Health Care Transparency

CALIFORNIA

Notice Recipient: California - Office of Health Care Access

Cal. Health & Saf. Code §§ 127500 et. seq.; 22 C.C.R. §§ 97431-97442

Type of Filing / Timing: Notice Filing / 90 Days

Covered Transactions and Parties

Notice obligations apply to “material change transactions” involving: (1) a health care entity with annual revenue of at least $25 million or that owns or controls California assets of at least $25 million; (2) a health care entity with annual revenue of at least $10 million or that owns or controls California assets of at least $10 million and is a party to a transaction with any health care entity satisfying (1); OR (3) a health care entity located in a designated primary care health professional shortage area in California. Health care entities include payors, providers fully integrated delivery systems and PBMs.

Notice requirements do not apply to transactions subject to review by the Department of Managed Health Care or the California Insurance Commissioner, those under the Knox-Keene Health Care Service Plan Act, or certain transactions involving nonprofit corporations.

Summary of Process

OHCA will notify the submitter within 60 days of a complete notice if they will conduct a Cost and Market Impact Review (CMIR). If CMIR is required, the review takes up to 90 days, subject to additional 30 day extension. The review time is tolled if additional documentation is needed.

Upon completion of the CMIR, OHCA will issue a preliminary report of its findings and the parties and the public may submit comments within 10 days of the issuance of the preliminary report. OHCA will issue a final report within 15 days of the close of the comment period. Parties may not close the transaction until 60 days following the issuance of the final report.

Expedited review may be requested in the case of severe financial distress or likelihood of significant reduction in critical health care services.

Additional Considerations

All information submitted shall be treated as public record and available for public posting on the Office’s website unless the submitter designates the documents as confidential (and Office accepts such designation).

 

COLORADO

Notice Recipient: Colorado - Attorney General

Colo. Rev. Stat. §§ 6-19-101 - 6-19-407

Type of Filing / Timing: Notice Filing / 60 Days

Covered Transactions and Parties

Filing requirement only applies to licensed and certified hospitals that are parties to covered transactions. Covered transactions include any transaction (or aggregate of transactions within a five-year period) that would result in the sale, transfer, lease, exchange, or other disposition of 50% or more of the assets of a hospital. This includes the sale, transfer, or other disposition of the control of a parent company, holding company, or other entity controlling a hospital.

Summary of Process

Public notice of the transaction must be given within seven (7) days of notification to the Attorney General. Information required for notification depends on whether the parties to the transactions are nonprofit or for-profit entities.

The Attorney General will determine whether to conduct an assessment of transaction. The statute does not include specific review criteria for transactions between for-profit entities.

Additional Considerations

Documents will be available to the public for review and copying.

Failure to file notice may result in restraining order or injunction.

 

CONNECTICUT

Notice Recipient: Connecticut - Attorney General

Conn. Gen. Stat. Ann. §19a-486i

Type of Filing / Timing: Notice Filing / 30 Days (or at time of federal HSR filing)

Covered Transactions and Parties

Notification is required by: (1) parties to transactions involving a hospital, hospital system or other health care provider subject to HSR (federal Hart-Scott-Rodino) filing; or (2) parties to a transaction resulting in material changes to the structure of a group practice (e.g., merger, consolidation, affiliation, purchase, employment arrangement involving another group practice resulting in practice comprised of eight or more physicians) or merger, consolidation, affiliation, purchase by hospitals and/or hospital systems.

Applicable transactions involving group practices include mergers with group practices or hospitals, acquisition of all of the assets or equity interests of a group practice, employment of all of the physicians of a group practice, and the acquisition of an insolvent group practice.

Regardless of whether a group practice is involved, entities that file federal HSR notice must, at the same time of their filing, submit a copy to the Colorado AG.

Summary of Process

Information required will depend on whether the transaction is one that involves a material change to a group practice or an affiliation between hospitals.

Covered transactions involving group practices also require 30-day post-closure notification to the Office of Health Strategy. The Office of Health Strategy will publicly post the notice on its website.

