2021 11:55 AM - Nylb
FILED: NEW YORK COUNTY CLERK 09/08/2021 11:55 AMNYSCEF DOC. NO. 39INDEX NO. 450297/2019RECEIVED NYSCEF: 09/08/2021SUPREME COURT OF THE STATE OF NEW YORKCOUNTY OF NEW ---------------------XIn the Matter ofIndex No.: 450297/2019(Hon. Arthur F. Engoron)the Liquidation ofATLANTIS HEALTH PLAN, ---------------------XAFFIRMATIONMelissa A. Pisapia, an attorney at law, duly admitted to practice before the Courts of theState of New York, hereby affirms the following to be true under penalties of perjury:1.I am an attorney with the New York Liquidation Bureau (“NYLB”), which serves asthe staff of Shirin Emami, Acting Superintendent of Financial Services of the State of New York(“Superintendent”) in her capacity as liquidator (“Liquidator”) of Atlantis Health Plan, Inc.(“Atlantis”). I submit this affirmation, upon information and belief based on my review of theAtlantis files maintained by the NYLB and the conversations I have had with employees of theLiquidator, in support of the Liquidator’s application for an order substantially in the form as theproposed order annexed hereto as Exhibit “1” approving the Liquidator’s report on the status ofthe Atlantis liquidation proceeding (“Liquidation Proceeding”) and the financial transactionsdetailed in the report (“Report”). A copy of the Report is annexed hereto as Exhibit “2”.Background and the Commencement of the Liquidation Proceeding2.On April 17, 1995, Atlantis was incorporated in the State of New York, and obtaineda certificate of authority, effective May 17, 2000, from the Department of Health to operate as ahealth maintenance organization pursuant to article 44 of the New York Public Health Law.Atlantis offered plans providing Medicare Advantage and Medicare Advantage Part D prescriptiondrug coverage and healthcare to Medicare beneficiaries through a network of hospitals and other1 of 4
INDEX NO. 450297/2019FILED: NEW YORK COUNTY CLERK 09/08/2021 11:55 AMNYSCEF DOC. NO. 39RECEIVED NYSCEF: 09/08/2021healthcare service providers. Atlantis also provided non-government sponsored coverage toindividuals and companies.3.On April 19, 2019, this Court granted the Superintendent’s application placingAtlantis into liquidation under Article 74 of the New York Insurance Law (“Insurance Law”) and,among other things, appointing the Superintendent and her successors in office as Liquidator ofAtlantis.4.A bar date of October 11, 2019, was established for the submission of all claims andevidence supporting those claims, against Atlantis or its insureds, via an electronic web portal(www.nylbpoc.org) (the “Bar Date”).The Bar Date applies to all claims other than theLiquidator’s claim for administrative expenses.5.The Liquidator now submits her Report on the status of the Atlantis LiquidationProceeding and requests authority to distribute assests.Activities in Furtherance of Winding Down the Atlantis Estate6.During the pendency of the Liquidation Proceeding, the Liquidator has (a) takenpossession of Atlantis’ business and assets, (b) transferred all electronic data to the Liquidator’scontrol, (c) reviewed all of Atlantis’s executory contracts; (d) reviewed claims asserted againstAtlantis policies; (e) reviewed Atlantis’s liabilities; (f) collected monies owed to Atlantis;(g) established Court-approved procedures for the judicial review of the Liquidator’srecommended classification and adjudication of disputed claims; and (h) taken other stepsnecessary to wind down Atlantis’ affairs.7.All claims have been classified in accordance with the priorities set forth in InsuranceLaw Section 7434. Fifteen (15) claims were filed in the Liquidation Proceeding on or before the2 of 4
