figures found on page 5, paragraph "c" of the July 12, 2019 Declaration of Ronald J. Pastuch (marked as Exhibit 1 of the OIC's Witness List and Exhibit List filed with the Hearings Unit on July 18, 2019) OBJECTIONS: [X] None [ ] Yes, made by: ______ _ DOES THIS CONTAIN CONFIDENTIAL INFORMATION? [X] No. [ ] Yes.

Upload: others

Post on 19-Feb-2021

0 views

Category:

Documents


0 download

TRANSCRIPT

  • ljl •·,o LO\ 9 Ji t 5 BEFORE THE STATE OF WASHINGTON

    OFFICE OF THE INSURANCE COMMISSIONER

    In the Matter of:

    The Form A and the Form E Applications for the Proposed Acquisition of Control of:

    . WellCare Health Insurance Company of Washington, Inc. and WellCare of Washington, Inc.

    By

    Centene Corporation,

    Applicant.

    No. 19-0250

    FILING COVER SHEET (EXHIBIT(S) ADMITTED AT HEARING)

    HEARING DATE: July 30, 2019

    THE FOLLOWING EXHIBIT(S) WERE ADMITTED AT THE HEARING:

    IX] Amended Exhibit 1

    SUBMITTED BY: [ ] Applicant: [X] The OIC: Ellen Range, Insurance Enforcement Specialist

    DESCRIPTION:

    p ~'.; co

    Per new data received by the OIC, handwritten changes were made to the financial figures found on page 5, paragraph "c" of the July 12, 2019 Declaration of Ronald J. Pastuch (marked as Exhibit 1 of the OIC's Witness List and Exhibit List filed with the Hearings Unit on July 18, 2019)

    OBJECTIONS: [X] None [ ] Yes, made by: ______ _

    DOES THIS CONTAIN CONFIDENTIAL INFORMATION? [X] No. [ ] Yes.

  • I

    2

    3

    4

    5

    6

    7

    8

    9

    10

    11

    12

    13

    14

    15

    16

    17

    18

    19

    20

    21

    22

    23

    24

    25

    26

    '.

    STATE OF WASHINGTON OFFICE OF THE INSURANCE COMMISSIONER

    ln the Matter of:

    The Form A and Fonn E Applications for the Proposed Acquisition of Control of:

    WellCare Health Insurance Company of Washington, Inc. and WellCare of Washington, Inc.,

    By

    Centene Corporation,

    Applicant.

    Docket No. 19-0250

    O1c·s WITNESS LIST AND EXHIBIT LIST

    COMES NOW the Washington State Office of .the lnsyance

    Com.missioner ("Ole'.'), by and through Ellen Range, Insurance Enforcement

    Specialist, and submits its list of exhibits and its list of witnesses.

    I. Witnesses

    1. Ronald Pastuch, CPA, Holding Company Manager, Company Supersion

    Division, Office of the Insurance Commissioner, 5000 Capitol Blvd. SE, Tumwater,

    Washingt~n 98501. Mr. Pastuch will be testifying in person regarding the pJposed

    acquisition. He will discuss the materials submitted in this matter, includi~g the

    Declaration of Ronald J. Pastuch filed on July 12, 2019, and provide the OIC ~taff's

    recommendation on whether to approve the transaction.

    OIC'S WITNESS & EXHI81T UST Docket No. 19-0250 LA- (1601970) • t

    SUic or WIIShi!!,v;too 0111cc of~ ComroissJona

    lllsurmCe SOOO Building p() Box40255

    Olytnpi,. WA 93504-0155

    I

  • l

    2

    3

    4

    5

    6

    7

    8

    9

    10

    11

    12

    13

    14

    15

    16

    17

    18

    19

    20

    21

    22

    23

    24

    25

    26

    II. Exhibits

    I. Declaration of Ronald J. Pastuch filed on July 12, 2019.

    The OIC anticipates that the Applicant will file all exhibits necessary for the

    Presiding Officer to adjudicate this matter. The OIC reseives the right to use any . I exhibit on the exhibit list of any other party or otherwise offered by any otbJr party