The law requires annual reports to be filed with the Attorney General and Office of Health Strategy by certain group practices (30+ physicians), hospitals with group practice ownership or affiliations and hospitals with affiliations with other hospitals.

Additional Considerations

The transaction and information submitted during the notification will be treated as confidential and is not available to the public.

 

HAWAII

Notice Recipient: Hawaii - State Health Planning and Development Agency and Attorney General

Haw. Rev. Stat § 323D-71 et seq.

Type of Filing / Timing: Filed for Prior Approval or Notice Filing / 90 days

Covered Transactions and Parties

Purchaser of a hospital must receive approval from the State Health Planning and Development Agency for all acquisitions that result in at least 20% change of ownership or control or result in the purchaser holding 50% or greater ownership or control of that hospital.

Summary of Process

Within 90 days after receiving a complete application, the State Health Planning and Development Agency will review the application and approve or disapprove the acquisition.

Within 20 days after receiving a complete application, the Attorney General shall notify the applicant if a review is warranted. The AG shall approve or disapprove the acquisition within 90 days after receipt of the application.

Additional Considerations

Public hearing may be held to aid in assessment of the application.

 

ILLINOIS

Notice Recipient: Illinois - Attorney General

740 Ill. Comp. Stat. 10/7.2a

Type of Filing / Timing: Notice Filing / 30 days

Covered Transactions and Parties

Health care facilities and provider organizations that are subject to covered transactions must provide the Attorney General notice.

“Health care facilities” include: ambulatory surgical centers, hospitals, kidney disease treatment center and certain facilities providing outpatient surgical procedures, facilities subject to the Illinois Health Facilities Planning Act. “Provider organizations” are the business of health care delivery or management that represent 20% or more health care providers in contracting with health carriers or third-party administrators for payment of health care services.

Covered transactions include all transactions, such as mergers, acquisitions or contracting affiliations, between Illinois entities that were not previously under common ownership. Transactions that include out of state entities are also subject to the notice requirement if the transaction is anticipated to generate at least $10 million in annual revenue for the out of state entity.

Summary of Process:

Parties cannot proceed with transaction until 30 after notice; if AG makes additional requests for information following initial notification, the covered transaction may not proceed until 30 days after parties have complied with the request.

Transactions subject to HSR filings will satisfy the notice requirement by providing a copy of the HSR filing to the AG at the same time it is provided to the federal government. Transactions requiring a change of ownership filing with the Health Facilities and Services Review Board will satisfy this notice requirement when the change of ownership application is filed.

Additional Considerations

Failure to comply may result in civil penalty up to $500 / day. AG may also seek restraining order or injunction if parties engage in covered transaction without complying with notice requirements.

 

INDIANA

Notice Recipient: Indiana - Attorney General

SB 9

(Ind. Code § 25-1-8.5)

Passed into law on March 13, 2024, and becomes effective July 1, 2024.

Type of Filing / Timing: Notice Filing / 90 days

Covered Transactions and Parties

Notice requirement applies when an Indiana health care entity is involved in a merger or acquisition with another health care entity with total assets, including combined entities and holdings, of at least $10 million.

Health care entities include organizations that provide diagnostic, medical, surgical, dental, or rehabilitative care; insurers that issue accident and sickness policies; health maintenance organizations; pharmacy benefit manages; and administrators (as defined in Ind. Code § 27-1-25-1). Health care entities also include private equity partners seeking to enter into a merger or acquisition with a health care entity.

Summary of Process

Within 45 days of submission, the AG will review the notice for antitrust concerns. The AG may issue a civil investigative demand for additional information.

Additional Considerations

All nonpublic information will be kept confidential and may not be released to the public.

 

MASSACHUSETTS

Notice Recipient: Massachusetts - Health Policy Commission

Mass Gen. Laws. Ch. 6D, § 13; 958 Mass. Code Regs. 7.01, et. seq.

Type of Filing / Timing: Notice Filing / 60 days

Covered Transactions and Parties

Provider and provider organizations that have more than $25 million in net patient revenue must give the Health Policy Commission, Center for Health Information and Analysis, and the Attorney General notice ahead of material change transactions.