FILED: NEW YORK COUNTY CLERK 09/08/2021 11:55 AMNYSCEF DOC. NO. 39INDEX NO. 450297/2019RECEIVED NYSCEF: 09/08/2021Bar Date, of which one (1) was a Class two claim; three (3) were Class three claims; six (6) wereClass five claims; one (1) was a Class six claim; and four (4) were Class nine claims.8.Of the fifteen (15) claims submitted, the one (1) Class two claim was allowed by thisCourt in the amount of 400,000 (NYSCEF Doc. No. 36), and the remaining claims have not beenadjudicated by the Liquidator. Because there is sufficient moines to pay holders of allowed Classtwo claims in full, and assets to pay, at least in part, holders of allowed Class three claims, theLiquidator will adjudicate Class three claims and make recommendations to the Court to allow ordisallow Class three claims.9.This application seeks an order: (a) approving the Liquidator’s Report and thefinancial transactions detailed therein; (b) authorizing the continued payment of actual andnecessary administrative expenses incurred by the Liquidator in the administration of the AtlantisLiquidation Proceeding; and (c) authorizing the Liquidator to distribute Atlantis’ assets toclaimants with allowed claims to the extent that, in the Liquidator’s discretion, sufficient funds areavailable, and as consistent with this Court’s orders and in the order of priority set forth inInsurance Law 7434.Other Relief Sought.1.The Liquidator proposes that notice be given through posting the Order to ShowCause and its supporting papers on the NYLB web page at http://www.nylb.org at least fifteen(15) days before the Return Date.2.No previous application for the relief sought herein has been made to this or any othercourt of judge thereof.WHEREFORE, it is respectfully requested that the Court grant an order substantially inthe form as the proposed order annexed hereto as Exhibit “1” to the Report: (a) approving the3 of 4
FILED: NEW YORK COUNTY CLERK 09/08/2021 11:55 AMNYSCEF DOC. NO. 39INDEX NO. 450297/2019RECEIVED NYSCEF: 09/08/2021Liquidator’s Report and the financial transactions detailed therein; (b) authorizing the continuedpayment of actual and necessary administrative expenses incurred by the Liquidator in theadministration of the Atlantis Liquidation Proceeding; and (c) authorizing the Liquidator todistribute Atlantis’ assets to claimants with allowed claims to the extent that, in the Liquidator’sdiscretion, sufficient funds are available, and as consistent with this Court’s orders and in the orderof priority set forth in Insurance Law 7434, and (d) granting the Liquidator such other and furtherrelief as is just and proper.Dated:New York, New YorkSeptember 7, 2021Melissa A. PisapiaL30775/Report4 of 4
FILED: NEW YORK COUNTY CLERK 09/08/2021 11:55 AMNYSCEF DOC. NO. 40INDEX NO. 450297/2019RECEIVED NYSCEF: 09/08/2021At IAS Part 37 of the Supreme Courtof the State of New York, County ofNew York, at the Courthouse locatedat 60 Centre Street, New York, NewYork, on the day of ,2021.P R E S E N T:HON. ARTHUR F. ENGORON, J.S.C.SUPREME COURT OF THE STATE OF NEW YORKCOUNTY OF NEW ----------------------XIn the Matter ofIndex No.: 450297/2019the Liquidation ofORDERATLANTIS HEALTH PLAN, -----------------------XUpon the motion of the Superintendent of Financial Services of the State of New York, asliquidator (“Liquidator”) of Atlantis Health Plan, Inc. (“Atlantis”) for an order, inter alia:(a) approving the Liquidator’s report on the status of the Atlantis liquidation proceeding and thefinancial transactions detailed in the report (the “Report”), a copy of which is annexed as Exhibit“2” to the affirmation of Melissa A. Pisapia; (b) authorizing the continued payment of actual andnecessary administrative expenses incurred by the Liquidator in the administration of the Atlantisliquidation proceeding; (c) authorizing the Liquidator to distribute Atlantis’ assets to claimantswith allowed claims to the extent that, in the Liquidator’s discretion, sufficient funds are available,and as consistent with this Court’s orders and in the order of priority set forth in Insurance Law7434; and (d) granting the Liquidator such other and further relief as is just and proper.NOW, on the motion of the Liquidator, and no opposition having been filed with the Court,it is;ORDERED, that the application is granted; and it is further
