Healthplus Partners Inc

“On february 1, 2016, healthplus partners, inc.s (hpp) parent company, healthplus of michigan, inc., merged into health alliance plan. At the same time, hpps assets and liabilities were transferred to the healthplus partners inc. Trust (trust). This was done pursuant to the directive of the michigan department of insurance and financial services (difs) in order to secure the payment of hpps obligations. Simultaneously, all of the issued and outstanding shares of hpps capital stock were transferred to the trust pursuant to the difs directive.the sale of hpp's medicaid membership to molina healthcare of michigan, inc. Was executed on september 1, 2015. This transaction was fully disclosed on schedule n of the 2015 form 990. Hpp attached a revised form 8594 to its 2016 form 990 because the purchase price was adjusted after the 2015 year-end.”

“On march 9, 2015, the organizations parent company, healthplus of michigan (hpm) and an affiliate, healthplus insurance company (hpi), were placed under the supervision of the director of the michigan department of insurance and financial services (michigan difs) for failing to meet the regulatory risk-based capital requirements imposed by michigan difs and as a result of recurring financial losses. The michigan difs ordered that hpm either seek a merger partner for it and its affiliates and/or effectuate a sale of their respective business operations. In complying with the directives of the michigan difs, hpm and the organization entered into an agreement with molina healthcare of michigan (molina) on may 15, 2015 to sell the organizations medicaid contract to molina. Consequently, on september 1, 2015, molina acquired the organizations medicaid contract.on october 15, 2015, following the sale of its medicaid contract, the organization received approval from the michigan difs to pay an ordinary dividend of $2,039,745 and a special dividend of $47,960,255 to its parent organization, hpm. The dividends were paid on october 19, 2015.on november 1, 2015, hpm announced its intention to merge with health alliance plan, an irc section 501(c)(4) organization. As part of this merger transaction, it was agreed that the organization's assets and liabilities would be placed into a trust to be used to satisfy the "run-out activity" as well as the ownership of hpp's remaining assets and liabilities ("trust property") and all of the issued and outstanding shares of the organization's capital stock were transferred into the healthplus partners trust ("hpp trust"), as required by the michigan difs. The trust property is to be the sole source to satisfy the run-out activity, which was completed in 2017. Prior to the merger, the organization paid hpm a dividend of $6,972,000 as required by the michigan difs.”