Material changes include corporate mergers, acquisitions, or affiliations with carriers, hospitals, hospital systems, insolvent provider organizations, and provider organizations that will result in a provider organization having a near-majority of market shares in a given area.

“Provider” means any person, corporation, partnership, governmental unit, state institution or any other entity qualified under the laws of the commonwealth to perform or provide health care services. “Provider organization” includes entities and groups in the business of health care delivery or management that represents one or more health care Providers in contracting with Carriers or third-party administrators for the payments of Health Care Services. Provider Organizations include physician organizations, physician-hospital organizations, independent practice associations, Provider networks, accountable care organizations and any other organization that contracts with Carriers for payment for Health Care Services.

Summary of Process

The Commission shall inform each notifying Provider or Provider Organization of any determination to initiate a Cost and Market Impact Review within 30 days of its receipt of a completed Notice of Material Change.

If market impact review is conducted, a final report on cost and market impact shall be issued within 185 days of notice.

Any proposed Material Change shall not be completed until the Commission has informed the Provider or Provider Organization of any determination not to initiate a Cost and Market Impact Review or until at least 30 days after the Commission has issued its Final Report on a Cost and Market Impact Review.

Additional Considerations

All non-public information will be kept confidential; information included on the Notice of Material Change form itself is considered public information.

 

MINNESOTA

Notice Recipient: Minnesota - Attorney General; Commissioner of Health

Minn. Stat. § 145D.01-02

Type of Filing / Timing: Notice Filing / 30 or 60 days (depending on transaction size)

Covered Transactions and Parties

All health care entities that are parties to covered transactions must provide notice to the Attorney General and Commissioner. Transactions involving entities with between $10 and $80 million in revenue must provide at least 30 days advance notice. Transactions with entities having greater than $80 million in revenue require 60 days advance notice.

Health care entities include hospitals, hospital systems, captive professional entities, medical foundations, health care provider group practices, any entity organized and control by a health care entity and any entity that owns or controls a health care entity. Control includes causing direction of management.

Covered transactions include a single or series of transactions within a 5-year period that involve transfer of 40% or more of the assets of an entity and those that change the control of a health care entity.

Excluded transactions include but are not limited to the receipt of secured loans for business improvement not directly affecting the delivery of health care and those solely for the purpose of clinical trials or graduate medical education research.

Summary of Process

The AG may extend review time an additional 90 days or waive waiting period.

Notification includes extensive disclosure requirements (including anticipated expansion), though the quantity and types of information that entities need to provide depends on the size of the transaction. Nonprofit health care entities may also have additional reporting requirements. The data and information provided may be used to study the impact of health care transactions on access to or the cost of health care services, consolidation, and quality.

The AG or commissioner may hold public listening sessions to obtain input on the transaction from community members who may be impacted.

Additional Considerations

The law prohibits transactions that substantially lessen competition or tend to create a monopoly or monopsony.

The AG may bring action to enjoin or unwind a transaction that violates this law or is necessary to protect public interest.

 

NEVADA

Notice Recipient: Nevada -

Attorney General; Department of Health and Human Services

Nev. Rev. Stat. §§ 598A.290 et seq.

Type of Filing / Timing: Notice Filing / 30 days (or at time of federal HSR filing)

Filing 60 days post-closing for certain group practice transactions / contracts.

Covered Transactions and Parties

Any party conducting business in Nevada and party to a reportable health care or health carrier transaction must provide at least 30 days’ notice to the Attorney General. Reportable transactions include those that would (1) result in a material change to the business or corporate structure of a group practice or health carrier such as by merger, consolidation, affiliation, acquisition or employment of substantially all of the practitioners in a group practice; and (2) would cause a group practice or health carrier to provide more than 50% or more of the health care services within a geographic market, including a health care service involving a specialty.

In a separate statute, within 60 days following finalizing a transaction or execution of a management contract:

A hospital shall notify the Department of Health and Human Services of any merger, acquisition or joint venture with an entity, including physician group practice, to which the hospital is a party or any contract for the management of the hospital.