FILED: NEW YORK COUNTY CLERK 09/08/2021 11:55 AMNYSCEF DOC. NO. 40INDEX NO. 450297/2019RECEIVED NYSCEF: 09/08/2021ORDERED, that the Report and the financial transactions detailed in such report areapproved; and it is furtherORDERED, that continued payment of actual and necessary administrative expensesincurred by the Liquidator in the administration of the Atlantis liquidation proceeding isauthorized; and it is furtherORDERED, that the distribution of Atlantis’ assets to claimants with allowed claims tothe extent that, in the Liquidator’s discretion, sufficient funds are available and as consistent withthis Court’s orders and in the order of priority set forth in New York Insurance Law Section 7434,is authorized.ENTERJ.S.C.L30775/Order/
FILED: NEW YORK COUNTY CLERK 09/08/2021 11:55 AMNYSCEF DOC. NO. 41INDEX NO. 450297/2019RECEIVED NYSCEF: 09/08/2021EXHIBIT 2
INDEX NO. 450297/2019FILED: NEW YORK COUNTY CLERK 09/08/2021 11:55 AMNYSCEF DOC. NO. 41RECEIVED NYSCEF: 09/08/2021REPORT ON THE STATUS OF THE ATLANTIS HEALTH PLAN, INC.LIQUIDATION PROCEEDING AND REQUEST FORAUTHORITY TO DISBURSE ASSETSShirin Emami, Acting Superintendent of Financial Services of the State of New York(“Superintendent”) as liquidator (“Liquidator”) of Atlantis Health Plan Inc. (“Atlantis”) submitsthis report (“Report”) on the status of the Atlantis liquidation proceeding (“LiquidationProceeding”) in support of the Liquidator’s motion for an order: (i) approving the Liquidator’sReport and the financial transactions detailed therein; (ii) authorizing the continued payment ofactual and necessary administrative expenses incurred by the Liquidator in the administration ofthe Atlantis Liquidation Proceeding; (iii) authorizing the Liquidator to distribute Atlantis’ assetsto claimants with allowed claims to the extent that, in the Liquidator’s discretion, sufficient fundsare available, and as consistent with this Court’s orders and in the order of priority set forth inInsurance Law 7434; and (iv) granting the Liquidator such other and further relief as is just andproper.BACKGROUND ANDCOMMENCEMENT OF THE LIQUIDATION PROCEEDINGOn April 17, 1995, Atlantis was incorporated in the State of New York, and it obtained acertificate of authority, effective May 17, 2000, from the Department of Health to operate as ahealth maintenance organization pursuant to article 44 of the New York Public Health Law.Atlantis offered plans providing Medicare Advantage and Medicare Advantage Part D prescriptiondrug coverage and healthcare to Medicare beneficiaries through a network of hospitals and otherhealthcare service providers (“Plans”).Atlantis also provided non-government sponsoredcoverage to individuals and companies.On April 19, 2019, this Court granted the Superintendent’s application placing Atlantisinto liquidation under Article 74 of the New York Insurance Law (“Insurance Law”) and, among
FILED: NEW YORK COUNTY CLERK 09/08/2021 11:55 AMNYSCEF DOC. NO. 41INDEX NO. 450297/2019RECEIVED NYSCEF: 09/08/2021other things, appointing the Superintendent and her successors in office as Liquidator of Atlantis(“Liquidation Order”). To date, the Liquidator has (i) taken possession of Atlantis’ business andassets; (ii) transferred all electronic data to the Liquidator’s control; (iii) reviewed all of Atlantis’executory contracts; (iv) reviewed and resolved N.Y. Ins. Law § 7434 Class 2 claims; (v) reviewedAtlantis’ liabilities; (vi) collected monies owed to Atlantis; (vii) applied and obtained a Courtorder establishing judicial procedures to review the Liquidator’s recommended classification andadjudication of disputed claims; and (viii) taken other steps necessary to liquidate Atlantis.THE LIQUIDATOR’S WINDING UP OF ATLANTIS’ AFFAIRSA.Atlantis’ Insurance Policies Were Cancelled or Non-Renewed in RunoffBy February 1, 2016, Atlantis stopped providing non-government sponsored coverage andall Plans were