In re Blue Cross Blue Shield Antitrust Litigation (225 F. Supp. 3d 1269, 2016)

MEMORANDUM OPINION

This document relates to both tracks

R. DAVID PROCTOR, UNITED STATES DISTRICT JUDGE

1. Introduction

This case is before the court on five Motions to Dismiss (e.g., Docs. #208, 210, 211, 212, 213, Case No. 2:12-cv-02169-RDP) that have been filed by nine of the thirty-eight Defendant Blue Plans (collectively referred to as “Moving Defendants”). In their motions, these nine Defendants contest personal jurisdiction over them with respect to the actions filed in the Northern District of Alabama (“Northern District”) and contend venue is improper in the Northern District for these actions. The other twenty-nine Blues have not challenged personal jurisdiction or venue. The motions are fully briefed. (See, e.g., Docs. # 209-13, 218, 220-22, 227, Case No. 2:12-cv-02169-RDP; Docs. #369, 374-77, Case No. 2:12-cv-02532-RDP). After careful review, and with the benefit of oral argument from the parties, the court concludes that Moving Defendants’ motions to dismiss are due to be denied.

II. Relevant Factual Allegations from Provider Plaintiffs’ and Subscriber Plaintiffs’ Master Complaints

In their operative complaint, Provider Plaintiffs assert several grounds for the court’s personal jurisdiction over Defendants. (Doc. # 236 at ¶¶ 12-13, Case No. 2:13-cv-20000-RDP). First, they claim that Defendants are subject to the court’s personal jurisdiction under Section 12 of the Clayton Act because they “transact business in this [district.” (Id. at ¶ 13). Second, they contend that the court may exercise personal jurisdiction over Defendants under the conspiracy theory of jurisdiction because (1) Defendants have participated in a conspiracy, and (2) at least one co-conspirator, Blue Cross and Blue Shield of Alabama (“BCBS-AL”), has committed overt acts in furtherance of the conspiracy within Alabama. (Id. at ¶¶ 12-13). Third, they claim that all Defendants have maintained minimum contacts with Alabama by paying health care entities and individuals that provide services within Alabama. (Id. at ¶ 13).

In their consolidated complaint, Provider Plaintiffs allege that Defendants have violated various federal and state competition laws, including the Sherman Act, by agreeing to allocate geographic service areas between Blue Cross and Blue Shield entities (or plans) (“Blue Plans”), fix prices for certain products and services available from health care providers, and boycott all health care providers who reside outside of a Blue Plan’s allocated geographic service area. (See, e.g., id. at ¶¶ 4, 169, 229). Specifically, they allege that in September 1982 the Board of Directors for the Blue Cross Blue Shield Association (“BCBSA” or “Association”) adopted a Long Term Business Strategy, through which “Defendants agreed not to compete with each other.” (Id. at 11187). The Blue Plans agreed to “centralize the ownership of their trademarks and trade names” and to ensure that by the end of 1985 “each state would only have one Blue [Plan].” (Id. at ¶¶ 188-89).

According to Provider Plaintiffs, all of the Blue Plan Defendants (including Moving Defendants) held a series of meetings in 1987, during which they agreed to sell insurance under the Blue Cross and Blue Shield trademarks in exclusive geographic service areas. (Id. at ¶ 190). Thereafter, each Blue Plan entered into Blue Cross License Agreements and Blue Shield License Agreements (collectively referred to as “License Agreements”) with the Association. (Id. at ¶ 192). These License Agreements prevent a Blue Plan or its subsidiaries from competing under the Blue Cross and Blue Shield trademarks outside of a designated geographic service area. (Id. at ¶ 196). Moreover, the License Agreements dictate that the entity owning a Blue Plan for a certain geographic service area must obtain at least 80 percent of its annual revenue generated within that designated service area from services offered under the Blue Cross and Blue Shield trademarks. (Id. at ¶ 197).

Additionally, the License Agreements mandate that Blue Plans participate in various BCBSA national programs, including the BlueCard Program and the National Accounts Program. (Id. at ¶ 229). Pursuant to the National Accounts Program, Blue Plans agree, with limited exceptions, not to solicit services from or contract with health care providers outside of their designated geographic service areas. (Id. at ¶230). If a Blue Plan’s member requires health care services while he or she is outside of the Blue Plan’s geographic service area, the BlueCard Program allows that member to receive health care services from a provider who has a contract with the Blue Plan that controls that geographic service area. (See id. at ¶231). When a health care provider serves a member of a Blue Plan from another geographic service area, the provider submits a claim to the Blue Plan within that geographic service area (called the Host Plan). (Id. at ¶ 236). The Host Plan “prices [the claim] according to contracted provider agreements, then sends an electronic submission” to the member’s out-of-area Blue Plan (called the Home Plan). (Id.). The Home Plan reviews the submitted claim from the Host Plan and sends a disposition to the Host Plan, which is responsible for reimbursing the health care provider. (Id.).

Provider Plaintiffs allege that BCBS-AL is the thirteenth largest health insurer in the nation and that it would likely offer health care financing in regions other than the state of Alabama but for the territorial restrictions in the License Agreements. (Id. at ¶ 141). According to Provider Plaintiffs, BCBS-AL has market power throughout Alabama in the health care financing market, with an 86 percent market share in the entire state. (Id. at ¶ 259). They claim that BCBS-AL’s reimbursement rates for primary care physicians are so low that many primary care physicians retire because it is not worthwhile for them to continue practicing medicine. (Id. at ¶326). Moreover, BCBS-AL prohibits providers from offering similar price terms to other health care insurers. (Id. at ¶ 340). Accordingly, “competition in the state of Alabama has been and continues to be harmed in that the other 36 Blue[ ] [Plans] agree not to enter the Alabama market to complete with Blue Cross Blue Shield of Alabama[,] no matter the circumstances.” (Id. at ¶ 346).

Plaintiffs allege that, on at least one occasion, BCBS-AL enforced this price fixing conspiracy against an Alabama hospital when the hospital billed a higher rate to another Blue Plan. According to Provider Plaintiffs’ complaint:

[W]hen a hospital in east Alabama billed other Defendant Blues directly for their subscribers, those Blues, including Blue Cross of Minnesota[,] paid for those services at the rates that it normally pays, which are higher than the rates paid by Blue Cross of Alabama. When Blue Cross of Alabama learned of those payments, it then recouped the difference between those higher rates and the Blue Cross of Alabama rates from payments due for services for Blue Cross of Alabama subscribers. Based on information and belief, Plaintiffs allege that Blue Cross of Alabama and the other Blues divided the funds recouped under the procedures established by the Defendant Blues.

(Id. at ¶ 234).

