Affinity Health Plan, Inc. Request for Public Comment

Office of the Attorney General of the State of New York:
Notice of Petition for Approval of Sale of Assets Pursuant to Sections 510 and 511-a of the Not-for-Profit Corporation Law submitted by Affinity Health Plan, Inc. and Request for Public Comment

Notice Dated July 14, 2021

NOTICE OF PETITION AND REQUEST FOR PUBLIC COMMENT: Affinity Health Plan, Inc. ("Affinity") has submitted a petition verified on July 7, 2021 (the "Petition") to the Office of the New York State Attorney General (the "OAG") under Sections 510 and 511-a of the Not-for-Profit Corporation Law ("Section 511-a") for review and approval of the sale of substantially all of the assets of Affinity to Molina Healthcare, Inc., a for-profit corporation.

Section 511-a (b) permits the OAG in its discretion to direct that notice of a petition be provided to any interested person. Affinity, as stated in paragraph 66 of the Petition, acknowledges that the OAG will provide public notice of the Petition. An electronic copy of the Petition and an undertaking from the State of New York regarding its use of certain of the proceeds of the transaction will be available at ag.ny.gov/Affinity.

Section 511-a (c) sets forth the standard of review of the OAG with respect to the relief requested by Petitioner in the Petition: "(c) If it shall appear, to the satisfaction of the attorney general that the consideration and the terms of the transaction are fair and reasonable to the corporation and that the purposes of the corporation or the interests of the members will be promoted, the attorney general may authorize the sale, lease, exchange or other disposition of all or substantially all the assets of the corporation, as described in the petition, for such consideration and upon such terms as the attorney general may prescribe. The authorization of the attorney general shall direct the disposition of the consideration to be received thereunder by the corporation."

The OAG will review all public comments prior to making a final decision on the Petition.

DEADLINE FOR COMMENT: Comments to the Petition must be received on or before July 28, 2021.

HOW TO COMMENT: Interested parties may file a comment using the Affinity Transaction Public Comments Form: ag.ny.gov/Affinity, or by ELECTRONIC MAIL to the following email address: Affinity.Transaction@ag.ny.gov. Please reference "In the Matter of Affinity" in the "subject" line of the email. Your comment — including your name and contact information — will be placed in the public record of this proceeding, including, if determined by the OAG, provided to the parties to the proposed transaction, other governmental agencies and the public, including on the public website of the OAG. You will automatically receive the following form receipt to your comment: "Thank you for your comment on the Petition of Affinity Health Plan, Inc. We write to acknowledge receipt only and will contact you if we have any questions. Follow up questions to this email or other means will not receive a second receipt."

Only comments submitted via the web form or email to the above address will be accepted. Any comments submitted by other means will be returned or discarded in the discretion of the OAG.

Because the OAG may in its discretion determine to share your comment, with the parties to the proposed transaction, other governmental agencies and with the public, including on the public website of the OAG, you are solely responsible for making sure that your comment does not include any sensitive or confidential information or any trade secrets. In particular, your comment should not include any sensitive personal information, such as your or anyone else's Social Security number; date of birth; driver's license number or other state identification number, or foreign country equivalent; passport number; financial account number; or credit or debit card number. Any submissions may also be provided to the public in response to a Freedom of Information Act requests as the OAG may determine. Any submissions that contain a request for confidential treatment or other exemption from FOIL will be returned or discarded.

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