terminated. Therefore, when Atlantis was placed into liquidation on April 19, 2019,no Atlantis insurance policies were in effect.B.Establishment of a Bar DateThe Liquidation Order established October 11, 2019, as the bar date for submission to theLiquidator of all claims, and evidence supporting those claims, against Atlantis or its insureds, viaan electronic web portal (www.nylbpoc.org) (the “Bar Date”). The Bar Date applies to all claimsother than the Liquidator’s claim for administrative expenses. The Bar Date has enabled theLiquidator to determine the amount and classification of claims asserted against Atlantis.C.The Liquidator’s Review of Financial RecordsThe Liquidator provided notice of the order to Atlantis’ creditors, claimants andpolicyholders in the manner ordered by the Supervising Court in the Liquidation Order. TheLiquidator also took possession of Atlantis’ property, including all bank accounts, offices andequipment, and all claims records and files, both electronic and paper. The Liquidator transferred2
INDEX NO. 450297/2019FILED: NEW YORK COUNTY CLERK 09/08/2021 11:55 AMNYSCEF DOC. NO. 41RECEIVED NYSCEF: 09/08/2021Atlantis’ bank accounts and other assets to the Liquidator’s control, prepared an opening balancesheet, and reviewed Atlantis’ records for potential recoveries and causes of action Atlantis mighthave against other persons or entities.D.Marshaling of AssetsTo date, marshaled assets consist of investment income and collection of monies owedto the estate.E.Adjudication ProceduresBy order, filed December 23, 2019, this Court approved a procedure for the judicial reviewof the adjudication of claims against the Atlantis estate. Under this adjudication procedure claimswere classified under the priority scheme set forth in Insurance Law Section 7434 andrecommended for either allowance or disallowance by the Liquidator. Claimants who objected tothe Liquidator’s recommendations were entitled to a hearing before the Court or a court-appointedreferee. Any referee determination was subject to judicial review by the Court.F.Class Two Claims Have Been Adjudicated and the Liquidator is CurrentlyAdjudicating Class Three ClaimsTo date, all claims have been classified in accordance with the priorities set forth inInsurance Law Section 7434. The Liquidator has reviewed the only Class two claim, which wassubmitted by Mount Sinai Health Systems.The Court has issued an order approving theLiquidator’s recommendation to allow this Class two claim. (NYSCEF Doc. No. 36). BecauseAtlantis has sufficient assets to pay all holders of allowed Class two claims in full, the Liquidatoris now reviewing Class three claims and will make recommendations to allow or disallow thoseclaims. The Liquidator does not intend to adjudicate claims below Class three unless there aresufficient assets to pay at least a portion of those claims. The Liquidator does not believe it is in3
FILED: NEW YORK COUNTY CLERK 09/08/2021 11:55 AMNYSCEF DOC. NO. 41INDEX NO. 450297/2019RECEIVED NYSCEF: 09/08/2021the best interests of the estate to expend resources adjudicating claims for which no assets willremain for distribution.G.Distribution of AssetsClaims that are allowed by the Court are paid in accordance with the classification schemeset forth in Insurance Law Section 7434. No claims in a lower class can be paid until claimsholding a higher classification has been paid in full:Upon the recommendation of the Superintendent, and under the direction of thecourt, distribution payments shall be made in a manner that will assure the properrecognition of priorities and a reasonable balance between the expeditiouscompletion of the liquidation and the protection of unliquidated andundetermined claims. No claim by a shareholder, policyholder or othercreditor shall be permitted to circumvent the priority classes through the use ofequitable remedies.Insurance Law Section 7434(a)(1).The classes of claims in Insurance Law Section 7434 are as follows:(i)Class one. Claims with respect to the actual and necessary expenses ofadministration incurred by a liquidator or rehabilitator.