    I for use in this matter. j

    I RESPECTFULLY SUBMITTED this Jfl_ day of July, 2019, at Tu~water,

    Washington. · I

    OIC'S WITNESS & EXHIBIT LIST Docket No. 19-02S0 LA-(1601970) • 1

    I I

    Insurance Enforcement Specialist Legal Affairs Division

    2 Sme of WIIS1:Jinpoa \ Oflla: ofhuurttnte C'cmmimona I

    Insurance 5000 Building I PO Bo., 4015S

    Olympi.1, WA 93S04-02SS

  • I

    CERTIFICATE OF MAILING I 2

    3 The undersigned certifies m1der the penalty of perjury m1der the laws of thl state of Washington that I am now and at-all times herein mentioned, a citizen of the U~ted

    4. I States, a resident of the state of Washington, over Qte age of eighteen years, not a party

    5 t~ or interested in the above-entitled action, and competent to be a witness herein. !

    6 On the date given below I caused to be served the foregoing OIC'S WITNESS

    7

    8

    9

    10

    11

    12

    13

    14

    15

    16

    17

    18

    19

    20

    21

    22

    23

    24

    25

    26

    LIST AND EXHIBIT LIST on the following individuals in the manner shown:

    Via Email and Hand Delivery on 7/18/19 Via Email on 7118119:

    OIC Hearings Unit Julia Eisentrout., Presiding Officer 5000 Capitol Blvd. SE, 2nd Floor Tumwater, WA 9850 I [email protected]

    Via Email on 7/18/19:

    £or Centene Corporation:

    Keith H. Williamson, Esq. Centene Corporation 7700 Forsyth Blvd. St. Louis, MO 63105 .k)[email protected]

    Chris Koster, Senior VP Corporate Services [email protected]

    Todd E. Freed, Cheryl Bunevich Skadden, Arps, Slate, Meagher & Flom, LLP Four Times Square New York, New York 10036 · Todd.freed

  • I

    2

    3

    4

    5

    6

    7

    8

    9

    10

    II

    12

    13

    14

    15

    16

    17

    18

    19

    20

    21

    22

    23

    24

    25

    26

    ,

    For Centene (continued): For WellCare, el al {continued):

    Jeffrey L. Gingold, Esq. Rachelle Sico Gingold Law Firm, PLLC Kumarie S. Jagnarain 400 Harborview Drive SE, Ste. 23 7 WellCare Health Plan, Inc. Bainbridge Island, WA 98110-2467 8735 Henderson Rd [email protected] Tampa, FL 33634

    [email protected] [email protected]

    I

    -'

    Dated this 18th day ofJuly, 2019, in Tumwater, Washington.

    ~ ~./f'uuM_ Christine M. Tri Paralegal Legal Affairs Division

    -

    OIC'S WITNESS & EXIIlBIT LIST Docket No. 19-0250 LA-(1601970)- I

    4

    I

    I I l I I

    Swc or Wasl!initoo Office of ~ COlll.llliJsiODC'I' •

    Insurance sooo Buildi.na PO Bo.-.: 4025.S

    . Olympu.. WA 9S504-()255 •

  • The Form A and Form E Applications for the Proposed Acquisition of Control of:

    Wellcare Health lnst.fraffce Company of Washington, inc. and WellCare of Washington, Inc.,

    By

    Centene Corporation

    OIC Docket No. 19-0250 SIMBA NUMBER: 1601970

    EXHIBIT 1 7-12-2019 Declaration of Ronald J. Pastuch

  • I

    2

    3

    4

    s 6

    7

    8

    9

    IO

    11

    12

    13

    14

    IS

    l6

    17

    18

    19

    20

    2l

    22

    23

    24

    25

    26

    ; '

    FILED 1019 JUl I 2 A 8: 0 ~

    H~A.P.ISGS UHJT I om;;:: r.:F INSURAHCE c-:,;~:USSIOHER

    STATE OF WASHINGTON OFFICE OFTBE INSURANCE COMMISSIONER

    In the Matter of:

    The Form A and Form E Applications for the Proposed Acquisi lion of Control of:

    WeUCare Health Insurance Company of Washington, Inc. and WellCare of Washington) Inc.,

