STATUTE

Cal. Health & Saf. Code § 127507 et seq.; 22 CCR 97431 et seq.

Transaction that would result in a material change to the ownership, operations, or governance of a healthcare entity that is party to the transaction.

Transacting healthcare entities if at least one of the parties has $25 million annual revenue; has $10 million annual revenue and is contracting with entity having $25 million annual revenue; or is located in, or 50% of patients reside in, a health-professional-shortage area.

A “health care entity” includes: Health facilities (including general acute care hospitals, nursing facilities, hospice facilities, and others); Ambulatory surgical centers or other accredited outpatient settings; Clinical laboratories; Imaging facilities; Clinics operated as a department of a hospital; Specialty clinics (including chronic dialysis or rehabilitation clinics); Health systems; Hospitals; Physician organizations; Pharmacy benefit managers; Health insurers or other third-party administrators; Parent, subsidiary or affiliate that acts as an agent on behalf of a payer and that controls, governs, or is financially responsible for a health care entities; Community clinics; or Nonprofit clinics.

Eight broad materiality categories, including transactions that have proposed value of $25 million or more or are likely to increase annual revenue by $10 million or 20% or involve disposition of 20% or more of healthcare entity assets; or change the form of ownership.

A transaction is a material change transaction if any of the following eight circumstances exist:

1. The proposed fair market value of the transaction is $25 million or more and the transaction concerns the provision of health care services.
2. The transaction is more likely than not to increase annual California-derived revenue of any health care entity that is a party to the transaction by either $10 million or more or 20% or more of annual California-derived revenue at normal or stabilized levels of utilization or operation.
3. The transaction involves the sale, transfer, lease, exchange, option, encumbrance, or other disposition of 25% or more of the total California assets of the submitter(s).
4. The transaction involves a transfer of control, responsibility, or governance of the submitter, in whole or in part, as defined in subsection (e).  
5. The transaction will result in an entity contracting with payers on behalf of consolidated or combined providers and is more likely than not to increase the annual California-derived revenue of any providers in the transaction by either $10 million or more or 20% or more of annual California-derived revenue at normal or stabilized levels of utilization or operation.  
6. The transaction involves the formation of a new health care entity, affiliation, partnership, joint venture, or parent corporation for the provision of health care services in California that is projected to have at least $25 million in California-derived annual revenue at normal or stabilized levels of utilization or operation, or transfer of control of California assets related to the provision of health care services valued at $25 million or more.
7. The transaction is part of a series of related transactions for the same or related health care services occurring over the past ten years involving the same health care entities or entities affiliated with the same entities. The proposed transaction and its related transactions will constitute a single transaction.
8. The transaction involves the acquisition of a health care entity by another entity and the acquiring entity has consummated a similar transaction(s), in the last ten years, with a health care entity that provides the same or related health care services. The proposed transaction and its related transactions will constitute a single transaction.

A health care entity submitting a notice shall indicate which materiality thresholds and circumstances are met, provide information about the entities involved in the transaction and their operations, the transaction, and the entities’ prior transactions, and produce transaction documents.

Filing Fees: The OHCA does not charge a filing fee for submitting notices. However, OHCA is permitted to contract with experts or consultants for the review of the material change transaction and is entitled to reimbursement for actual, reasonable, and direct costs incurred in its review.  

Penalties: The statute includes no enumerated penalties for non-compliance, or any information regarding filing fees. 

STATUTE

Cal. Corp. Code § 14700 

Retail drug firms, which are pharmacy or drug retailers with one or more businesses or establishments located within California, including pharmacies, drug stores, mail order pharmacies, institutional pharmacies, and apothecaries.

No review period specified.

If the transaction requires notice under the HSR Act, the same form should be provided.

If the transaction does not require notice under the HSR Act, the notice must include information about the parties and their operations, plans for any significant changes such as liquidation or mergers, and information to assess the transaction’s competitive, economic, and community impacts, including any planned divestitures or closures.

Filing Fees: Parties will be subject to a filing fee commensurate with the cost to review the filing. This fee will not exceed 0.00045% of the combined sales from the parties in the previous year.

Penalties: The statute provides for fines of up to $20,000 per day for noncompliance.

CA AG is also entitled to injunctive relief and other equitable remedies a court deems appropriate, “in addition to any legal remedies the AG may have” in instances of noncompliance.

STATUTE

Colo. Rev. Stat. §§ 6-19-101 et seq. 

