UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Penn Treaty American Corporation
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
707874400
(CUSIP Number)
Jeffrey Magee
Chief Operating Officer
Broadbill Investment Partners, LLC
20 West 22nd Street, Suite 816
New York, NY 10010
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 30, 2013
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1 |
NAMES OF REPORTING PERSON | |||||
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Broadbill Partners, L.P. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
[ ] | |||
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(b) |
[ ] | |||
3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS
WC | |||||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
[ ]
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 | ||||
8 |
SHARED VOTING POWER
1,621,439 | |||||
9 |
SOLE DISPOSITIVE POWER
0 | |||||
10 |
SHARED DISPOSITIVE POWER
1,621,439 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,621,439
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.01
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14 |
TYPE OF REPORTING PERSON
PN | |||||
1 Based on 23,290,712 shares of common stock reported by Penn Treaty American Corporation (the Issuer) as outstanding as of March 28, 2008 in its annual report filed on Form 10-K for the period ended December 31, 2006. Such annual report was filed with the Securities and Exchange Commission (the SEC) on April 2, 2008 and is the most recent periodic report filed by the Issuer setting forth the number of shares of common stock outstanding.
1 |
NAMES OF REPORTING PERSON | |||||
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Broadbill Partners II, L.P. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
[ ] | |||
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(b) |
[ ] | |||
3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS
WC | |||||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
[ ]
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 | ||||
8 |
SHARED VOTING POWER
245,350 | |||||
9 |
SOLE DISPOSITIVE POWER
0 | |||||
10 |
SHARED DISPOSITIVE POWER
245,350 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
245,350
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.12
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14 |
TYPE OF REPORTING PERSON
PN | |||||
2 Based on 23,290,712 shares of common stock reported by the Issuer as outstanding as of March 28, 2008 in its annual report filed on Form 10-K for the period ended December 31, 2006. Such annual report was filed with the SEC on April 2, 2008 and is the most recent periodic report filed by the Issuer setting forth the number of shares of common stock outstanding.
1 |
NAMES OF REPORTING PERSON | |||||
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Broadbill Investment Partners, LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
[ ] | |||
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(b) |
[ ] | |||
3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS
WC | |||||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
[ ]
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 | ||||
8 |
SHARED VOTING POWER
1,866,789 | |||||
9 |
SOLE DISPOSITIVE POWER
0 | |||||
10 |
SHARED DISPOSITIVE POWER
1,866,789 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,866,789
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.03
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14 |
TYPE OF REPORTING PERSON
IA; PN | |||||
3 Based on 23,290,712 shares of common stock reported by the Issuer as outstanding as of March 28, 2008 in its annual report filed on Form 10-K for the period ended December 31, 2006. Such annual report was filed with the SEC on April 2, 2008 and is the most recent periodic report filed by the Issuer setting forth the number of shares of common stock outstanding.
1 |
NAMES OF REPORTING PERSON | |||||
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Broadbill Partners GP, LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
[ ] | |||
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(b) |
[ ] | |||
3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS
WC | |||||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
[ ]
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 | ||||
8 |
SHARED VOTING POWER
1,866,789 | |||||
9 |
SOLE DISPOSITIVE POWER
0 | |||||
10 |
SHARED DISPOSITIVE POWER
1,866,789 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,866,789
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.04
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14 |
TYPE OF REPORTING PERSON
HC; OO
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4 Based on 23,290,712 shares of common stock reported by the Issuer as outstanding as of March 28, 2008 in its annual report filed on Form 10-K for the period ended December 31, 2006. Such annual report was filed with the SEC on April 2, 2008 and is the most recent periodic report filed by the Issuer setting forth the number of shares of common stock outstanding.