    By

    Ceoceoe Corporation,

    AppUcant

    Docket No. 19-0250

    DECLARA TlON OF · RONALD J. PASTIJCH

    . l Ronald J. Pastuch, under penalty of perjury under the law of the State of

    Washington, declares as follows: I I. I am the Holding Company Manager in the Company Supervision Division

    of the Washington State Office of the· lnswa.nce Commissioner ("lnsur!mce . I

    Commissioncrl I am over the age of eighteen years old and I am competent to testify in

    this matter. I make this Declaration based upon my knowl~ge. 1

    I 2. I am a graduate of Pacific Lutheran University, where I ea.med a ·eactJelor

    I of Ans Oegree in Business Administration in 1988. I was certificated as a certified public

    I accountant ("CPA") by the Washington State Board of Accountancy in 1993, and received

    my Washington CPA license in 2003. !

    DECLARATION OF RONALD J. PASTlJCH re OIC Docket No. 19-0HO LA - (l601970) • I

    I

    SwcofW~ omce or 1m:arm Comminionrr ,

    l:mn:x:e !000 Bufklla, P013o.1.C02'S

    01)-mpia. WA 9SJOA..02U

    r

    )

  • ..

    2

    3

    4

    5

    6

    7

    8

    9

    10

    II

    12

    13

    (4

    15

    16

    17

    18

    19

    20

    2l

    22 23

    I· I

    3. During my college studies. I was employed for the Washington State

    Department of Veteran Affairs from 1980 ro 1987 in accounting and human resource

    positions. tn 1987, I was employed for the Insurance Commissioner as an acc:ountbt, a

    position I held Wlril 1991. ,from 1991 to 1993, I was employed es a field lnsuhinc:e I

    Exe.miner with the Insurance Commissioner. From 1993 to 2006, I was employed as a

    FinanciaJ Analyst in the tnsuranc:e Commissioner's Company Supervision Divisi6n, a

    position I held in various levels. I 4. On Feb~ 16, 2006, I was appointed as Holding Company Mana~er in

    the lnsurence Commissioner's Company Supervision Division. As Holding eoJpany Manager, my primary duties consist of reviewing and approving holding con{pany

    transactions between insurers _and their affiliates, which include reviewing! and

    recommending the Insurance Commissioner's position on proposed requests for insurance

    company e.cquisitions and mergers by outside parties including disclaimers of conJt

    S. On May 2, 2019, Centene Corporation ("Centene") filed an appli.catio~ for I

    acquisition or control ("Fonn A '1 for the proposed acquisi1ion of WellCare Health Plans., Inc., the parent corporation of WellCare HeaJth Insurance Company ofWamingtonJ lnc.

    {"WHICW") and WellCare of Washington, Inc. {"WCW,, collectively referr~ to

    hereinafter as "WellCare". ! I

    6. On May 21 2019, Centene filed its Pre-Acquisition Notification ~orm

    Regarding the Potential Competitive lmpact of a Proposed Merger or-Acquisition ("F.orm

    E") for the proposed acquisition of WellCare.

    7. On May 9, 2019, the lruurance Commissioner requested a hearing for a detenni.n.ation by the Presiding Officer regarding the proposed acquisition.

    8. On May 14, 2019, the Insurance Co~ssioner posted a public notic:c of . I the filing on the Insurance Commissioner's website concerning the proposed acquisition

    I of control. The public notice included Case Management Ofder, Docket No. 19.02S0,

    I dated May 14, 2019, that included aclqlowledgement of receipt of Form A filing,

    24 adjudicative hearing requirements on the Fonn A, standards by which the Fo~ is 25 . analyzed, and notice for intervenors in the adjudicative proceeding. standard gov~ng

    26 · confidentiality, sealing, and redaction of records,' where .lo file service of pleadings and

    DECLARATION OF RONALD J. PASTIJCH reOIC Docket No. 19-0250 LA-(l601970}-1

    2

    ...