The sale, transfer, lease, exchange, or other disposition that alone or cumulatively with transactions over any five-year period result in the transfer of 50% or more of the fair market value of a hospital’s assets; or the sale, transfer, or other disposition of control over a parent company, holding company, or another entity that controls a hospital.

Healthcare entities that are “licensed or certified hospitals” in Colorado unless wholly owned and operated by a government unit or agency.  Healthcare entities include hospitals, freestanding emergency departments, ambulatory surgical centers, psychiatric hospitals, nursing-care facilities, hospice care, assisted-living residences, dialysis treatment clinics, community clinics, rehabilitation hospitals, home-care agencies, or other similar facilities.

For transactions between a nonprofit healthcare entity and a for-profit entity, the CO AG may extend the review period by an additional 90 days.

The CO AG’s affirmative approval is not required, except for transactions changing a non-profit to a for-profit. 

For covered transactions between a nonprofit healthcare entity and a for-profit entity, the attorney general may challenge the proposed transaction in court.

For covered transactions between two nonprofit healthcare entities, the notice must include statements detailing the charitable purposes of each nonprofit entity involved in the covered transaction and an explanation of how these purposes relate to the hospital involved in the transaction.

For covered transactions between a nonprofit healthcare entity and a for-profit entity, the notice must include all proposed agreements relating to the proposed transaction; any reports of financial and economic analysis that the nonprofit entity reviewed or relied on in negotiating the proposed transaction; and an explanation of how the completed transaction will comply with the requirements that it be in the public interest and protected by the charitable proceeds.

For covered transactions between two or more for-profit entities, the only enumerated notice requirements are that the parties provide written notice to the AG no later than sixty days prior to the transaction closing or effective date of the transaction.

Filing Fees & Costs: There are no filing fees associated with filing a notice.

Penalties: The CO AG may seek a temporary restraining order (TRO) or injunction, or both, prohibiting a party from continuing their noncompliance with the Colorado Hospital transfer act.

Any transaction that:

1. would result in a material change to the business or corporate structure of a group practice; AND
2. involves a hospital, hospital system, or other healthcare provider and the transaction is subject to federal HSR notice requirements.

Two groups of parties:

1. Group Practice – parties to a transaction involves a group practice that is the organization of two or more physicians who render professional services through the group and share overhead expenses.
2. Hospital (HSR): parties to a transaction that involves a healthcare entity that were required to file federal HSR notice.

For transactions involving group practices, transaction resulting in a group practice with eight or more combined physicians, or transactions between group practices and entities controlled by a hospital or hospital system.

For transactions involving a hospital, hospital system or other health care provider, the transaction satisfies the HSR thresholds.

1. Group practice: The notice must include details on each transacting party, the material change, the names of each physician in the group practice, the location of services, and the primary service area.
2. Hospital (HSR): The notice must include a copy of the HSR filing.

Filing Fees: There are no filing fees associated with filing a notice.

Penalties: No enumerated penalties included in the statute, nor any information related to filing fees.

STATUTE

Haw. Rev. Stat. § 323D-72 et seq.

Hawaii-regulated hospitals unless a public health facility.

SHPDA must approve or disapprove application within 90 days.

The HI AG must determine whether to conduct in-depth review within 20 days and then approve or disapprove the transaction within 90 days.

Description of the acquisition; information about the parties and the transaction; a copy of the acquisition agreement; and economic analysis from an independent party on acquisition impact.

Filing Fees: There are no filing fees associated with filing a notice.

Penalties: No enumerated penalties for noncompliance.

STATUTE

740 Ill. Comp. Stat. 10/7.2a

Transaction between two or more facilities not previously under common ownership if it is (i) between Illinois healthcare entities or (ii) between an Illinois healthcare entity and an out-of-state entity if the out-of-state entity has $10 million or more in annual revenue from patients residing in Illinois. 

Healthcare facilities or provider organizations that are parties to a transaction involving two or more healthcare facilities or provider organizations not previously under common ownership.

A “health care facility” includes the following facilities, organizations, and related persons: Hospitals, ambulatory surgical centers, kidney disease treatment centers; AND provider organizations with 20 or more physicians, including: physician organizations, physician-hospital organizations, independent practice associations, provider networks, and accountable care organizations.

There is a 30-day initial review period, with the possibility of a “Second Request” for additional documents and information, in which case, the transaction cannot close until 30 days after substantial compliance with the Second Request.