In their operative complaint, Subscriber Plaintiffs point to several grounds upon which this court may assert personal jurisdiction over Defendants. First, Subscriber Plaintiffs rely on Section 12 of the Clayton Act. (Doc. # 244 at ¶ 12A, Case No. 2:13-cv-20000-RDP). Second, they rely on the conspiracy theory of personal jurisdiction because Defendants participated in a conspiracy that injured subscribers in Alabama, and overt.acts were committed to further the conspiracy in Alabama. (See id, at ¶ 12A(a)). Third, they contend that Defendants have maintained minimum contacts with Alabama because Defendants have either (1) committed intentional acts that were intended to cause harm in Alabama and actually caused harm in Alar bama, or (2) committed intentional acts that they knew were likely to cause injury within Alabama. (See id. at ¶ 12A(b)-(c)). Fourth, they allege that Defendants have maintained minimum contacts with Alabama because they have members in Alabama or they transact business within Alabama. (See id. at ¶ 12A(f)).

With regard to the conspiracies alleged in these cases, Subscriber Plaintiffs contend that in 1982 the Association became the sole owner of the Blue Cross and Blue Shield trademarks after the Blue Cross Association and the Blue Shield Association merged. (Id. at ¶ 324). According to Subscriber Plaintiffs, BCBSA is actually controlled by the Blue Plans, and its rules and regulations are actually horizontal agreements between the Blue Plans. (Id. at ¶344). Through the License Agreements, membership guidelines, and membership standards, the Blue Plans have conspired with each other “to divide the geographic market for health insurance.” (Id. at ¶¶ 350-51). Defendants’ agreement to allocate geographic markets has resulted in the following harms to the residents of Alabama: (1) a reduction of health insurance companies competing with BCBSAL for business; (2) unreasonable limitations on entering the Alabama health insurance market; (3) the maintenance and enlargement of BCBS-AL’s market power; (4) supra-competitive premiums; and (5) the deprivation of “benefits of free and open competition,” including the deprivation of access to a market whose prices have been established in the absence of non-price restraints on competition. (Id. at ¶¶ 571, 573).

In addition, Provider Plaintiffs allege that BCBS-AL is licensed to use the Blue Cross and Blue Shield trademarks and has agreed to conduct business under those .brands only in Alabama. (Id. at.¶415). They claim that BCBS-AL has at least a 90 percent market share in the individual health insurance market and at least a 97 percent market share in the small group health insurance market. (Id.). Moreover, they assert that BCBS-AL has used its market power to charge supra-competitive premiums to individuals and small groups that purchased health insurance. (Id. at 1418). For example, it increased individual premiums by more than 17 percent in 2010. (Id. at ¶ 419).

Provider Plaintiffs also contend that venue is proper in this court for two reasons. First, venue is proper under Section 12 of the Clayton Act because Defendants “transact business” in the Northern District of Alabama. (Doc. # 236 at ¶ 14, Case No. 2:13-cv-20000-RDP). Second, venue is proper under 28 U.S.C. § 1391 because a significant part of the events, acts, and omissions resulting in this action occurred in the Northern District. (Id.).

III. Record Evidence Concerning Personal Jurisdiction and Venue

A. Common Jurisdictional Facts

Through their submitted affidavits, Moving Defendants have presented the following common evidence regarding particular contacts they lack with the state of Alabama. First, none of the Moving Defendants are registered in Alabama or licensed to do business in Alabama. Second, none maintain an office in Alabama or the Northern District. Third, none have an employee based in Alabama. Fourth, none direct marketing activities towards potential insurance customers in Alabama, solicit business from individual residents of Alabama, or solicit business from companies headquartered in Alabama.

Eight of the nine Moving Defendants own no real property in the state of Alabama. Likewise, eight of the nine Moving Defendants have no telephone number or mailing address in Alabama. Moreover, eight of the nine Moving Defendants do not maintain a bank account in Alabama. Finally, seven of the nine Moving Defendants have stated that they do not issue insurance policies or contracts in Alabama.

B. Blue Cross & Blue Shield of Mississippi (“BCBS-MS”)

According to a vice president for BCBS-MS, it is a Mississippi corporation whose principal place of business is in Mississippi. (Doc. # 122, Ex. A at 1, Case No. 2:13-cv-20000-RDP). As of December 31, 2012, 4,198 BCBS-MS members resided in Alabama and 1,840 BCBS-MS members resided in the Northern District in particular as of that date. (Doc. # 177, Ex. A at 2, Case No. 2:13-cv-20000-RDP). Approximately 8,000 BCBS-MS members “received covered services through the Blue-Card program from providers located in the state of Alabama in 2012.” (Id.). Of the BCBS-MS members who received covered services in Alabama, 3,740 of them received those services from providers located in the Northern District. (Id.). Accordingly, less than one percent of BCBS-MS’s membership resided in the Northern District in 2012, and less than one percent of its members received health care services from providers in the Northern District. (See id.). BCBS-MS does not pay income taxes or property taxes in Alabama. (Doc. # 122, Ex. A at 2, Case No. 2:13-cv-20000-RDP).

BCBS-MS has entered into contracts with nine physicians who reside in the Northern District. (Doc. # 256, Ex. 1 at 1, Case No. 2:13-cv-20000-RDP). BCBS-MS did not solicit the physicians’ services; rather, it received unsolicited applications from the physicians who sought to join BCBS-MS’s provider network. (Id. at 2). BCBS-MS allowed these physicians to join its provider network because they operated in a county (in Alabama) that is contiguous to the state of Mississippi. (Id.). BCBS-MS’s corporate representative testified that these providers conducted their “primary business” within Mississippi but have physical offices in a contiguous county to the state of Mississippi. (Doc. # 371, Ex. 37 at 71, Case No. 2:12-cv-02532-RDP).

BCBS-MS offers health insurance to employers with employees who reside outside the state of Mississippi. (Id. at 21). If an employer has employees in other states, including Alabama, BCBS-MS is aware of that fact when it agrees to provide health insurance products to the employer. (Id. at 25). It acts as a host plan for employees who work for employers based in Alabama. (Id. at 39-40). It can determine a subscriber’s location of residence through enrollment information provided by an employer, an initial enrollment form completed by an individual purchasing an insurance plan, or an individual’s address change in the electronic “membership portal.” (Id. at 49-50), It does not issue health insurance to individual applicants who do not reside in Mississippi when they apply. (Id. at 50).

From 2008 to 2013, an average of 4,186 subscribers and 7,463 members of BCBS-MS resided in the state of Alabama each year. (See Doc. #218, Ex. 22, Case No. 2:12-ev-02169-RDP (averaging the subscribers and members provided for each calendar year in the chart)). During those years, BCBS-MS received an average of $369,148.83 in premiums per year from Alabama subscribers. (See id.). Health care providers in Alabama submitted an average of 42,077 BlueCard claims to BCBS-MS per year, and BCBS-MS paid an average of $7,369,179.41 per year to settle those claims. (See id.). Moreover, from 2008 to 2013, an average of 1,894 BCBS-MS subscribers and 3,202 BCBS-MS members resided in the Northern District, and BCBS-MS received an average of $189,286.80 per year in premiums from subscribers in the Northern District. (See id.). Health care providers in the Northern District submitted an average of 18,651 BlueCard claims per year to BCBS-MS, and BCBS-MS paid an average, of $2,710,749.23 to settle those claims. (See id.).