  • I

    2

    3

    4

    s 6

    7

    8

    9

    10

    11

    12

    13

    14

    15

    16

    17

    18

    19

    20

    21

    22

    23

    24

    25

    26

    \

    other papeys, and instructions for request of accommodation for persons mliing

    assistance during the proceeding. I 9. On June 21, 2019, the Applicant submitted a Change No. I to the fJnn E

    . I Statement that supplants the infonnation filed in its original Form E Statement dated May

    I, 2019. I 10. On June 28, 2019, the parties filed a Joint Submission on Confidcotiality

    Issues, jointly requesting confidential treatment with respect to three categories. 1

    l 1. On June 28, 2019, the parties each filed Case Status Reports which reported

    the: case status and noted that no issues remain outstanding with regard to the proJosed

    transaction. I 12. On July J. 2019, under Case Management Order, Docket No. 19-0250, the

    Presiding Officer for the Insurance Commissioner held a telephonic status conferJce to

    rtteive an update as to the status of the lnstirance Commissioner's review of the ForJns A . l and E filings. Following the status conference, the parties agreed with the Presiding

    Officer to hold an adjudicati~c: hearing on July 30, 2019 at 9:00 am. at the lnsJ.ance

    Commissioner's office in Tu.mwa~er, Washington.

    13. On July I 0, 2019, the Presiding Officer issued the Notice of H~g and I

    Order Regarding Confidentiality and Amended Case Management Order.

    14. We completed our review of the Fom1 A and E applications. I I 5. We reviewed the Fonn E application and suppo~ing documentation.I Our

    analysis was performed under the criteria and conditions set forth in Notice of Hearing

    and Order Regarding Confidentiality, Docket No. 19-0250 and RCW 48.J_IB.020,IOur

    ~~~~~: : I

    Both Centene and WellCare have insurers and came~ licensed and writing business in the state of Washington. ~

    • Centene currently owns forty-seven (47) health insurers in its hotaing company system. All except one life insurer write health coverag~ in various US states. !

    ' ' ' • WellCare CWTe11tly owns forty-three (43) insurers and health carrier.; in its

    holding company system. All except one life insurer write health coverages in various US states. I

    DECLARATION OF RONALD J. PASTIJCH reOIC Docket No. 19-02S0 LA-(1601970)- I

    3 5tm of Was!rl:!pa Offla: of ln:s:ll:rm:e rammlttioner

    l=.in:aa: .50008ulldiq PO Ben. ,com

    01)-rapb. WA fflO#.«ISJ

  • I

    2

    3

    4

    5

    6

    7

    8

    9

    10

    11

    12

    13

    14

    IS

    16

    17

    18

    19

    20

    21

    22

    23

    \ .

    I

    Both Centene and WellCare have commonality in providing health care oovqages

    in this state. However, these two groups do not compete within similar health care~ lines I•

    of business.

    • Centene writes a variety of disability and heallh coverages such as comprehensive health and Medicaid plans through four of ils six li~ed companies in the state of Washington. Two of the six licensed oomp'anies do not write in thls state.

    1

    • WellCare writes stand-alone M~i,care Part D prescription :drugj plan coverages through ·one of its five licensed companies in the state of Washington. Four of the five licensed companies do no1 write in this ~te.

    I l

    The competition between these companies is limited to health care plans.1 The - i I

    Applicant demonstrated that Centene and WellCare have not competed with the same

    health care lines of business over the past five year period. The competition can shift

    throughout calendar year 2019 in this market. We have not detected ~y marlce1.1shifl

    between these two insurance groups doing business in this state. : I

    As to the proposed acquisition, the transaction appears that it will not exceed the I

    safe hamor exemption .set forth in RCW 48.31 B.020(4}(b).

    16. We also reviewed the form A application and supporting documentlition. . I

    Our B;Mlysis was perfonned under the criteria and conditions set forth in ~CW

    48.3 I B.Ol 5(4). Our analysis is that: i

    a After the change of control, the domestic insurer would be able to satisfy . I

    the reqwrernents for the issuance of a certificate of authority or registration to wri~e its

    oorrent lines of business in Wasl)ington. I

    According to RCW 48.0S.340, WHJCW's minimum required capital and suiplus . I

    is $4 million. According to RCW 48.46.235, WCW's miflUT!um required net wonh r SJ million. ,

    I .