Explanatory Note
Pursuant to Rule 13d-2(a) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, the undersigned hereby amend the following items on Amendment No. 3 to the Schedule 13D originally filed by Broadbill Partners, L.P. (Broadbill LP), Broadbill Partners II, L.P. (Broadbill II LP), Broadbill Investment Partners, LLC (Broadbill Investment LLC), and Broadbill Partners GP, LLC (Broadbill Partners, and collectively with Broadbill LP, Broadbill II LP and Broadbill Investment LLC, the Reporting Persons) on August 20, 2012 with respect to the common stock, par value $0.10 per share (the Common Stock) of Penn Treaty American Corporation (the Issuer), as amended on September 21, 2012 and March 20, 2013 (as amended, the Schedule 13D).
Item 4. |
Purpose of Transaction |
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The Reporting Persons acquired the shares of Common Stock in the ordinary course of business for investment purposes. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuers business prospects, other developments concerning the Issuer, general economic conditions and stock market conditions, and any other facts and circumstances which may become known to the Reporting Persons, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate. |
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Filing of Formal Comments of Broadbill LP on the Plan of Rehabilitation |
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On August 30, 2013, Broadbill LP submitted formal comments (the Comments) on the Plan of Rehabilitation (the Plan) filed by the Pennsylvania Insurance Commissioner (the Commissioner) and Rehabilitator for two of the Issuers subsidiaries, Penn Treaty Network American Insurance Company and American Network Insurance Company (together the Companies) on April 30, 2013. Broadbill LP had noted in the Comments that the Plan fails to address the Amended Order and Memorandum Opinion dated December 28, 2012 issued by the Commonwealth Court of Pennsylvania (the Court), which directs the Commissioner to include actuarially justified long-term-care rate increases in his rehabilitation plan for the Companies and notes that such a rate increase is critical to ensuring the Companies solvency. In the Comments Broadbill LP notes that without an appropriate and timely rate increase, any plan of rehabilitation for the Companies risks becoming a liquidation. Broadbill LP also notes that while the Plan does leave open the possibility of rate increases in the future, that option will be useful to the Companies only if promptly exercised. Therefore Broadbill LP urges the Court to require that the Commissioners Plan address a rate increase as soon as possible and requests that early dates be set to address the appropriate rate increases. |
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The description in this Statement of the Comments is qualified in its entirety by reference to the full text of the Comments, a copy which is filed herewith as Exhibit 4 and incorporated by reference in this Statement. |
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Except as described in the Schedule 13D filed by the Reporting Persons, the Reporting Persons do not as of the date of this Statement have any specific plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. |
Item 5. |
Interest in Securities of the Issuer | |
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(a) |
As of the date hereof, Broadbill LP beneficially owns 1,621,439 shares of Common Stock, representing approximately 7.0% of the Common Stock outstanding; Broadbill II LP beneficially owns 245,350 shares of Common Stock, representing approximately 1.1% of the Common Stock outstanding; and each of Broadbill Investment LLC and Broadbill Partners beneficially owns 1,866,789 shares of Common Stock, representing approximately 8.0% of the Common Stock outstanding. | |
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All percentages of the Common Stock disclosed in the Statement is based on 23,290,712 shares of Common Stock reported by the Issuer as outstanding as of March 28, 2008 in its annual report filed on Form 10-K for the period ended December 31, 2006. Such annual report was filed with the SEC on April 2, 2008, and is the most recent periodic report filed by the Issuer setting forth the number of shares of Common Stock outstanding. | |
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The filing of this Statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the Statement other than the securities actually owned by such person (if any). | |
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(b) |
Broadbill LP shares the power to vote or to direct the vote and the power to dispose or to direct the disposition of 1,621,439 shares of Common Stock with Broadbill Investment LLC and Broadbill Partners. Broadbill II LP shares the power to vote or to direct the vote and the power to dispose or to direct the disposition of 245,350 shares of Common Stock with Broadbill Investment LLC and Broadbill Partners. | |
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(c) |
The Reporting Persons have not engaged in any transactions with respect to the Issuers Common Stock in the past sixty days from the date of this Statement. | |
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(d) |