(ii)Class two. All claims under policies, including claims of federal, state orlocal government for losses incurred, third party claims, claims for unearnedpremiums, and all claims of security funds or guaranty associations, butexcluding claims under reinsurance contracts.(iii)Class three. Claims of the federal government, except those under Classtwo.(iv)Class four. Claims for wages owing to employees of an insurer againstwhom an Article 74 proceeding is commenced and claims forunemployment insurance contributions required by Article 18 of the NewYork Labor Law.(v)Class five. Claims of state and local governments, except those under Classtwo.(vi)Class six. Claims of general creditors, including but not limited to claimsarising under reinsurance contracts.4
FILED: NEW YORK COUNTY CLERK 09/08/2021 11:55 AMNYSCEF DOC. NO. 41(vii)INDEX NO. 450297/2019RECEIVED NYSCEF: 09/08/2021Class seven. Claims filed late or any other claims other than claims statedin Class eight or Class nine below.(viii) Class eight. Claims for advanced or borrowed funds made pursuant toInsurance Law Section 1307.(ix)Class nine. Claims of shareholders or other owners in their capacity asshareholders.Since the start of the Liquidation Proceeding, the Liquidator has been paying Class oneadministrative expenses incurred by the estate.CURRENT STATUS OF CLAIMS PRESENTEDFifteen (15) claims were filed in the Liquidation Proceeding on or before the Bar Date, ofwhich: one (1) was a Class two claim, three (3) were Class three claims, six (6) were Class fiveclaims, one (1) was a Class six claim; and four (4) were Class nine claims. Of the fifteen (15)claims submitted, the one (1) Class two claim was allowed by this Court in the amount of 400,000(NYSCEF Doc. No. 36), and the remaining thirteen (13) claims have not been adjudicated by theLiquidator. The Liquidator will adjudicate Class three claims because it appears the estate willhave sufficient assets to pay, at least in part, allowed Class three claims. The Class three claimswere asserted by the U.S. Department of Health and Human Services.FINANCIAL CONDITION OF ATLANTISThe estate’s financial books and records were determined as of June 30, 2021 (the“Reference Date”). Atlantis’ comparative statement of assets, the statement of liabilities and thestatement of changes in cash and invested assets for the period between the date of the LiquidationOrder and the Reference Date are annexed hereto as Exhibit “A.” As of the Reference Date,Atlantis had total assets of 2,944,081, and total liabilities of 11,318,722.5
INDEX NO. 450297/2019FILED: NEW YORK COUNTY CLERK 09/08/2021 11:55 AMNYSCEF DOC. NO. 411.RECEIVED NYSCEF: 09/08/2021AssetsAtlantis had total assets of 2,944,081 as of the Reference Date, which consisted of 364,140 in cash and 2,567,802 in investments in bonds. Subsequent to the Reference Date,Atlantis’ assets may be adjusted, upward or downward, based on incoming receipts or payment ofadministrative expenses, and cannot be determined with finality at this time.2.Collection of AssetsAs of the Reference Date, the Liquidator had collected assets in the amount of 121,715,which consisted of 94,846 in investment income, and 26,869 in miscellaneous receiptsrecovered from the New York State Abandoned Property Division.3.Distribution of Assets as of the Reference DateAs of the Reference Date, the Liquidator distributed a total of 59,973, consisting of 23,934 in salaries of the Liquidator’s staff; 2,982 in employee relations and welfare; 1,492 ingeneral and administrative expenses (e.g., IT services and general office maintenance); 25,756 inprofessional fees (e.g., accountants and other consultants); and 5,809 for other miscellaneousexpenses (e.g., insurance and bank fees).4.Projected Distributions of Assets as of the Reference DateThe Liquidator believes the Atlantis estate will have sufficient funds to pay all Class oneand Class two claims in full as well as a portion of Class three claims. The Liquidator does notbelieve there will be sufficient assets to pay claimants holding claims below Class three. SeeExhibit A.RELIEF SOUGHTThe Liquidator submits this Report to describe to the Court the status of the AtlantisLiquidation Proceeding and request authorization to make distributions of Atlantis’ assets at such6