    According to their respective qualifying examination report issued April 17, 2p19,

    each company met the required minimum capital and surplus (net wonh).

    ,24 WHICW and WCW currently meet the mirumurn capital and surplus (net wqnh)

    25 requirement under RCW 48.05.340 and RCW 48.46.235.

    26

    OECLARA TION OF RONALD J. . PASTUCH ti OIC Docket No. 19-0250 LA-(1601910): I

    4 Su:cafW~ Office o1 ~ C,¢@isclnic,

    l1l:sl.no,:c SQXl lkiluq PO lb

  • I

    2

    3

    .4

    5

    6

    7

    8

    9

    10

    l l

    12

    13

    14

    15

    16

    17

    18

    19

    20

    21

    22

    23

    24

    25

    26

    ,f.1

    b. The effect . of the proposed acquisition of control would not �esscncompetition in this state or tend to create a monopoly therein. We reviewed a market analysis report involving the proposed acquisition. There appears to be no evidencb that

    C' I

    competition in Washington would be adversely affected or the acquisition would crbte a 1

    concentration of cunent subscribers in the health care market. c. The Applicant's most recent publicly available financial statement

    (unaudited) indicates that the Applicant has condensed consolidated total assets of SU:11 J:3 .. G.. .tl\,0, . Jl.{p i

    billion, $1k8 billion in liabilities, and S4-::il billion in stoclcholdm• equity as of March 31, 20l9,.under US generally accepted accounting principles («QAAP") according to iJ SEC

    I

    Fann IOQ filed with the United St.ates Securities and Exchange Commission . At lb.is rime, the financial condition of the Applicant would not jeopardiz� the

    • • I

    financiaJ stability of either domestic insurer or prejudice the interest of its policyholdm. d. We rou:nd no evidence that the Applicant or its parent organization �lans

    to sell WHICW or WCW assets, consolidate, or merge it �ith any other person. I e. We verified the same persons who were list� in the Form A apptiqation

    are currently the directors and/�r officers of the ApplicanL We did not find any ibcsI

    concerning the competence, experience, and integrity of these persons. f. Based upon the submitted information, the acquisition would n�l be

    hazardous or prejudiciaJ to the insurance buying public .. The acquisition would bring two .

    I

    groups together that can provide comprehensive health care coverages to a vari�y of oonsumm. in this state.

    g. Some of the exhibits filed for the record contain personal end _sens�tiveinformation and also trade secret infonnation that is protected from disclosure ul-.der

    • I

    Washington law. tu a result, these disclosures were addressed under the Notice of HeiringI.

    and Order on Confidentiality, Docket No. 19-0250, dated July I 0, 2019. I 7. The App\icant submitted all documents in connection with the proposed

    acquisition. The docwnents clid not lack the detailed infonnation expected with a Fo� A or E

    0

    application to meet the staru�ory requirements for an acquisition in accordance ivith I

    RCW 48.3 I 8.01 Sand RCW 48.3 l B.020.

    DECLAR.A TION OF RONALD J. P A.ST\.ICH re OIC Docket No. 19--0250 LA-(1601970)- I

    .s SWeolW� om« cf 1=m Ccm:rriaioncrl'ml:n:m: sooo Bcitilll;I

    POBQ,40?JS O�WA�J

    ....,

    �-

  • I

    2

    3

    4

    5

    6

    7

    8

    4 9

    10

    11

    12

    · 13

    14

    IS

    16

    17

    18

    18. Based on our review of the filings, we found no evidence for disappJving

    the acquisition W1der the requirements set forth under RCW 48.3.IB.O l S(4)(e). TherJrol'P I ·~

    I rcconunend Quu the Presiding Officer approve the acquisition of WellCare H,eaJth

    Insurance Company of Washington, Inc. and WellCare of Washington, fnc. by the Applicant, Centene Corporation, under RCW 48.31B.015(4).