BCBS-MS owns a subsidiary, Bluebonnet Life Insurance Company, that conducts business in Alabama and is licensed to sell life insurance in Alabama. (Doc. # 371, Ex. 37 at 67-68, Case No. 2:12-cv-02532-RDP). Currently, Bluebonnet Life Insurance Company does not actively sell or market life insurance to groups or individuals residing outside of Mississippi. (Id. at 68-69),

C. HealthNow New York, Inc., d/b/a BlueCross BlueShield of Western New York and BlueShield of Northeastern New York (“Health-Now”)

HealthNow is a nonprofit corporation that is incorporated in New York and has its principal place of business in New York. (Doc. # 211, Ex. 4 at 1, Case No. 2:12-cv-02169-RDP). HealthNow’s manager of national accounts has averred that, from 2013 to June 2016, HealthNow did not file tax returns or pay taxes in Alabama. (Id. at 2). From 2013 to 2016, an average of 2,084 HealthNow members resided in Alabama per year, and an average of 1,027 of those members resided in the Northern District. (Id. at 3). According to HealthNow’s affidavit, approximately 0.4 percent of its members resided in Alabama during those years, and approximately 0.2 percent resided in the Northern District. (See id.). On average, during a four year period referenced in HealthNow’s supplemental affidavit, it received $2,850,465 per year in premiums from its members in Alabama and an average of $902,248 per year in premiums from its members in the Northern District. (Doc. # 220, Ex. 4 at 2, Case No. 2:12-cv-02169-RDP).

From 2012 to 2015, an average of 2,254 HealthNow members each year received health care services in Alabama through the BlueCard Program. (Doc. # 211, Ex. 4 at 3, Case No. 2:12-cv-02169-RDP). An average of 1,741 members each year received health care services in the Northern District. (Id.). Thus, less than one percent of HealthNow’s total membership received health care services in Alabama or the Northern District. (See id. at 4). To settle providers’ BlueCard claims, HealthNow paid an average of $4,333,427 per year to providers in Alabama, of which an average of $2,707,830 per year was paid to providers in the Northern District. (Doc. # 220, Ex. 3 at 3, Case No. 2:12-cv-02169-RDP).

D. Capital BlueCross (“Capital”)

Capital “is a Pennsylvania hospital plan corporation.” (Doc. # 213, Ex. 1 at 1, Case No. 2:12-cv-02169-RDP). According to a Capital paralegal, Capital only issues individual health insurance plans for individuals who reside in 21 counties within Pennsylvania and group health insurance plans for employers who are headquartered or have a “corporate presence within Capital’s 21-county service area.” (Id. at 2). Capital’s insurance policies are issued in Pennsylvania, governed by Pennsylvania law, and contain forum selection clauses that require disputes to be handled by courts located in Dauphin County, Pennsylvania. (Id. at 2-3). Capital does not contract with medical providers in Alabama. (Id. at 3).

As of April 2015, Capital has 245 subscribers and 587 members who reside in Alabama. (Id.). Of those subscribers and members, 148 subscribers and 386 members reside in the Northern District. (Id. at 3-4). According to Capital, “approximately 0.080% of [its] members” reside in the state of Alabama, and “approximately 0.053%” of its members reside in the Northern District. (Id. at 4).

Capital’s affiant has asserted that it “derives no revenue from its activities” in Alabama. (Id. at 3). In 2012, it paid $2,074,988.83 to settle BlueCard claims arising from health care services provided in Alabama. (Id. at 4). During the first eight months of 2013, Capital received 8,888 claims from Alabama-based providers of health care services and paid $2,375,717.59 to settle those claims. (See Doc. #218, Ex. 24, Case No. 2:12-cv-02169-RDP). Of those claims, 6,645 claims came from providers based in the Northern District, for which Capital paid $2,061,697.57. (See id.). During those eight months, Capital obtained approximately $720,859.26 in premiums and $149,405.57 in administrative fees from subscribers residing in Alabama. (Id. at 2).

Capital offers group insurance plans to employers with employees who reside outside of Capital’s geographic service area. (Doc. # 218, Ex. 6 at 27-28, Case No. 2:12-cv-02169-RDP). According to Capital’s corporate representative, Capital is aware that some of its subscribers live and work outside of its geographic service area. (Id. at 33). Having said that, if an insurance group has between one and one hundred members, Capital requires that at least twenty-five percent of the employer’s enrolling subscribers reside within Capital’s geographic service area. (Id. at 34-35). For small and midsize group plans, Capital is aware of where subscribing employees reside before it issues insurance coverage because enrollment applications must include an employee’s residential address. (Id. at 42-43). For large group plans, Capital is aware of the subscribers’ residential locations at the time that the group plan is formed because the employees’ residential addresses are submitted in order for Capital to produce an “experience-rated” quote. (Id. at 44).

E. Blue Cross Blue Shield of Arizona (“BCBS-AZ”)

BCBS-AZ is an Arizona corporation whose principal place of business is in Arizona. (Doc. # 211, Ex. 1 at 1, Case No. 2:12-cv-02169-RDP). According to BCBS-AZ’s corporate ombudsman, from 2013 to 2015, an average of 474 BCBS-AZ members resided in Alabama each year; of those members, an average of 266 resided in the Northern District. (Id. at 3). Additionally, from 2012 to 2016, an average of 530 BCBS-AZ members received health care services in Alabama per year, and an average of 411 of those members received medical services in the Northern District. (Id.). From 2012 to 2015, BCBS-AZ collected an average of $427,064 per year in premiums from its subscribers in Alabama, including an average of $234,976 per year in premiums from subscribers in this district. (Doc. #220, Ex. 1 at 2, Case No. 2:12-cv-02169-RDP). From 2013 to 2015, BCBS-AZ paid an average of $1,967,555 per year to settle claims submitted by Alabama providers through the BlueCard Program. (Id. at 2-3). And BCBS-AZ paid an average of $1,550,888 per year to providers in the Northern District. (Id.).

A corporate representative for BCBS-AZ acknowledged that it is able to provide health insurance to employees who reside outside of Arizona if them employer is based in Arizona, unless the employee resides in Washington or Mississippi. (Doc. # 218, Ex. 7 at 21-22, Case No. 2:12-cv-02169-RDP). BCBS-AZ cannot “transact insurance” in Washington or Mississippi due to license requirements in those states. (Id. at 22). When an employer seeks to purchase health insurance from BCBS-AZ, BCBS-AZ requests that the employer provide residency information about its employees so that it can produce an accurate quote. (Id. at 40-41). BCBS-AZ stores residency information about its subscribers in a database. (Id. at 41).