No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale, of the shares of Common Stock covered by this Statement. | |
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(e) |
Not applicable. | |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer | |
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The responses to Items 4 and 5 are incorporated herein by reference. Except as set forth in response to other Items of the Statement and the agreements incorporated herein by reference and set forth as exhibits hereto, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such persons and any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer. | |
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Item 7. |
Material to be Filed as Exhibits | |
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Exhibit 1 |
Joint Filing Agreement, dated as of August 20, 2012, among the Reporting Persons relating to the filing of a joint statement on Schedule 13D (1) |
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Exhibit 2 |
Application to Intervene in the Rehabilitation Proceedings of Penn Treaty Network American Insurance Company filed by Broadbill Partners, LP (1) |
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Exhibit 3 |
Joinder of Intervenor Broadbill Partners, LP in Intervenors Eugene J. Woznickis and Penn Treaty American Corporations Brief in Opposition to the Rehabilitators Post-Trial Motion (included as Exhibit B to Exhibit 2 above) (1) |
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Exhibit 4 |
Formal Comments of Broadbill Partners, LP to the Proposed Rehabilitation Plan of Penn Treaty Network American Insurance Company |
(1) Previously filed as an exhibit to the Schedule 13D filed by the Reporting Persons on August 20, 2012.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 12, 2013 |
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BROADBILL PARTNERS, L.P. | ||
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By: |
Broadbill Partners GP, LLC, as General Partner | |
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By: |
/s/ Jeffrey Magee | |
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Name: |
Jeffrey Magee |
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Title: |
Chief Operating Officer |
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BROADBILL PARTNERS II, L.P. | ||
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By: |
Broadbill Partners GP, LLC, as General Partner | |
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By: |
/s/ Jeffrey Magee | |
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Name: |
Jeffrey Magee |
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Title: |
Chief Operating Officer |
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BROADBILL INVESTMENT PARTNERS, LLC | ||
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By: |
/s/ Jeffrey Magee | |
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Name: |
Jeffrey Magee |
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Title: |
Chief Operating Officer |
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BROADBILL PARTNERS GP, LLC | ||
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By: |
/s/ Jeffrey Magee | |
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Name: |
Jeffrey Magee |
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Title: |
Chief Operating Officer |
Exhibit 4
IN THE COMMONWEALTH COURT OF PENNSYLVANIA
In Re: Penn Treaty Network American Insurance |
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Company in Rehabilitation |
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Docket No. 1 PEN 2009 |
FORMAL COMMENTS OF BROADBILL PARTNERS, LP
TO THE PROPOSED REHABILITATION PLAN
I. STATEMENT OF INTEREST
Broadbill Partners, LP (Broadbill), submits this comment on the Plan of Rehabilitation (the Plan) filed by Michael F. Consedine, the Pennsylvania Insurance Commissioner (the Commissioner) and Rehabilitator for Penn Treaty Network America Insurance Company (PTNA) and American Network Insurance Company (ANIC and together with PTNA, the Companies).1 Although the Plan marks an important step in the rehabilitation of the Companies, it does not resolve their underlying financial challenges. Importantly, the Plan fails to address this Courts December 28, 2012 Amended Order and Memorandum Opinion, which directs the Commissioner to include actuarially justified long-term-care rate increases in his rehabilitation plan for the Companies. As the Court noted, such a rate increase is critical to ensuring the Companies solvency. (Order at 164.) Without an appropriateand timelyrate increase, any Plan of Rehabilitation risks becoming a Liquidation. While the Plan does permit the Commissioner to consider rate increases in the future, that option will be useful to the Companies only if promptly exercised. Broadbill urges the Court to require that the Commissioners Plan address a rate increase as soon as possible.
1 Broadbill is a New Yorkbased investment fund that owns more than five percent of the stock of Penn Treaty American Corporation, which is the controlling shareholder of PTNA and ANIC. Broadbill has a direct and substantial interest in the rehabilitation process because, as an equity holder in PTNAs and ANICs parent, Broadbill stands to incur significant economic harm to its investment if the Commissioner fails to incorporate long-term-care rate increases into his Plan.