    I

    19. The Office of the Insurance Co11¥11issioner has fulfilled the required notice

    procedures. Notire of this proposed acquisition was given to the public via the lnt~met I

    (on the Insurance Commissioner's website) initially on May 14, 2019,• with ~e I

    Management Order. Docket N9. 19-0250. We understand that no person filed a pe~tion

    to parti~ipate as intervenors in these proceedings on or before June 3, 2019.. '

    20. On July 11, 2019, the Insurance Commissioner posted an electronic notice I

    on its website concerning the proposed acquisition of the domestic insurer and infonn!tion

    about the Insurance Commissioner's hearing process, a true and co~ copy of wtub is attached hereto as Exhibit "A ... Such notice included information regarding the h~ng.

    via the Notice of Hearing dated July 10, 2019, and announcement posted-on-lhcwelisite.- ·--·-·--· -

    We understand thal notice wilt remain posted on the website from the date orl this '

    Declaration to the date of the hearing.

    The ln.surance Commissioner also sent an electronic nor ice to I, I 08 recipients • f •

    through the GovDelivery system. A true and correct copy of the electronic notice I and GovDelivery status report are a~ched hereto as Exhibit "B".

    21. The Notice of Hearing informs and advises ali interested parties that I any 19 individual or entity is permitted to submit comments on, or objeetions to, this proposed

    - acquisilion. The Notice of Hearing states that any questions or concerns should be dircct1

    1 ed 20

    21

    22

    23

    24

    25

    26

    to Rebekah Carter, Paralegal to the Presiding Officer.

    . 22. As of the date of this Declaration, I personaJly have not· received 1any

    comments! questions, or objections through letter, correspondence, email, or phonc.tnor

    am I aware of any commenis, questions, or objections having been received by the

    If/

    II

    I

    DECLARATION OF RONALD J. PASTIJCH ~ OlC Dodtt No. 19-0250 LA -(1601970) • I

    6 SID af'\l'IShi:!p:a Ofllti: o/ 1:Utnm t"o:e::missioor:r

    liutn=c ,mo Bill 1!illa POBcnCO:?.H

    Ol)~WA9"0-l-025S

  • l

    2

    3

    4

    5

    6

    7

    8

    9

    10

    11

    12

    13

    · 14

    15

    16

    17

    18

    19

    20

    21

    22

    23

    24

    2S

    26

    •,

    Presiding Officer. (fem any interested parties.

    I declare under penalty of perjury under the laws of the state of Washingtoµ that

    lhe foregoing is tru~ and correct.

    EXECUTED this .lJ::.. day of July, 20191 at Tumwater, Washington.

    DECI.ARA Tl0N OF RONALD J. PASTUCH reOIC D(tCketNo.19--0250 l..A-{1601970)· I

    4,12tw.L RonaldJ.Pastu Holding Company Manager Comp.,any Supervision Division .

    ·' .

    1

    . .

  • r

    --·

    7111/2019

    MENU

    For Consumers

    2019·public notices

    July 2019

    Judicial hearings

    Juty 10, 2019 • In re: WellCare Health Insurance Company of Washington, Inc .• and WellCare of Washington; Inc., Proposed Acquisition by Cent~ne Corporation. a new hearing date has been set in this matter for July 30, 2019. To learn more or read the hearing notice, go to the OIC~Hearings Unit webpage for this me,ger/acguisition. 1

    Rulemaking

    NIA

    June 2019

    Judicial hearings

    NIA

    Rulemaking

    NIA

    May ~019

    Judicial hearings

    May 14, 2019 • in re: No. 19-0250.'in the Matter of the Fonn A Application for the Propo~d Acquisition of Control of WellCare Health Plans, Inc., by Centene Corporation, filed with the CIC on May 2, 2019, a hearing was scheduled for May 21, 2019 but has immediately been adjo~med pursuant to RCW 48.04.010(1)(a) and continued. A Case Management Order providing ~eadlines _ for those persons vihose interest may be affected by the Proposed Affiliation undertying Form A was served on the parties on May 14. 2019 and posted to the Administrative Hearings page on the

    ht!,7J~wa.gov1201~ EXHIBIT A TO PASTUCH DECL - Page·1 of 1 113

  • r f'ftlp'J! To:

    This ls o courtesy copy oho emnU bullelia uni by Ron Pastuch.