FILED: NEW YORK COUNTY CLERK 09/08/2021 11:55 AMNYSCEF DOC. NO. 41INDEX NO. 450297/2019RECEIVED NYSCEF: 09/08/2021time as the Liquidator determines, in her discretion, that sufficient assets are available. In supportof the Liquidator’s recommendations herein, the Liquidator has submitted the Affirmation ofMelissa A. Pisapia. Based on the facts set forth in the Affirmation and in this Report, theLiquidator respectfully requests that the Court issue an order:1.approving the Liquidator’s Report and the financial transactions detailedtherein;2.authorizing the continued payment of actual and necessary administrativeexpenses incurred by the Liquidator, if any, including such expensespertaining to the closing of the Atlantis Liquidation Proceeding; and3.authorizing the Liquidator to distribute Atlantis’ assets to claimants withallowed claims to the extent that, in the Liquidator’s discretion, sufficientfunds are available, and as consistent with this Court’s orders and in theorder of priority set forth in Insurance Law 7434.Dated: New York, New YorkSeptember ,7 2021David AxinnSpecial Deputy Superintendent and Agent ofShirin Emami, Acting Superintendent ofFinancial Services of the State of New Yorkas Liquidator of Atlantis Health Plan, Inc.L 30775/map7
FILED: NEW YORK COUNTY CLERK 09/08/2021 11:55 AMNYSCEF DOC. NO. 42INDEX NO. 450297/2019RECEIVED NYSCEF: 09/08/2021EXHIBIT A
INDEX NO. 450297/2019FILED: NEW YORK COUNTY CLERK 09/08/2021 11:55 AMNYSCEF DOC. NO. 42RECEIVED NYSCEF: 09/08/2021STATEMENT OF ASSETSJune 30, 2021Unrestricted Assets:CashBondsTotal Cash and Invested Assets Accrued Investment IncomeTotal Unrestricted AssetsTotal Assets 364,1402,567,8022,931,942April 19, 2019Liquidation Date 81 2,847,825STATEMENT OF LIABILITIESApril 19, 2019Liquidation DateJune 30, 2021Class I - Administrative Claims: Class II - Claims and Related Costs:14,678 -400,000-Class III - Federal Government Claims:7,627,3547,627,354Class V - State and Local Government Claims:2,892,3442,646,609--384,346384,346Total 7,810,484)Class IV - Employee Claims:Class VI - General Creditors:Total Liabilities and Liquidator's Deficit 2,944,081 2,847,825
INDEX NO. 450297/2019FILED: NEW YORK COUNTY CLERK 09/08/2021 11:55 AMNYSCEF DOC. NO. 42RECEIVED NYSCEF: 09/08/2021STATEMENT OF CHANGES IN CASH AND INVESTED ASSETSReceipts:Investment Income ReceivedMiscellaneousInception toJune 30, 2021 Total ReceiptsDisbursements:SalariesEmployee Relations and WelfareProfessional FeesGeneral and Administrative ExpensesMicellaneous ,809Total Disbursements59,973Net Increase of Receipts Over Disbursements61,742Cash and Invested Assets (Unrestricted) as of Liqudation date February 102,847,825Realized Loss on InvestmentsCash as of November 18, 202022,375 2,931,942
ATLANTIS HEALTH PLAN, INC. -----X . Melissa A. Pisapia, an attorney at law, duly admitted to practice before the Courts of
August 2, 2021 15 August 2, 2021 16 August 2, 2021 17 August 3, 2021 18 August 4, 2021 19 August 5, 2021 20 August 6, 2021 21 August 9, 2021 22 August 9, 2021 23 August 9, 2021 24 August 10, 2021 25 August 11, 2021 26 August 12, 2021 27 August 13, 2021 28 August 16, 2021 29 August 16, 2021 30 August 16, 2021 31
Atlantis Health Plan, Inc. 2019 2,948,623 Centennial Insurance Company 2011 41,576,780 Cuatro, LLC 2018 4,544,044 Eveready Insurance Company 2015 458,388 Executive Life Insurance Company of New York 2013 22,751,491 Fiduciary Insurance Company 41,12017 36,969 First Central Insurance Company
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