Acquisition of ATRIO Health Plans, Inc. by Atrio Holding Company, LLC c/o Chicago Pacific Founders

Notice of Public Hearing

Before the Insurance Commissioner
of the State of Oregon
Department of Consumer and Business Services

In the matter of the Acquisition of Control of ATRIO Health Plans, Inc., by Atrio Holding Company, LLC c/o Chicago Pacific Founders

ATRIO Health Plans, Inc. (the “Domestic Insurer”) is an Oregon-domiciled insurance company and is engaged in the business of providing Medicare Advantage plans as an insurer to individuals located in Douglas, Josephine, Jackson, Klamath, Marion and Polk counties in the State of Oregon. Atrio Holding Company, LLC (“Parent”) is a Delaware limited liability company formed by Chicago Pacific Capital, L.P. (the “Sponsor”) to be an indirect holding company of the Domestic Insurer.

Parent formed, as its wholly-owned subsidiary, Atrio Acquisition Corporation, a Delaware corporation (“Buyer”), for the purpose of acquiring 100% of the equity interests of the Domestic Insurer pursuant to a Stock Purchase Agreement, dated as of December 6, 2018 (the “Purchase Agreement”), by and among the Domestic Insurer, Buyer, and the current shareholders of the Domestic Insurer, (i) Cascade Comprehensive Care, Inc., an Oregon corporation (“Cascade”), (ii) Marion Polk Community Health Plan Advantage, Inc., an Oregon corporation (“MPCHPA”), and (iii) Umpqua Health, LLC, an Oregon limited liability company (“Umpqua” and together with Cascade and MPCHPA, each a “Seller” and collectively, “Sellers”).

Pursuant to the Purchase Agreement, each Seller will receive a combination of cash and/or equity in Parent.

The purpose of the hearing is to to allow the public to learn more about the transaction and for the Department of Consumer and Business Services of the State of Oregon to accept public comment on the proposed transaction.

A copy of the Form A filed by Atrio Holding Company, LLC describing the transaction is available on the Insurance Division's web site at the following link:
https://stage-dfr.oregon.gov/business/reg/insurer/mergers/Documents/atrio-cpf/atrio-atrioholding-chicagopacific-form-a1a.pdf

If you wish to provide public comment, you may do so at the hearing or  you may provide public comment in writing until 5:00 p.m. on Wednesday June 12, 2019. Written comments should be emailed to  FormAATRIO.INS@oregon.gov or by mail to Oregon Department of Consumer and Business Services, Division of Financial Regulation, ATTN: ATRIO Form A, P.O. Box 14480, Salem, OR 97309-0405.