    This bulletin was seat to lbt following groups or people: Subscribers of Public and heating notices ( 1108 recipien~)

    10ffice oflhe Insurance Commissioner I I

    A hearing will be held on July 30, 2019,'regarding the proposed tro.nsaction involving WellCare Health lnsttranee Company of Washington and WellCare of Wsshingion lO be acquired by Centtm Corporation.

    The Notice orHwing was posted on July 10, 2019. Interested parties who have questions or COncmlS concerning this proceeding sm,uld contact the Hearings Unit paralegal as stated in the Notice of Hearing.

    To~ the Notice of Hearing and docwnents, please visit the Insurance Coirunission~s website i undt!r Administrative Hearings and WellCare Health Plans acquisi1ion by Centene Corporation Docket No. ·19.02so.

    httpS:/lwww.in.swnme.wa.gov/hr:aringslwellcarMleal lh-plans-im:-acquisit i on-centene--corponuion

    STAY CONHEC TEO

    SUBSCRIBER SERVK:cS:

    Manago SW,alq\!Q[JS I lln$umcrfbt!! AA I Sutz,q1bcf HetQ I ----

    EXHIBIT B TO PASTUCH OECL • Page 1 of 3

  • r

    : ---·

    .J

    Washington State .Office of the Insurance Commissioner ... goVDE~IVERYP

    Subject: , I

    Hearing set for WellCare Health Insurance of Washington and Wellcare of Washington acquisition by Ce~tene Corporation

    Sent: 07/11/2019 07:22 AM PDT

    Sent By: [email protected]

    Sent To: Subscribers of Public and hearing notices

    ✓~ Email

    .97%· 1% Pending· 1,108 xa "\·:,; 2% Bounced @ Recipients · xii Z:;·~---- Delivered I 13% Open Rate

    (: .. II • I xl:l .... 0% Click Rate ..... •

    ✓mi RSS

    Email Delivery Stats------------------------.

    ■ o/JUtempted ■ Ciumufativo Attems>ted IOD°k· . . • -

    . ·1000 800/o·

    60%,-

    ........................... ·800

    . - ..... - ... - - - . . . . - - ... --600

    Minutes I

    Cumulative Attempted

    3 99%

    5 99%

    40'Yo· .. - - - ........ - ................ - • .. 400 10 99.%

    2M~" - . - - •. - .• - • - •• - . - - - .... --200 30 99%

    0%' 3

    ·-,----~----~---~~---~-~o S 10 30 60 120

    60 99%

    120 99%

    Delivery Metrics - Details Bulletln Analytics

    1,108 Total Sent 215 Total Opens

    1,080 (97%) Delivered 140 (13%) Unique Opens

    6 (1%) Pending l Total C_licks

    22 (2%) Bounced l (0%) Unique Clicks I

    0 (0%) Un subscribed 12 # of Links

    EXHIBIT B TO PASTUCH OECL • Page 2 of 3 . .../

    .

  • r· .. Delivery and performance These figures represent all data since the bulletin was first sent to present time.

    Progress 11. DeUvered Recipients " Dellvmd Opened Unique

    Ema II Bulletin· Se~ ... 97.5,. 1,108 1.080 l 40 I 1 J.OW.

    Dlge~ ft/a ft/a 0 0 0 I O.Cfl,L

    SMS Message. Oellvere-d O.O'M, 0 0 n/a

    Unk URL

    http://public.govdelivery.comJaccountsJWAOICJsubscribers/n ••.

    https://public.govdelivery.com/accounts/WAOIC/subscriber/new

    http://WwW.insurance.wa.gov7utm_content=&utm_medlum= .. .

    http://Www.insurance.wa.gov/connect•with•uS/7utm_content .. .

    httr;,s://tWitter.comJWA_OIC?ut:m_contenta&utm_medium=e •..

    https ://subscriberhelp.gran lcus.com/?utm_ content= &utm_m .. .

    https://public.govdelivery.com/accounts/WAOIC/subscriber/o .. .

    https:1/subscriberhelp.govdelivery.com/

    https://insta gram.com/Wa _ oic/7utm_ content=&utm _medium .. .

    http://facebcok.com/Wsolc?utm_content=&utm_medium=em .. . \.

    http://public.govdelivery.com/accounts/WAOIC/subscriber/new

    https://content.govdelivery.com/accountsJWAOIC/bulletins/2 ...