The statute does not say that affirmative approval is required once proper notice is completed. It seems that the transaction may proceed once the waiting period expires.

Notification can be accomplished by submitting a federal HSR filing; an Application for Change of Ownership with the Illinois Health Facilities and Services Review Board; or a letter containing information about the parties and the transaction and a list of locations where the parties provide health care services.

Filing Fees: There are no filing fees associated with filing a notice.

Penalties: $500 per day for noncompliance.

STATUTE

Ind. Code § 25-1-8.5

Healthcare entities, which include (i) diagnostic, medical, surgical, and dental treatment providers; (ii) insurers (subject to limited exemptions); (iii) health maintenance organizations; (iv) pharmacy benefit managers; (v) administrators; (vi) and private equity partnerships acquiring such entities.

Notification must include information about the entities and the transaction and a copy of any materials sent to federal or state agencies regarding the transaction. 

Filing Fees: There are no filing fees associated with filing a notice.

Penalties: No enumerated penalties included in the statute.

STATUTE

Mass. Gen. Laws. Ch. 6D, § 13 958 CMR 7.00

Any transactions that result in a material change to the operations or structure of a provider or provider organization.

“Material Changes” include: mergers or affiliations with, or acquisition of or by, carriers; mergers with or acquisitions of hospitals or hospital systems; any other acquisition, merger, or affiliation with another provider or provider organization that would result in an increase in annual patient service revenue of the provider or provider organization of $10 million or more; clinical affiliations with providers, or provider organizations having $25 million or more in annual patient service revenue;  formation of partnerships, joint ventures, accountable-care organizations, or parent corporations for contracting purposes.

Persons and entities who provide healthcare services in Massachusetts, including all behavioral health, substance use disorder, mental health, surgical, optometric, dental, podiatric, chiropractic, psychiatric, therapeutic, diagnostic, preventative, rehabilitative, supportive, and geriatric services.

Provider organizations in Massachusetts including physician organizations, physician–hospital organizations, independent practice associations, provider networks, accountable care organizations, or any other organization that contracts with carriers for payment for healthcare services.

One of the providers or provider organizations must have had at least $25 million in annual revenue from payor reimbursements for patient care.

The HPC must notify parties within 30 days of whether it is initiating a Cost and Market Impact Review (CMIR), and send any additional requests for information. Parties have 21 days to respond to requests. HPC must issue a final CMIR report within 185 days of the initial notification.

The transaction can be closed only after the HPC notifies that it is not initiating a CMIR or 30 days after the final CMIR report is issued.

The HPC has no authority to prohibit a transaction or require conditions of approval.

Notification must include information about the parties, the transaction, and the impact of the transaction; a description of other anticipated transactions; a list of other fillings and notifications related to the transaction; and other documents relating to the purpose and impact of the transaction.

Filing Fees: There are no filing fees associated with filing a Notice of Material Change form.

Penalties: No enumerated penalties included in the statute.

The HPC may refer parties failing to comply or a final CMIR report to the MA AG, but the statute does not grant any enforcement powers beyond those generally held by the MA AG.

STATUTE

Minn. Stat. § 145D

Transactions (or a series of transactions within a five-year period) that occurs in Minnesota or involves a Minnesota health care entity that constitutes: (i) a merger or exchange of healthcare entities; (ii) sales, leases, or transfers of 40% or more of a healthcare entity’s assets; (iii) granting a security interest in 40% or more of the assets; (iv) transfer of 40% or more of the shares or ownership; (v) changes to the governing body resulting in a transfer of  control; (vi) creation of new healthcare entities; (vii) agreements resulting in the sharing of 40% or more of revenues; (viii) modification of membership of that results in a change of 40% or more; or (ix) any other transfer or acquisition of control.

The notice requirement also applies to any series of healthcare transactions that occur within five-year period.

Any healthcare entity involved in a covered transaction, including hospitals, hospital systems, healthcare provider group practices, medical foundations, captive professional entities, and entities owned or controlled by entities listed above. 

“Large transactions” involve one entity with an average yearly revenue of $80 million; or when the transaction will result in an entity projected to have that amount of revenue when operating at full capacity.

“Small transactions” involve at least one entity with an average revenue between $10 and $80 million per year; or when the transaction will produce a final entity with an average revenue in that same range once the entity is operating at full capacity.