II. INTRODUCTION
Year after year, in state after state, on behalf of dozens of insurers offering long-term-care policies, government regulators do exactly what this Court has required the Rehabilitator to do here: approve actuarially justified rate increases. Far from a novel or draconian remedy, rate increases for long-term-care policies are a familiarand essentialfeature of the American insurance landscape, often the only way that companies issuing such coverage can survive what this Court recognized as the high wire juggling act of predicting health conditions a half-century or more into the future. (Order at 38.) So necessary are these increases that over the past decade, from Alaska to Florida, New York to California, Texas to South Dakota, and indeed in Pennsylvania itself, state regulatory agencies have granted many thousands of long-term-care rate increases. Even when the requested increases are as significant as 25 to 50 percent or moreand despite opposition from politically powerful intereststhe requests are still approved. Just this May, for example, the Board of Administration for the nations second-largest long-term-care insurer, CalPERS, approved an 85 percent rate increase for approximately 115,000 of its policyholders over a two-year period beginning in 2015. We did not come to the pending premium increase lightly, explained a top CalPERS executive. We made the very tough decision that rate increases were necessary only after thoughtful, deliberate analysis.2
For the benefit of its consumers, the California Department of Insurance maintains an unusually comprehensive nationwide database that may also be of interest to this Court. Publicly
2 Another View: Bee Sensationalizes CalPERS Rate Hike, by Ann Boynton, Deputy Executive Officer for the Benefit Programs, Policy & Planning Unit, available at http://www.sacbee.com/2013/03/02/5229725/another-view-bee-sensationalizes.html (retrieved August 15, 2013).
available at the www.insurance.ca.gov website, the database features two tables showing long-term-care rate increases from 2002 to 2012 for virtually every industry participant: one for the 15 companies actively writing new business in California3 and one for the 43 companies no longer writing business in California.4 Of particular note, both tables contain historical data for those companies rate increases in dozens of states other than California. Thus, a consumeror a judge or a state insurance commissioner anywhere in the countrycan easily review any insurers record of long-term-care rate increases, and from that data, recognize just how customary and prevalent such increases have become. To keep those rate increases in perspective, the California insurance website offers this caution: Remember that rate increases are not a sign of a bad policy, and the absence of a rate increase is not a sign of a good policy. Instead, [r]ate increases are a function of a very complicated process companies use to try to limit risk of paying out more benefits than the premiums they collect.5
The Court may be especially interested in the historical data for PTNA from the preceding decade,6 which shows at least 762 rate increases in 41 states and the District of Columbia. Despite the potential for political resistance in any of those jurisdictions, PTNA
3 Available at http://www.insurance.ca.gov/0100-consumers/0060-information-guides/0050-health/ltc-rate-history-guide/rate-history-active-long-term-care.cfm.
4 Available at http://www.insurance.ca.gov/0100-consumers/0060-information-guides/0050-health/ltc-rate-history-guide/rate-history-inactive-long-term-care.cfm.
5 Introduction to Long-Term Care Insurance Rate History, California Department of Insurance, available at http://www.insurance.ca.gov/0100-consumers/0060-information-guides/0050-health/ltc-rate-history-guide/rate-history-long-term-care.cfm.
6 Available at http://www.insurance.ca.gov/0100-consumers/0060-information-guides/0050-health/ltc-rate-history-guide/upload/PennTreatyLTCRateHistory.pdf.