    Bounw1/Falled

    22

    0

    0

    Unique Clicks

    1

    0

    0

    0 ,.

    0

    0

    0

    0

    .o 0

    0

    0

    U~bti

    ol

    0

    nta

    . Total ; Clicks

    l

    0

    0

    0

    0

    0 ,

    0

    0

    0

    0

    0

    0

    EXHIBIT B TO PASTUCH DECL • Page 3'of 3

    r

  • ,I

    CERTIFICATE OF MAIUNG

    ' The undersigned certifies under the penalty of perjwy under the laws of the statJ of

    Washinotnn that I am now and at all times herein mentioned, a citizen of the United States a i,- I t resident of the state of Washington, over the age of eighteeri years, not a party to or interested in

    • I

    the above•entitled action, and competent to be a witness herein. , • I

    On me date given below I caused to be served the foregoing Declaration of Ronald J. I

    Pastuch and corresponding Exhibits A & B, on the following individuals in the maruter shown: , • I

    Via Email and Hand Delivery on 71/ 1119

    OIC Hearings Unit Julia Eisentrout. Presiding Officer 5000 Capitol Blvd. SE, 2ad Floor Tumwater, WA 9850 I hearingsu@oic. wa.ggy

    Via Email and by depositing.in the U.S. maU via state Co,;solidated Mail Service with propupostageaffuedon 1//1/19:

    For Centene Cprpomtion:

    Keith H. Williamson, Esq. ·Centene Corporation , 7700 Forsyth Blvd. SL Louis, MO 63105 [email protected]

    Chris Koster, Senior VP Corporate Services Christopher.A. Kostert'@cmrene.com

    Todd E. Freed, Cheryl Sunevic:h Skadd~ Arps, Slate., Meagher & Flom LLP Four Times Square New York, New York 10036 Todd.freed@skadden,cgm Cheryl. B une\[email protected]

    CERTIFICATE OF MAD.JNO OOCK£T NO. 19-0250

    LA-1601970

    Jlia Email and by depositing in the U.S. mail via state Consolidattd Mail Strvice with

    • I

    proper po.s1age affixed on 71/ 2119: , • I

    For Wel/Cg_re Health Insurance Company Q,f Wa.shington, Inc., & Wei/Care Q/ Washington, IM..;_ I

    Ashlee Knuckcy & Timothy Farber Locke Lord LLC 111 South Wacker Drive, Ste 4100 Chicago, lL 60606 [email protected] 1 [email protected]

    Anal Hakim Executive VP I General Counsel and s~ WellCare Health Plan, Inc. , 873S Henderson Rd., Renaissance One Tampa, FL 33634 anat. haki mlalwel I care.com

    Kirkland & Ellis LLP Sarkis Jebejian, Michael Brueck, Keri Schick Norton 601 Lexington Avenue New York, NY 10022 Seri

  • ,.

    fNCentene {continued):

    Jeffrey L. Gingold, Esq. Gingold Law Finnt PLLC 400 Harborview Drive SE, Ste. 237 Bainbridge Island, WA 98110-2467 [email protected]

    For Wei/Care. el pl fcontir,uedl;

    Rachelle Sico Kumarie S. Jagnarain WellCare Health Plan, Inc. 8735 Hendmon Rd Tampa, FL 33634 rachelle.sic:[email protected] [email protected]

    ' I

    ;11.v Dated this \'"Z day of July, 20 I 9, in Tumwater, Washington .

    Dawn Krech Paralegal·

    • I'

    Legsl Affairs Division

    CEltTIFICA TE OF MAD..ING DOCKET NO. 19-0250

    LA- 1601970

    2 State of Washington 1 Office of Insurance Commissioner POBox402SS Olympia, WA 98S04-02S5

    ,, ' I I

    I

    Filing Cover sheet - Admitted Exhibit - Amended Exhibit 1 - 07-30-19OIC Witness List and Exhibit List - Exhibit 1 - Amended - admitted at hearing on 07-30-19