Large Transactions: Parties must notify both the Minnesota Department of Health (MDH) and the Minnesota Attorney General (MN AG)

Small Transactions: Parties only need to notify the Minnesota Department of Health (MDH)

The notice must be supplied at least 30 days prior to closing, or within 10 business days of the date the parties first reasonably anticipate entering into the transaction if the expected completion is within less than 30 days for “Small Transactions.”

The notice must be supplied at least 60 days pre-closing for “Large Transactions.”  The notice period may be extended up to 90 days by the Minnesota AG (MN AG) upon written notification.

Approval of MDH and/or MN AG is not required. There is no specific review period for MDH and MN AG.

For both “small” and “large” transactions, notices must include information concerning facilities, providers, geographic markets, competitors, strategic plans, corporate governance, and employees, among other topics.

For “Large Transactions,” notices must include information concerning synergies, financial models, valuations, financial data, and impact analysis reports as well as tax filings, copies of HSR Act filings (if applicable), and, for any deals involving nonprofit entities, sworn affidavits from certain directors and executives.

Filing Fees: There are no filing fees associated with the notice requirement.

Penalties: MN AG may bring an action in court to enjoin or unwind a Larger Transactions.

Large Transactions: May 27, 2023

Small Transactions: January 1, 2024 

STATUTE

Nev. Rev. Stat. § 439A.126 Nev.

Rev. Stat. § 598A.290 et seq.

Transactions that result in (i) a material change to the ownership, operations, or governance structure of a healthcare entity; or (ii) that cause a group practice or health carrier to provide within a geographic market 50% or more of any healthcare service.

Group practices located in Nevada, including entities with two or more practitioners organized in various types of entities; or health carriers subject to the insurance laws and regulations of Nevada.

The NV AG has 30 days to review, but no affirmative approval of transaction is required.

Notification must include the names of all practitioners involved, descriptions of the services provided, locations where healthcare services will be provided, and a summary of the transaction. 

Filing Fees: There are no filing fees associated with filing a notice.

Penalties: Up to $1,000 per day for noncompliance

STATUTE

Senate Bill 15

Forms and manners have not published.

Transactions involving New Mexico hospitals, including mergers, acquisitions, affiliations, or changes of control.  Control is presumed if a person directly or indirectly owns or controls 15% or more of the voting power or proxies of another entity. This presumption can be rebutted by demonstrating that the actual control does not exist.

New Mexico Hospitals.

Within 120 days of receipt, NMOSI shall complete its review and approve, approve with conditions, or disapprove the transaction.

The newly controlling entity must submit reports to NMOSI and the healthcare authority department for three years after approval or conditional approval.

Notice must include a description of parties; a description of the transaction; copies of all transaction agreements; a statement of the transaction goals and the impact on healthcare services in New Mexico; and the geographic service area of affected hospitals.

Filing Fees: There are no filing fees associated with the notice requirement, however, the parties shall pay the reasonable costs and expenses incurred by the office in the performance of the office’s or authority’s duties in conducting the review, including for costs associated with contracts with experts.

Penalties: No enumerated penalties included in the statute.

STATUTE

N.Y. Pub. Health Law § 4550 et seq.

A single transaction or series of transactions involving healthcare entities within 12 months that is material and resulted in $25 million or more increase in annual in-state revenue.

Covered transactions include:

1. Affiliations or contracts or other agreements that results in a change of control of a hospital in New York, including with a management services organization or health insurer;
2. The formation of a new corporation, partnership, joint venture, trust, parent organization or management services organization that results in a change of control of an existing hospital in New York; and
3. Sales, purchases, leases, new affiliations or any agreements that result in control of a hospital in New York. By statute, control can be presumed with as little as 15% share of voting securities.

Healthcare entities include physician practices or groups, management services organizations, or similar entities providing all or substantially all of the administrative or management services under contract with one or more physician practices; provider-sponsored organizations; health insurance plans; or any other kind of healthcare facility, organization, or plan providing healthcare services in New York.

Insurers and pharmacy benefit managers are exempted.

NY DOH’s approval is not required. NY DOH will makes transaction information public within 30 days of closing.

The notice must include a description of the parties; a description of the transaction; copies of transaction agreement; a list of locations impacted; and a description of plans to eliminate services or plan participation. 

Filing Fees: No filing fee is required to submit a Notice of Material Transaction form.

Penalties: Fines of up to $2,000 per day for noncompliance.

STATUTE

Or. Rev. Stat. § 415.500 et seq.