F. Noridian Mutual Insurance Company, d/b/a/ Blue Cross Blue Shield of North Dakota (“BCBS-ND”)

BCBS-ND is a North Dakota company whose principal place of business is in North Dakota. (Doc. #211, Ex. 5 at 1, Case No. 2:12-cv-02169-RDP). According to a vice president’s affidavit, BCBS-ND has not entered into a contractual relationship with a health care provider in Alabama. (Id. at 2). It has not filed tax returns or paid taxes in Alabama. (Id.).

From 2013 to 2016, an average of 364 BCBS-ND members resided in Alabama each year. (Id. at 3). Of these members, an average of 306 resided in the Northern District. (Id.). From 2012 to 2015, BCBS-ND collected an average of $748,299 per year in premiums from its members in Alabama. (Doc. # 220, Ex. 5 at 2, Case No. 2:12-cv-02169-RDP). Its members in the Northern District paid an average of $599,361 per year in premiums. (Id.).

Moreover, from 2012 to 2015, an average of 760 BCBS-ND members received health care services from Alabama providers through the BlueCard Program each year. (Doc. #211, Ex. 5 at 3, Case No. 2:12-cv-02169-RDP). Of these members, on average, 656 received health care services in the Northern District. (Id,).

BCBS-ND’s corporate representative testified that the company requests the addresses for subscribers if it is producing a quote for a group. (Doc. # 218, Ex. 15 at 22, Case No. 2:12-cv-2169-RDP). Therefore, it sometimes knows the residential address of an out-of-state subscriber before issuing insurance coverage to the subscriber. (Id,). For large employers, it might obtain the residential address of potential subscribers “through a census” of the employer. (Id. at 23). However, for small employers, “it’s pretty well understood where [the employees] live.” (Id.),

G. Blue Cross Blue Shield of Kansas (“BCBS-KS”)

BCBS-KS is a Kansas corporation whose principal place of business is in Kansas. (Doc. # 211, Ex. 2 at 1, Case No. 2:12-cv-02169-RDP). From 2013 to 2016, an average of 149 BCBS-KS members resided in Alabama. (Id. at 3). Unlike the other Moving Defendants, BCBS-KS has averred that it cannot calculate the monetary amount of premiums that it has received from its members in Alabama or its members in the Northern District because the company collects lump-sum premium payments from its group subscribers. (Doc. # 220, Ex. 2 at 2, Case No. 2:12-cv-02169-RDP).

From 2012 to 2015, an average of 369 BCBS-KS members received health care services each year in Alabama through the BlueCard Program. (Doc. #211, Ex. 2 at 3, Case No. 2:12-cv-02169-RDP). Of these members, approximately 321 each year received health care services in the Northern District. (Id.). During those years, BCBS-KS paid an average of $654,261 per year to settle BlueCard claims from health care providers located in Alabama, (Doc. # 220, Ex. 2 at 2, Case No. 2:12-cv-02169-RDP). And it paid approximately $553,266 per year for claims from providers located in this district. (Id.).

BCBS-KS’s corporate representative confirmed that it receives census forms from employers seeking to insure more than 50 employees. (Doc. #218, Ex. 4 at 39, Case No. 2:12-cv-02169-RDP). Its census forms require the employer to provide a residential address for each employee. (Id.).

H. Excellus BlueCross BlueShield (“Excellus”)

Excellus is a New York corporation whose principal place of business is in New York. (Doc. #212, Ex. G at 1, Case No. 2:12-cv-02169-RDP). According to Excel-lus’s vice president of sales, at the end of 2013, Excellus had 137 subscribers in the Northern District. (Doc. #212, Ex. H, Case No. 2:12-cv-02169-RDP). In 2013, Excellus obtained approximately $109,000 in premiums from its subscribers in the Northern District. Excellus’s vice president of claims has averred that it paid $949,429.95 to providers in the Northern District for claims submitted in 2013. (Id., Ex. I). And Excellus’s counsel has also averred that the 2013 data from Excellus fairly represents its contacts with the Northern District. (Doc. # 369, Ex. 27 at 1, Case No. 2:12-cv-02532-RDP) (“Excellus ... has no reason to believe that 2013 is not representative of the several years pri- or or since[.]”). According to Excellus’s director of contract negotiations, it currently has no contracts with health care providers in Alabama. (Doc. # 212, Ex. E, Case No. 2:12-cv-02169-RDP).

Exeellus’s corporate representative confirmed that it receives information about the geographic location of a group’s employees during the application process through a census. (Doc. #218, Ex. 8 at 103, Case No. 2:12-cv-02169-RDP). The representative did not know how Excellus stored residential information about its subscribers. (See id). The representative also was unaware of how many Excellus subscribers lived in Alabama or the Northern District. (Id at 104).

I. Blue Cross Blue Shield of Wyoming (“BCBS-WY”)

BCBS-WY is a Wyoming company whose principal place of business is in Wyoming. (Doc. #211, Ex. 3 at 1, Case No. 2:12-cv-02169-RDP). BCBS-WY has filed tax returns in Alabama for income that it derived from a partnership. (Id at 2). Its affiant did not state how much income BCBS-WY derived from that partnership, but he noted that the income from this partnership constituted less than 0.01 percent of BCBS-WY’s total income per year. (Id). BCBS-WY has contracted with one laboratory located in the Northern District. (Id), But its affiant does not state how much business BCBS-WY conducted with that laboratory. (See id). According to a corporate representative, the laboratory, LabCorp, is headquartered in Alabama but has laboratories throughout the nation, including laboratories in Wyoming. (Doc. #218, Ex. 9 at 54-55, Case No. 2:12-cv-02169-RDP).

From 2013 to 2016, an average of 12 BCBS-WY members resided in Alabama each year, and approximately 4 of those members resided in the Northern District. (Id at 3). From 2012 to 2015, BCBS-WY collected an average of $40,936 per year in premiums from its members in Alabama. (Doc. # 220, Ex. 3 at 2, Case No. 2:12-ev-02169-RDP). And it collected an average of $12,508 per year in premiums from its members in the Northern District. (Id).

From 2012 to 2015, an average of 386 BCBS-WY members received health care services in Alabama through the BlueCard Program each year; of those members, an average of 343 received health care services each year in the Northern District. (Id at 3). On average, BCBS-WY paid $94,411 per year to settle claims from providers in Alabama through the BlueCard Program, and it paid $86,708 per year to settle claims from providers in this district. (Id).