succeeded in obtaining approval for some admittedly sizable rate increases: 61 percent in Iowa, 68 percent in Oklahoma, 77 percent in Wyoming, 80 percent in Missouri, 86 percent in Virginia, and 101.4 percent in Washington, D.C. Unfortunately, the last of those adjustments occurred years ago. Since being placed under the stewardship of the Commissioner, PTNA has gradually been denied the benefit of additional rate increasesfirst in Pennsylvania, then elsewhere. Since April 2010, six months after petitioning the Court to liquidate PTNA, the Commissioner, in his role as Rehabilitator, has not obtained a single rate increase for PTNA in any state.7 The following graph illustrates this sharp decline in PTNA premium increases approvals nationwide:
Nowhere is the Commissioners aversion to rate increases for PTNA more evident than in Pennsylvania, where the Commissioner could approve a rate increase if he, as Rehabilitator, simply requested one. But for over four and half years, he has not done so.8
7 Id.
8 Id.
Meanwhile, PTNAs peers in the long-term-care industry have continued to request and receive rate increases almost everywhere they do businessincluding Pennsylvania.9 If PTNA is to be rehabilitated, it must be allowed to bring its rates into the present, to ensure that it has the revenue to fulfill its obligations to an aging insured population.
III. ARGUMENT
A. The Court should not permit the Commissioner to cherry-pick the resources he applies to the Rehabilitation.
Despite this Courts clear instruction that rate increases are critical to PTNAs and ANICs rehabilitationand that accordingly, the Rehabilitator must prepare an action plan for obtaining such relief (Order at 164)the Commissioner has proposed a Plan that relies primarily on benefit cuts. By failing to incorporate rate increases, the Plan fails to effectuate the Courts Order. The Commissioner should not cherry-pick which resources he applies to this case. Nor should he ignore the plain language of the policies themselves, which allow for premium increases if the group of policyholders as a whole is not generating sufficient premium income, as is the case here. The Commissioner attempts to justify his selective approach by
9 In the time that PTNA has been forced to forgo all rate increases, for example, Lincoln Benefit Life Co. has been granted a total of 190 long-term-care rate increases in 36 states, United American Insurance Co. has received 143 rate increases in 33 states, and Monumental Life Insurance Co. has been approved for 75 rate increases in 21 states. See
http://www.insurance.ca.gov/0100-consumers/0060-information-guides/0050-health/ltc-rate-history-guide/upload/LincolnBenefitLifeCoLTCRateHistory.pdf;
http://www.insurance.ca.gov/0100-consumers/0060-information-guides/0050-health/ltc-rate-history-guide/upload/UnitedAmericanInsCoLTCRateHistory.pdf; and
http://www.insurance.ca.gov/0100-consumers/0060-information-guides/0050-health/ltc-rate-history-guide/upload/MonumentalLifeInsCoLTCRateHistory.pdf.
noting that to significantly improve PTNAs and ANICs financial condition, the Companies would need to seek rate increases from regulatory authorities in other states as well, and given the current and past reluctance of many Insurance Regulatory Authorities to approve large and in some cases any rate increases, the Commissioner does not believe that this approach will deliver the necessary relief. (Plan at 51.) (emphasis added).
As the California Department of Insurance database reveals, the Commissioner is plainly mistaken. State regulatory authorities across the country consistently approve large rate increases for long-term-care insurers, and they have done so for PTNA, when asked. Whatever reluctance they may experience in making these determinations, these agencies recognize, as this Court did, that the alternativefor insurer and insured alikeis far worse. Further, the Pennsylvania Insurance Commissioner should not be in the business of making political calculations in other states, on behalf of consumers he does not represent. Those state agencies have shown themselves more than capable of grappling with the very tough decision to raise rates, as California recently did, without comporting to the Pennsylvania Commissioners low expectations. If anything, as PTNAs and ANICs Rehabilitator, the Commissioner should be encouraging regulators in other states to approve actuarially justified rate increases for the Companies. Instead, as this Court noted, the Commissioner has actually impeded those efforts.10
10 In March of 2010 [then] Commissioner Ario sent letters to the insurance commissioners of four states in which rate increase applications were pending. The letter advised the commissioners that liquidation petitions had been filed and that his Department would not grant any rate increases for PTNA or ANIC in Pennsylvania. Ex. R-58. [Deputy Insurance Commissioner] DiMemmo testified that the purpose of Commissioner Arios letters was to tell his fellow commissioners that they did not have to approve the pending rate increases. N.T. 2/3/11 at 12 1-25. None of the rate increase requests were granted in those states. (Order at 36.) Such a self-fulfilling prophecy is not evidence in support of the Commissioners position.