Or. Admin. R. 409-070-0000 through -0085

Transactions that result in a material change to the ownership, operations, or governance structure of a healthcare entity, including mergers or consolidations; sales, leases, or transfers of assets; acquisitions of stock or equity interest; changes in control of healthcare entities.

“Health care entities” include: (i) Healthcare professionals licensed or certified in Oregon; (ii) Hospitals; (iii) Hospital systems; (iv) Carriers that offer health benefits plans or Medicare Advantage plans in Oregon; (v) Coordinated care organizations or prepaid managed care health services organizations; (vi) Any other person or business entity that has as a “primary function the provision of health care items or services, including physical, behavioral or dental health items or services”; and (vii) Parent organizations or entities closely related to entities that provide health care items or services (including private equity).

Healthcare professionals licensed or certified in Oregon; hospitals; hospital systems; carriers that offer health benefits plans or Medicare Advantage plans in Oregon; coordinated care organizations or prepaid managed-care health services organizations; any other person or business entity that has as a “primary function the provision of health care items or services, including physical, behavioral or dental health items or services”; and parent organizations or entities closely related to entities that provide healthcare items or services (including private equity).

At least one party had average annual revenue of $25 million or more in the three most recent fiscal years; and another party to the transaction either (a) had average annual revenue of $10 million or more in the three most recent fiscal years or (b) for newly organized entities, is projected to have annual revenue of at least $10 million over its first full year of operation.

OHA’s approval is required. OHA has 30 days for a preliminary review to decide whether to approve the transaction or initiate a comprehensive 180-day review. OHA can “stop the clock” for incomplete filings or additional information requests, potentially extending the review beyond 180 days.

The notice must include a description of the parties; a description of the transaction and its impact; copies of the transaction agreements (if requested by OHA); identification of the locations and revenues of services in Oregon; and a description of any plans to reduce or eliminate services.

Filing Fees:  The following fees shall be paid to the Authority in connection with a notice of material change transaction filing:

1. 1. $2,000 for an emergency transaction or a preliminary review;
   2. For a comprehensive review of a transaction:

1. 1. 1. $25,000 for transactions in which the revenue of the smaller entity is greater than or equal to $10 million and less than $50 million;
      2. $80,000 for transactions in which the revenue of the smaller entity is greater than or equal to $50 million and less than $200 million;
      3. $90,000 for transactions in which the revenue of the smaller entity is greater than or equal to $200 million and less than $500 million;
      4. $100,000 for transactions in which the revenue of the smaller entity is greater than or equal to $500 million.

Penalties: Fines of up to $10,000 for noncompliance.

OHA may seek an injunction to block transactions and other equitable relief.

STATUTE

R.I. Gen. Law § 23-17.14

Transfers of at least 20% of ownership or control of a hospital.

Hospitals licensed to operate in Rhode Island.

Approvals from RI AG and RI DOH are required.

Within 30 days of receiving notice, the RI AG and RI DOG either accept the filing or request additional information. Parties have 30 days to provide the required information. The RI AG and DOH then have 10 working days to determine whether the application is sufficient.

RI AG and DOH must issue a decision within 180 days of the acceptance of the application.

The notice must include organizational documents; board minutes and documents; and financial, operational, and employee records and patient statistics for the prior 3 years.

Filing Fees: There are no filing fees associated with submitting the notice/application.

Penalties: RI AG may revoke hospital’s license and impose fines up to $2 million.

STATUTE

18 V.S.A. § 9405c

Any purchase or transfer results in a hospital owning or controlling the business of a medical practice.

Vermont-licensed hospitals and medical practices with one or more physicians. 

The notice must at least include a description of the parties. 

Filing Fees: There are no filing fees associated with filing a notice.

Penalties: No enumerated penalties included in the statute. The statute does not grant additional power to block or modify transaction beyond existing Vermont antitrust laws.

STATUTE

Wash. Rev. Code § 19.390.

Transactions between Washington hospitals and provider organizations or between a Washington hospital or provider organization and an out-of-state entity with at least $10 million in annual revenue from Washington residents.   

Washington hospitals, hospital systems, or provider organizations representing seven or more providers. 

WA AG’s approval is not required.WA AG may request additional information within 30 days of receiving notice but cannot extend the review period.

The notice must include a description of the parties; a list of party locations where healthcare services are currently provided; a description of the nature and purpose of the proposed transaction; and a copy of HSR filing if appliable.

Filing Fees: There are no filing fees associated with filing a notice.

Penalties: Fines of up to $200 per day for noncompliance