BCBS-WY’s corporate representative asserted that it is not a control plan for a national account. (Doc. # 218, Ex. 9 at 65, Case No. 2:12-cv-02169-RDP). In most circumstances, BCBS-WY requires that a majority of a group plan’s employees must live in Wyoming in order for it to issue health insurance to that group. (See id at 26-27).

J. Triple-S Salud (“Triple-S”)

According to an associate general counsel for Triple-S Management, Triple-S is licensed to conduct business in Puerto Rico and the U.S. Virgin Islands. (Doc. #210, Ex. 1 at 1, Case No. 2:12-cv-02169-RDP). For the years 2008 to 2015, Triple-S had a maximum of 4 members reside in Alabama and a maximum of 3 members that resided in the Northern District. (Id). As of March 31, 2016, two Triple-S members reside in Alabama. (Id). Fifteen (15) Triple-S members received healthcare services in Alabama from January 2015 to March 2016 through the BlueCard Program. (Id at 2). In 2012, Triple-S received 781 claims from Alabama providers through the BlueCard Program. (Doc. #369 at 9 & n. 25, Case No. 2:12-cv-02532-RDP). From 2011 to 2015, Triple-S obtained approximately $42,360 in premiums from ten different Alabama subscribers. (Doc. # 218, Ex. 28, Case No. 2:12-cv-02169-RDP).

From 2008 to 2010, Triple-S paid approximately $735,000 to ActekSoft, a Birmingham-based firm that produces software for the insurance and health care payer markets. (Doc. # 218, Ex. 27 at 4, Case No. 2:12-cv-02169-RDP). See also Lauren B. Cooper, California Firm Buys Birmingham’s ActekSoft, Birmingham Business Journal (Feb. 10, 2010, 12:17 PM), http://www.bizjournals.com/ birmmgham/stories/2010/02/08/dailyl6. html. Triple-S regularly paid ActekSoft several times each year. (See Doc. # 218, Ex. 27 at 4, Case No. 2:12-cv-02169-RDP). Also, Triple-S paid BECPR, Inc. $5,000 in September 2010 and $10,000 in January 2011 for professional consulting services. (Id. at 5-6).

According to Triple-S’s corporate representative, it does not know how many members live in Alabama because it relies on members to self-report their residences. (Doc. # 371, Ex. 7 at 40-41, Case No. 2:12-cv-02532-RDP), But the representative provided inconsistent answers when asked whether Triple-S receives information about the geographic location of out-of-territory subscribers before it issues health insurance to an employer headquartered in Puerto Rico. On the one hand, when asked whether Triple-S obtains documents from an employer showing the geographic location of its employees “as part of the due diligence for Triple-S providing coverage,” the representative responded that Triple-S receives such documents. (Id. at 127). In addition, the representative testified that employers seeking group health coverage inform Triple-S during negotiations whether they want Triple-S to provide health insurance to employees living outside of Puerto Rico. (Id. at 128). The representative also confirmed that Triple-S could sometimes learn of the geographic location of employees who would be covered by a proposed insurance group through a census of an employer. (Id. at 130). On the other hand, the representative testified that Triple-S clearly informs employers seeking health insurance “that the service area is Puerto Rico.” (Id. at 129-30). And she denied that Triple-S receives written information concerning where potential subscribers reside when it decides whether to issue an insurance contract. (Id, at 131).

K. BlueCard Program

The BlueCard Program allows a member of a Blue Plan to obtain health care services “while traveling or living in another [Blue Plan’s] Service Area” (Doc. # 369, Ex. 36 at 3, Case No. 2:12-cv-02532-RDP). The Program allows á member to receive the benefits provided by their Home Plan while accessing the “provider networks and savings” from the Host Plan. (Id.).

When a member of an out-of-area Blue Plan receives medical services from a health care provider, the provider submits a claim to the local Host Plan, not the member’s Home Plan. (Id. at 5). The Host Plan “validates the provider information and applies its pricing ... using a set of standard pricing methods and rules.” {Id.). The Host Plan must inform the out-of-area Home Plan about the discounts and differentials that it receives from the health care provider. {Id. at 5-6). When a Home Plan receives a BlueCard submission from a Host Plan, the Home Plan reviews the member’s coverage and determines whether the member was eligible to receive the medical services rendered by the provider. {Id. at 6). The Home Plan approves or denies the claim and sends its adjudication to its member. {Id.). Also, it sends a disposition of the claim to the Host Plan, which includes an authorization to pay the provider, standard administrative expense allowances, and any applicable “network access fee.” {Id.). The Host Plan may charge a network access fee for “delivering the benefits of its provider contracts or networks” to an out-of-area Blue Plan. {Id.). According to the Internal Revenue Service, “Access Fees are usually computed as a percentage of the savings between a provider’s standard rate and [the Host Plan’s] contracted rates.” (Id.).

IV. Standard of Review

A Rule 12(b)(2) motion tests the court’s exercise of personal jurisdiction over a defendant. See Fed. R. Civ. P. 12(b)(2). “A plaintiff seeking the exercise of personal jurisdiction over a nonresident defendant bears the initial burden of alleging in the complaint sufficient facts to make out a prima facie case of jurisdiction.” United Techs. Corp. v. Mazer, 556 F.3d 1260, 1274 (11th Cir. 2009); see also Posner v. Essex Ins. Co., 178 F.3d 1209, 1214 (11th Cir. 1999) (“A plaintiff seeking to obtain jurisdiction over a nonresident defendant initially need only allege sufficient facts to make out a prima facie case of jurisdiction.”). If a plaintiff satisfies his initial burden and a defendant then challenges personal jurisdiction by submitting affidavit evidence in objection to personal jurisdiction, the burden traditionally shifts back to the plaintiff to produce evidence supporting jurisdiction. See Meier ex rel. Meier v. Sun International Hotels, Ltd., 288 F.3d 1264, 1269 (11th Cir. 2002); see also Posner, 178 F.3d at 1214 (“The plaintiff bears the burden of proving ‘by affidavit the basis upon which jurisdiction may be obtained’ only if the defendant challenging jurisdiction files ‘affidavits in support of his position.’ ” (citation omitted)). When the issue of personal jurisdiction is decided on the evidence, but without a discretionary hearing, a plaintiff demonstrates a “prima facie ease of personal jurisdiction” by submitting evidence sufficient to defeat a motion made pursuant to Rule 50(a) of the Federal Rules of Civil Procedure. See Snow v. DirecTV, Inc., 450 F.3d 1314, 1317 (11th Cir. 2006). At this evidentiary juncture, the court construes the complaints’ allegations as true if they are uncontro-verted by affidavits or deposition testimony, id. and where there are conflicts, the court “construe[s] all reasonable inferences in favor of the plaintiffs].” Whitney Info. Network, Inc. v. Xcentric Ventures, LLC, 199 Fed.Appx. 738, 741 (11th Cir. 2006) (unpublished) (quoting Meier, 288 F.3d at 1269).

