Filed D.C. Superior Court 02/22/2013 16:13PM Clerk of the Court SUPERIOR COURT OF THE DISTRICT OF COLUMBIA CIVIL DIVISION DISTRICT OF COLUMBIA, Department of Insurance, Securities and Banking, Civil Action No.: 2012-8227 Judge : Wright Calendar No. : 15 Next Event: Status -- 6/20/13 at 9:30 Petitioner, V. DC CHARTERED HEALTH PLAN, INC., Opposition to Motion for Expedited Determination Respondent. DCHSI'S MOTION IN OPPOSITION TO SPECIAL DEPUTY TO THE REHABILITATOR'S REQUEST FOR EXPEDITED STATUS CONFERENCE AND PETITION FOR ORDER APPROVING THE ASSET PURCHASE AGREEMENT, PLAN OF REORGANIZATION AND RELATED MATTERS ON OR BEFORE MARCH 5, 2013 D.C. Healthcare Systems, Inc. ("DCHSI"), the sole shareholder of D.C. Chartered Health Plan, Inc. ("Chartered") and a party in interest in this proceeding, hereby opposes the request for expedited determination in connection with the Special Deputy to the Rehabilitator's Request for Expedited Status Conference and Petition for Order Approving the Asset Purchase Agreement, Plan of Reorganization and Related Matters on or before March 5, 2013 (the "Petition"). DCHSI intends to oppose the Petition on the merits. From a preliminary review of the Petition, it is apparent that, if granted, DCHSI would suffer irreparable harm because the proposed transaction effectively liquidates Chartered, which is DCHSI' s sole source of revenue, and thus would threaten the very existence of DCHSI. In addition, the proposed transaction would impose liabilities on Chartered, and potentially DCHSI, including for the period of time when the Rehabilitator has been responsible for Chartered. The proposed transaction has been under negotiation for at least three months. DCHSI has been demanding information about the contemplated transaction since it learned of it from 1 the Rehabilitator's public statements in early December. The government and the Deputy Rehabilitator, however, refused DCHSI's repeated requests until today, when simultaneous with the filing of the Petition, the government and Chartered executed a confidentiality agreement to provide limited information to DCHSI, much of which now has been filed with this Court in any event. There is no true exigency, and the timing is entirely of the government's making. The government has it within its power to extend all relevant contracting deadlines, including extending the current Medicaid contract that Chartered is continuing to perform fully. Chartered's regulators have acknowledged that there is no issue with the care being provided to enrollees. There is no good cause that these important issues should be decided on a basis so expedited that DCHSI is prejudiced in its ability to respond on the merits and protect its very existence. In addition, as soon as he received the Petition, the undersigned counsel contacted the government's counsel to explain that he will be out of the country the week of March 4, 2013, and asking that the government agree to accommodate. The government has not responded. DCHSI therefore respectfully requests that the Court enter a reasonable briefing schedule concerning the Petition, with DCHSI's response to be due March 12, 2013, and a hearing to be scheduled the week of March 19, 2013. DCHSI is available for a conference, in person or by telephone, to discuss scheduling this afternoon or the week of February 25, 2013. 2 Date: February 22, 2013 Respectfully submitted by, /s/ David Killalea (DC Bar No. 418724) John Ray (DC Bar No. 214353) Manatt, Phelps & Phillips, LLP 700 12th Street, NW, Suite 1100 Washington, DC 20005-4075 Tel. (202) 585-6500 Fax. (202) 585-6600 Counsel for DCHSI CERTIFICATE OF SERVICE I hereby certify that on this 22nd day of February, 2013, a copy of the foregoing was filed and served by email upon: E. Louise R. Phillips Assistant Attorney General 441 Fourth Street, N.W., 650N Washington, DC 20001 louise.phillips@dc.gov William P. White, Commissioner c/o Thomas M. Glassic, General Counsel DISB, Office of the General Counsel 810 First St., NE, Suite 701 Washington, DC 20002 Thomas.glassic@dc.gov Charles T. Richardson, Esquire Faegre Baker Daniels LLP 1050 K Street NW Suite 400 Washington, DC 20001 crichardson@faegredb.com Daniel Watkins, Esquire Special Deputy to the Rehabilitator 1050 K Street NW Suite 400 Washington, DC 20001 danwatkins@sunflower.com Courtesy Copy to: Steven I. Glover, Esquire Gibson, Dunn & Crutcher 1050 Connecticut Avenue, NW Washington, DC 20036 siglover@gibsondunn.com /s/ Jennifer A. Sincavage 4