B. Given the average age of the PTNA and ANIC policyholders, the Commissioner must act with urgency.
The Commissioner must act with urgency; otherwise his reluctance to raise rates may result in a de facto liquidation. This Rehabilitation has now entered its fifth year, and despite the Commissioners acknowledgement that the process for implementing rate increases can take more than a year (Plan at 18), he has nonetheless proposed a plan that does not focus initially on rate increases (Plan at 51). While PTNA and ANIC both have substantial assets and are currently able to fund benefits when presented with claims even without rate increases, the average age of their policyholders is over 70. That creates additional urgency to actto ensure that when todays policyholders become tomorrows beneficiaries, the Companies will have collected the contributions necessary for delivering the care promised each one of them.
If PTNA and ANIC were writing new policies, that newly generated income might help supplement the slow pace of the rehabilitation efforts. But the Companies are in run-off and are limited to their existing policyholders. Nobody will derive benefitsnot the policyholders, not the creditors, and not the equity stakeholdersfrom perpetual rehabilitation (or a de facto liquidation).
IV. CONCLUSION
While no policyholder enjoys receiving a rate increaseand no insurer enjoys seeking onedouble-digit rate increases have been a fixture of the long-term-care insurance industry for more than a decade. Again and again, from coast to coast, state regulators have approved these rate hikes, not because they wish to enrich insurers like PTNA and ANIC, but because they
recognize what an actuarially justified rate increase means: that policyholders have been receiving a benefit worth more than policyholders have been paying for. The financial problems for PTNA and ANIC, as this Court noted, stem from having sold policies that are underpriced and overly generous. (Order at 160.) The assumptions that led to that faulty pricing model are complex, but the solution is not. The Court should enforce its Order and direct the Commissioner to move quickly and aggressively to increase rates as provided for by the PTNA and ANIC policies. While the Plan does leave open the possibility of rate increases in the future, that option must be exercised promptly if it is to have practical value. Broadbill requests that early dates be set to address appropriate rate increasesand to avoid having this Rehabilitation turn into an unnecessary Liquidation.
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Respectfully submitted, | ||
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DILWORTH PAXSON LLP | ||
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Dated: August 30, 2013 |
By: |
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Elizabeth J. Goldstein, Esq. | |
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Attorney Id. 73779 | |
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Dilworth Paxson, LLP | |
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112 Market Street, Suite 800 | |
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Harrisburg, PA 17101 717-236-4812 (phone) 717-236-7811 (fax) | |
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Attorneys for Broadbill Partners, LP |
IN THE COMMONWEALTH COURT OF PENNSYLVANIA
In Re: Penn Treaty Network American Insurance |
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Company in Rehabilitation |
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Docket No. 1 PEN 2009 |
CERTIFICATE OF SERVICE
I hereby certify that I am this 30th day of August 2013 serving a copy of the foregoing Formal Comments of Broadbill Partners, LP and this Certificate of Service upon the below persons in the manner stated, which service satisfies the requirements of the June 5, 2013 Case Management Order for Comments and Hearing on the Proposed Plan of Rehabilitation in this matter by email as follows:
James R. Potts, Esquire |
Patrick H. Cantilo, Esquire |
planservice@cozen.com |
service@cb-firm.com |
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For Michael Consedine |
Special Deputy Rehabilitator |
Insurance Commissioner of |
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The Commonwealth of Pennsylvania |
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In his capacity as Statutory Rehabilitator |
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DILWORTH PAXSON, LP | ||
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Dated: August 30, 2013 |
By: |
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Elizabeth J. Goldstein, Esq. | |
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Attorney Id. 73779 | |
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Dilworth Paxson, LLP | |
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112 Market Street, Suite 800 | |
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Harrisburg, PA 17101 717-236-4812 (phone) 717-236-7811 (fax) | |
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Attorneys for Broadbill Partners, LP |
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