A Rule 12(b)(3) motion tests whether venue is proper in the court selected by a plaintiff. See Fed. R. Civ. P. 12(b)(3). “When venue is challenged by a Rule 12(b)(3) motion, [a] plaintiff has the burden of showing that venue in the forum is proper.” Pritchett v. Paschall Truck Lines, Inc., 714 F.Supp.2d 1171, 1172 (M.D. Ala. 2010). The court must accept the complaint's allegations as true, unless those allegations are contradicted by a defendant’s affidavit testimony. Id. If an allegation in the complaint is challenged, “the court may examine facts outside of the complaint , to determine whether venue is proper” and “may make factual findings necessary to resolve motions to dismiss fox; improper venue.” Id. (quoting Bryant v. Rich, 530 F.3d 1368, 1376 (11th Cir. 2008)).

V. Analysis

Provider Plaintiffs and Subscriber Plaintiffs have provided four possible grounds to justify the court’s- exercise of personal jurisdiction over Moving Defendants. First, according to Plaintiffs, Section-12 of the Clayton Act grants the court personal jurisdiction over Moving Defendants because all Moving Defendants transact business in Alabama and the court’s exercise of personal jurisdiction comports with the Fifth Amendment’s Due Process, Clause. Second, all Moving Defendants are subject to personal jurisdiction under Alabama’s long-arm statute because they are parties to a conspiracy and at least one of their co-conspirators has taken overt acts in furtherance of the conspiracy in Alabama. Third, Alabama’s long-arm statute authorizes personal jurisdiction over . Moving Defendants. because they have established minimum contacts with the state of Alabama, and the court’s exercise of personal jurisdiction comports with the Fourteenth Amendment’s Due Process Clause. Finally, Plaintiffs claim that personal jurisdiction is appropriate under Alabama’s long-arm statute because Moving Defendants have committed an intentional tort and the effects of that tort were aimed towards Alabama.

Additionally, Provider Plaintiffs and Subscriber Plaintiffs argue that venue is proper in this court for two reasons. First, Section 12 of the Clayton Act, in addition to establishing personal jurisdiction in this court, establishes venue in this district because all Moving Defendants transact business within this district. Second, venue is proper in this district under 28 U.S.C. § 1391(b)(2) because a substantial part of the actions giving rise to Defendants’ market allocation conspiracy occurred in this district.•

The court first will address whether Section 12 of the Clayton Act establishes personal jurisdiction and venue in this district under the integrated approach. Then, the court will examine whether it may exercise personal jurisdiction over Moving Defendants under the conspiracy theory of personal jurisdiction. Next, the court will address whether Moving Defendants have established minimum contacts in Alabama by purposefully availing themselves of the privilege of conducting business in this state. Finally, the court will discuss whether venue is proper in this court under 28 U.S.C. § 1391, the general venue statute.

A. The Court May Exercise Personal Jurisdiction Over Moving Defendants Under Section 12 of the Clayton Act Because Venue is Proper in This District Against All Moving Defendants Under Section 12

Provider and Subscriber Plaintiffs both assert that Moving Defendants are subject to the court’s personal jurisdiction because the, actions currently at issue are brought under the antitrust laws and Moving Defendants conduct substantial business within the Northern District of Alabama. (See Doc. # 218 at 8-19, Case No. 2:12-cv-02169-RDP; Doc. # 369 at 3-14, Case No. 2:12-cv-02532-RDP). In challenging this basis for personal jurisdiction and venue, Moving Defendants first argue that they do not conduct substantial business within the Northern District because (1) they do not meet the factors for conducting substantial business in this district, and (2) only a small percentage of their members have resided in this district or received health care services from providers in this district. Second, Moving Defendants assert that the court’s exercise of personal jurisdiction under Section 12 does not comport with their due process rights because it would impose an unreasonable burden on them, the federal interests present in these actions do. not outweigh that burden, and they only have limited and incidental contacts with Alabama.

For the reasons explained below, the court concludes that venue is proper in the Northern District for the claims against all Moving Defendants under Section 12 of the Clayton Act because all Moving Defendants have conducted substantial business in this district. Accordingly, for the following reasons, the court finds that venue is proper in this court under Section 12 of the Clayton Act,'for that reason it may exercise personal jurisdiction over Defendants under Section 12, and that this exercise of personal jurisdiction does not offend the Due Process Clause of the Fifth Amendment.

i) The Relevant Legal Standards

Under Section 12 of the Clayton Act:

Any suit, action, or proceeding under the antitrust laws against a corporation may be brought not only in the judicial district whereof it is an inhabitant, but also in any district wherein it may be found or transacts business; and all process in such cases may be served in the district of which it is an inhabitant, or wherever it may be found.

15 U.S.C. § 22. Section 12 contains both a personal jurisdiction provision and a venue provision for corporate defendants sued under the antitrust laws. KM Enters., Inc. v. Global Traffic Techs., Inc., 725 F.3d 718, 724 (7th Cir. 2013). Venue is appropriate in any district where the corporation (1) is an inhabitant, (2) is found, or (3) transacts business. Id. Section 12’s personal jurisdiction clause “provides for nationwide (indeed, worldwide) service of process and therefore nationwide personal jurisdiction.” Id.

Section 12 of the Clayton Act enlarged the specific antitrust venue provision contained in Section 7 of the Sherman Act, which had permitted plaintiffs to bring an antitrust suit in any district where a corporate defendant could be found or resided. United States v. Scophony Corp. of America, 333 U.S. 795, 804-05, 68 S.Ct. 855, 92 L.Ed. 1091 (1948). Congress enacted Section 12 to “relieve[ ] persons injured through corporate violations of the antitrust laws from the often insuperable obstacle of resorting to distant forums for redress of wrongs done in the places of their business or residence.” Id. at 808, 68 S.Ct. 855 (internal quotation marks omitted). Thus, “Section 12 venue is broader than venue under either the Sherman Act or the general venue statute as it existed in 1914.” KM Enters., 725 F.3d at 730. Nevertheless, although Congress intended for the Clayton Act to provide broader procedural remedies for plaintiffs who had suffered antitrust injuries, “it was ... quite careful in expanding venue, rejecting several broader proposals than the one finally enacted in Section 12.” Daniel v. Am. Bd. of Emergency Medicine, 428 F.3d 408, 425 (2d Cir. 2005) (quoting United States v. National City Lines, 334 U.S. 573, 588, 68 S.Ct. 1169, 92 L.Ed. 1584 (1948)). Instead, “it created specific limits on venue—limits that for many corporations would result in a set of permissible districts much smaller than the entire United States.” KM Enters., 725 F.3d at 730.

