Please take notice that the Utah Insurance Commissioner has received an application from Steward Health Care System LLC (“Steward”), a Delaware limited liability company, to acquire control of Health Choice Utah, Inc. (“Health Choice”), a Utah health maintenance organization and indirect, wholly-owned subsidiary of, and controlled by, IASIS Healthcare Corporation (“IASIS”). The acquisition of control will be accomplished in a reverse triangular merger in which IASIS will become a wholly-owned direct subsidiary of Steward, and thus the result of the transaction will be that the Steward will indirectly control Health Choice.
Pursuant to Utah Insurance Code § 31A-16-103, the acquisition of control of a Utah domestic insurer or health maintenance organization requires a public hearing before the Utah Insurance Commissioner. The public and all policyholders, enrollees, providers and other affected persons are hereby notified that a public hearing will be held regarding the acquisition of control of Health Choice by Steward on September 22, 2017 at 2:00 p.m. in Room 3110 of the Utah State Office Building, 350 North State Street, Salt Lake City, Utah 84114. During the hearing, the Utah Insurance Commissioner, or his designee, will receive evidence, testimony and oral and written arguments regarding the following issues:
- Whether, after the acquisition of control, Health Choice would not be able to satisfy the requirements for the issuance of a license to write the line or lines of insurance for which it is presently licensed;
- Whether the effect of the acquisition of control would substantially lessen competition in insurance in Utah or tend to create a monopoly in insurance;
- Whether the financial condition of Steward would jeopardize the financial stability of Health Choice or prejudice the interest of its policyholders or any remaining securityholders who are unaffiliated with Steward;
- Whether the terms of the acquisition are unfair and unreasonable to the securityholders of Health Choice;
- Whether the plans or proposals Steward (if any) has to liquidate Health Choice, sell its assets, or consolidate or merge it with any person, or to make any other material change in its business or corporate structure or management, are unfair and unreasonable to the policyholders of Health Choice and are not in the public interest; and
- Whether the competence, experience and integrity of those persons who would control the operation of Health Choice are such that it would not be in the interest of the policyholders of Health Choice and the public to permit the merger or other acquisition of control.
See Utah Ins. Code § 31A-16-103(8).
ANY ENROLLEE, PROVIDER OR OTHER AFFECTED PERSON IS ENTITLED TO PARTICIPATE IN THE PUBLIC HEARING AND MAY RECEIVE A SUMMARY OF THE STEWARD APPLICATION OR OTHER NON-CONFIDENTIAL MATERIALS ON FILE WITH THE COMMISSIONER BY SENDING A REQUEST IN WRITING AND A COPYING FEE OF $.25/PAGE TO:
Locke Lord LLP
Attn: Tim Farber
111 S. Wacker Drive
Chicago, IL 60606
ALTERNATIVELY, ARRANGEMENTS TO REVIEW A COPY OF THE NON-CONFIDENTIAL FORM A APPLICATION MATERIALS MAY BE MADE BY CALLING ERIC C. SHOWGREN AT (801) 537-9174.
IF YOU WISH TO PARTICIPATE IN THE PUBLIC HEARING OR ANY PROCEEDINGS PRELIMINARY TO THE PUBLIC HEARING, YOU MUST NOTIFY THE COMMISSIONER IN WRITING NO LATER THAN THREE CALENDAR DAYS PRIOR TO THE HEARING THAT YOU WANT TO PARTICIPATE. FAILURE TO DO SO MAY AFFECT YOUR PARTICIPATION.
Dated this 15th day of September, 2017
Brett J. Barratt, Deputy Commissioner
Todd E. Kiser
Utah Insurance Commissioner
The call-in number for the hearing is: 1-877-820-7831; passcode 827555#. If you wish to participate in the public hearing or any proceedings preliminary to the public hearing, you must notify the commissioner in writing no later than three calendar days prior to the hearing that you want to participate. Failure to do so may affect your participation.