In an earlier opinion, the court addressed the ongoing circuit split on the issue of whether the personal jurisdiction and venue clauses of Section 12 must be applied in conjunction or whether a plaintiff can mix and match these clauses with other statutory provisions. In re Blue Cross Blue Shield Antitrust Litigation, 26 F.Supp.3d 1172, 1194-96 (N.D. Ala. 2014). In that opinion, the court noted that the Eleventh Circuit had not addressed (as of the time of the opinion) the circuit split. Id. at 1195. To the court’s knowledge, the Eleventh Circuit still has not addressed this circuit split. In the absence of binding authority, the court adopted the majority “integrated” approach, as best articulated by the Seventh Circuit in its KM Enterprises opinion. Id. at 1196. Thus, “[t]o avail oneself of the privilege of nationwide service of process, a plaintiff must satisfy the venue provisions of Section 12’s first clause. If she wishes to establish venue exclusively through Section 1391, she must establish personal jurisdiction some other way.” KM Enters., 725 F.3d at 730.

Under Section 12, venue is appropriate for an antitrust suit against a corporate defendant in any district where the defendant engages in “any substantial business operations.” Scophony Corp., 333 U.S. at 807, 68 S.Ct. 855. A court must judge whether a defendant transacts substantial business in a district “from the point of view of the average businessman and not in proportion to the sales or revenues of the defendant.” Black v. Acme Markets, Inc., 564 F.2d 681, 687 (5th Cir. 1977). Both purchases by a defendant in a district and sales by a defendant in a district are considered transactions of business for purposes of Section 12. Id. And the purchases and sales considered by a court to determine whether a defendant has conducted substantial business in a district need not be connected to the subject matter of the antitrust suit. Id. A corporation can transact business within a district even if all of the relevant transactions are interstate in character. King v. Johnson Wax Assocs., Inc., 565 F.Supp, 711, 716 (D. Md. 1983).

According to the King opinion, “courts generally are in agreement that a corporation’s contacts with a district must be somewhat regular and continuous; meager, sporadic dealings within the district are not sufficient.” Id. Although there is no “singular definitive test for transacting business,” the most important factor to consider is “the dollar amount of business transacted in the district.” In re Chicken Antitrust Litigation, 407 F.Supp. 1285, 1291 (N.D. Ga. 1975).

At oral argument and in their briefs, the Moving Defendants have pointed the court to certain authority in support of their arguments that the court should consider the percentage of their total business conducted within this district as a factor weighing against the propriety of Section 12 venue in this district. (See, e.g., Doc. #209 at 5-6, Case No. 2:12-cv-02169-RDP (citing KM Enterprises, Jung v. Association of American Medical Colleges, 300 F.Supp.2d 119 (D.D.C. 2004), Sanderson v. Spectrum Labs, Inc., 227 F.Supp.2d 1001 (N.D. Ind.), aff'd, 248 F.3d 1159 (7th Cir. 2000) (unpublished), and Buckeye Associates, Ltd. v. Fila Sports, Inc., 616 F.Supp. 1484 (D. Mass. 1985), in support of BCBS-MS’s Section 12 venue argument; (see also Doc. # 211, Memorandum of Certain Defendants in Support of Motion to Dismiss for Lack of Personal Jurisdiction and Improper Venue, at 9-10, Case No. 2:12-cv-02169-RDP (citing KM Enterprises, Daniel, Sanderson, and Austad v. United States Steel Corp., 141 F.Supp. 437 (N.D. Cal. 1956), in support of five Moving Defendants’ Section 12 venue argument)). The problem for them in making this argument is that the authority they rely upon is non-binding and wholly inconsistent with binding precedent in the former Fifth Circuit which addresses Section 12’s application in determining when a corporation has transacted substantial business in a particular district. Over sixty years ago, in Green v. United States Chewing Gum Manufacturing Co., the former Fifth Circuit reviewed whether a chewing gum manufacturer had transacted substantial business in a district where it had shipped gum to customers who had ordered it by mail but had not solicited business from those customers within the district. 224 F.2d 369, 369-70 (5th Cir. 1955). Like the Moving Defendants in these cases, the gum manufacturer in Green challenged the propriety of venue under Section 12 by averring that the business it obtained from the Northern District of Texas was “a very small part of [its] total business.” Id at 370-71. It had only two regular customers in the district, sold 6,000 pounds of chewing gum per month to customers in the district, and had approximately $25,000 per year in sales within the district. Id The Fifth Circuit held that the manufacturer’s deliveries to the district constituted substantial business within the meaning of the Act. Id In so holding, the former Fifth Circuit rejected the defendant’s argument that Section 12 venue was inapplicable because the defendant had conducted only a small percentage of its total business in the district. Id at 371-72. “[F]or if that were the rule, we would have different tests of substan-tiality applying to different corporations according to their size; á large corporation could, with impunity, engage in the same acts which would subject a smaller corporation to jurisdiction and venue.” Id at 372.

This binding precedent continued in Black. There, the former Fifth Circuit held that venue was proper in the district where the suit had been filed because the defendant had purchased nearly $1.5 million in products from the district in one year. 564 F.2d at 687-88. It noted that the defendant had purchased approximately $375,000 in aluminum foil directly from a manufacturer in the district and further stated (in a footnote) that this purchase alone was sufficiently significant to support venue under Section 12. Id at 687 & n. 10. The court concluded that venue could also be supported by the defendant’s purchases, from a corporation headquartered in the district, which totaled more than $1 million, even though an unspecified portion of those purchases were made through a broker in another district. Id at 687 n. 10. Similarly, the former Fifth Circuit held in another case that a single sale within a district was sufficient to establish venue under Section 12 where the defendant personally solicited the plaintiffs business in Alabama, made an offer to the plaintiff, and agreed to license films to the plaintiff for $32,000, payable over 35 months. Pape Television Co. v. Associated Artists Prod. Corp., 277 F.2d 750, 751-52 (5th Cir. 1960).

As an initial matter, the court concludes that the Moving Defendants’ “percentage of revenue” approach to the substantial business test heads in the wrong direction. Although they cite several opinions (most of which arise from the Seventh Circuit or district courts within that circuit) that have considered the percentage of a defendant’s sales in a particular district as a factor relevant fo whether a defendant had conducted substantial business within a district, the court finds this approach is off the mark. Some courts, particularly those in the Seventh Circuit, consider the percentage of sales within a district as a factor when determining whether a corporation has conducted substantial business within that district. See KM Enters., 725 F.3d at 731-32 (noting that a defendant’s “negligible sales” constituted “the weakest support for venue” where its $2,327 of direct sales in a district constituted 0.002 percent of its total sales during a four year period). But the binding precedent in our circuit expressly prohibits this court from considering the percentage of a defendant’s purchases or sales within the Northern District when reviewing whether a defendant has conducted substantial business within this district. Black, 564 F.2d at 687; Green, 224 F.2d at 371-72.

Furthermore, even if binding precedent did not foreclose this court from applying the percentage of revenue approach advocated here (and, to be clear, it does), such an approach does not comport with the basic principles behind Section 12’s transacts-business test. First, the Supreme Court recognized in Scophony Corporation that the transacts-business prong of Section 12 “sloughed off the highly technical distinctions ... glossed upon” the Sherman Act’s venue provision in favor of a “practical and broader business conception of engaging in any substantial business operations.” Scophony Corp., 333 U.S. at 807, 68 S.Ct. 855. The percentage of revenue approach adds a technical factor that an antitrust plaintiff would be required to consider in determining whether a particular distinct is an appropriate venue under Section 12. That is, not only would a plaintiff be called upon to determine whether a defendant makes substantial sales or purchases in a district, it would also have to discern the percentage of a defendant’s total revenue that it obtained from sales in the district. The Green court emphatically rejected that application of Section 12 for this reason: such an approach favors large corporations over small corporations because, in marginal cases, a large corporation could make an identical amount of sales as a small business in a particular district but avoid jurisdiction under Section 12 based on its larger pool of total sales. Green, 224 F.2d at 371-72. Finally, as the Scophony Corporation Court observed, the transacts-business prong of Section 12 relieves antitrust plaintiffs of the burden of filing antitrust suits in far-flung districts. 333 U.S. at 808, 68 S.Ct. 855. Under the percentage of revenue approach, a large corporation can (consciously or otherwise) place the burden on a plaintiff to file suit in distant districts (or, in the instance of a conspiracy case, be forced to split its claims up among a number of districts), even where that corporation makes tens (or hundreds) of thousands of dollars in sales in a particular district at issue. For these reasons, the court declines to apply the percentage of revenue approach preferred by Moving Defendants.

ii) All Moving Defendants Have Conducted Substantial Business in the Northern District

The Moving Defendants have consistently argued that they are regional entities who each issue insurance contracts in a particular geographic service area and solicit business from that particular geographic area. But the affidavits submitted by Moving Defendants, along with the voluminous record produced by Provider and Subscriber Plaintiffs, paint a different portrait of the Moving Defendants. To be sure, each of the Moving Defendants only issues insurance contracts within a specific geographic service area. But they all have subscribers throughout the United States (including some within in the Northern District), they all have entered into the BlueCard Program in order to access a nationwide provider network, and they all settle (and have settled) claims made by providers in the Northern District through the BlueCard Program. Thus, after careful review of the submitted evidence, the court finds that all of the Moving Defendants have engaged in substantial business activities within the Northern District.

First, BCBS-MS clearly has transacted substantial business within the Northern District, as (1) it has received an average of $189,286.80 per year in premiums from subscribers in the Northern District from 2008 to 2013, and (2) its provider network has included nine physicians who reside in the Northern District. (Doc. # 218, Ex. 26, Case No. 2:12-cv-02169-RDP; Doc. # 256, Ex. 1 at 1-2, Case No. 2:13-cv-20000-RDP). Frankly, it is incredible for BCBS-MS to assert that its collection of approximately $190,000 in premiums per year from approximately 1,900 subscribers in this district constitutes de minimis business. That in itself would be enough for the court to conclude that BCBS-MS engages in substantial business in this district. But there is more. The court also notes the millions of dollars in payments that BCBS-MS has made to providers in the Northern District for treatment received by its members. (See Doc. #218, Ex. 26, Case No. 2:12-cv-02169-RDP). While BCBS-MS argues that its subscribers and network providers unilaterally located themselves in the Northern District, BCBS-MS accepted the in-district providers into its network with knowledge that they resided in the Northern District. (Doc. # 256, Ex. 1 at 1-2, Case No. 2:13— cv-20000-RDP). Because of BCBS-MS’s substantial revenues from premiums paid by subscribers in the Northern District, and its inclusion of nine in-district providers within its provider network, the court finds that BCBS-MS conducts substantial business within the Northern District, notwithstanding the specific facts that BCBS-MS has introduced to show its lack of presence in the Northern District. Cf. King, 565 F.Supp. at 716 (confirming that a corporation can conduct substantial business in a district solely through interstate transactions).

Second, the court finds that HealthNow, Capital, BCBS-AZ, BCBS-ND, and Excel-lus each conduct substantial business within the district, based on the amount of premiums and administrative fees that these companies have received from subscribers within the Northern District. According to their own affidavits, HealthNow collected approximately $900,000 per year in premiums from subscribers in the Northern District, BCBS-ND collected approximately $600,000 per year, and BCBS-AZ collected approximately $235,000 per year. (Doc. # 220, Exs. 1 at 2, 3 at 2, 5 at 2, Case No. 2:12-cv-02169-RDP). And the submitted affidavits demonstrate that HealthNow, BCBS-AZ, and BCBS-ND consistently conduct substantial business with subscribers in the Northern District, even though those subscribers mainly enter the Blue Plans’ insurance networks through group insurance plans issued in the Blue Plans’ respective geographic service areas. (See id.). Likewise, Capital’s submitted affidavit demonstrates that it has conducted a large amount of business in the Northern District, as it received approximately $870,000 in premiums and administrative fees during an eight-month period in 2013. (See Doc. # 218, Ex. 24 at 2, Case No. 2:12-cv-02169-RDP). Capital has not indicated that its number of subscribers in this district has substantially decreased, nor has it provided more recent information about the amount of premiums and fees it has collected from Northern District subscribers. Finally, Excellus has admitted that it obtained $109,000 in premiums from subscribers in the Northern District. (See Doc. #222 at 4, Case No. 2:12-cv-02169-RDP). Thus, even though HealthNow, Capital, BCBS-AZ, BCBS-ND, and Excellus do not have offices or employees in the Northern District and do not issue insurance contracts in the Northern District, they all have conducted substantial business here because they have received over $100,000 per year in premiums from this district. Cf. Green, 224 F.2d at 371, 374 (concluding that a corporation conducted substantial business in a district when it sold $25,000 of products in the district per year).

Third, the court finds with little difficulty that BCBS-KS has conducted substantial business within this district based on the number of subscribers and members BCBS-KS has within the district and the considerable sum of money it pays to health care providers in this district for services received by its members. BCBS-KS has not provided the court with evidence regarding the amount of premiums it has received from subscribers in the Northern District. Since the court lacks easily reviewable evidence concerning the amount of premiums received by BCBS-KS, it has reviewed other factors to determine whether this Blue Plan has conducted substantial business within the district. BCBS-KS has had well over 100 subscribers within the Northern District per year and has made over $500,000 in payments to health care providers within the district. Cf. Green, 224 F.2d at 371, 374 (affirming the propriety of venue under Section 12 where a defendant had two regular customers in' a district). Moreover, BCBS-KS has entered into the BlueCard Program in or