A physician group practice shall notify the Department of a merger, consolidation or affiliation between physician group practices; the acquisition of substantially all assets of a group practice; the acquisition of substantially all stock or equity interests of a physician group practice; or the employment of substantially all physicians in a practice. Notification applies only if practices represent at least 20% of the physicians who practice in any specialty in a primary service area and the practice represents the largest number of physicians of any physician group practice that is a party to or owned by a party to the transaction or contract.

Summary of Process

The statute does not specify review process for 30-day notice of reportable health care or health carrier transactions. All information included in the notice will be kept confidential.

For the 60-day post-closing notice tied to hospitals and physician group practices, information provided in the Department notice will be posted on the Department’s website. The Department will prepare an annual report regarding market transaction and concentration of health care.

Additional Considerations

Violations of the 30-day filing requirement are subject to a civil penalty up to $1000 / day.

Physicians who fail to provide 60-day post- closing notice may be reported to their licensing board.

 

NEW MEXICO

Notice Recipient: New Mexico -

Office of Superintendent Insurance

S.B. 15

Passed into law on March 1, 2024, and becomes effective May 15, 2024.

Type of Filing / Timing: Notice for Prior Approval / 120 days

Covered Transactions and Parties

At least one of the parties to each covered transaction must submit notice for approval to the Office of Superintendent Insurance.

Covered transactions include hospital mergers, acquisitions, affiliations, or formation of entities that result in a change of control, and any other type of transaction that results in a change of control of a hospital in NM (including with a management services organization or health insurer).

Summary of Process

Within 120 of receiving a complete application, the office will either approve, approve with conditions, or disapprove the transaction and notify the submitting party. The timing for review may be tolled if the Office requests additional information for the review.

Office may immediately approve a transaction required to maintain hospital solvency or there is an emergency threatening continued provision of health care services.

Entering into a binding agreement, as long as the transaction is subject to regulatory review. Transaction cannot be effectuated without approval.

Additional Considerations

All information will be kept confidential.

Parties may be required to pay costs incurred by the Office for this review (including outside experts).

Conditional approval of transaction may require post-closing reporting for three years.

 

NEW YORK

Notice Recipient: New York - Department of Health

N.Y. Pub. Health Law §§ 4550 -4552

Type of Filing / Timing: Notice Filing / 30 days

Covered Transactions and Parties

All health care entities that are parties to a material transaction must provide written notice to the Department of Health.

A “material transaction” includes a single or series of transactions within a 12-month period that results in an increase of in-state revenue by $25 million or more. Transactions may include merger, acquisition, affiliation agreement or formation of partnership, joint venture, ACO, parent organization or management services organization.

“Health care entity” includes physician practices, groups, or 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 organization, health insurance plan, or any other kind of health care facility, organization or plan providing health care services in the state.

Summary of Process

During the 30-day period prior to closing, the DOH will post on its website a summary of the transaction, an explanation of the parties to the transactions, and information about the health care services provided.

A health care entity that is a party to a material transaction shall notify the department upon closing of the transaction.

Additional Considerations

DOH will submit copies of notice with supporting documentation to the antitrust, health care and charities bureaus of the office of the New York attorney general.

Failure to notify the department of a material transaction under this section shall be subject to civil penalties.

 

OREGON

Notice Recipient: Oregon - Oregon Health Authority

Or. Rev. Stat.

§415.500 et seq.

Type of Filing / Timing: Notice for Prior Approval / 180 days

Covered Transactions and Parties

All health care entities that are parties to a material change transaction must submit notice for approval to the Oregon Health Authority. Health care entity includes licensed professionals, hospitals, carriers that offer a health benefit plan in the state, MA plan, coordinated care organization and any other entity whose primary function is the provision of health care items or services or that is a parent organization, or is closed related to, an entity that has a primary function to provide health care items or services. Entity excludes long term care facilities and residential facilities and homes.

Material change transactions include those in which at least one party has an average revenue of $25 million in the preceding 3 fiscal years and the other party has or is projected to have at least $10 million in revenue. Material change transactions also include transactions between Oregon health care entities and out-of-state entities if resulting in increased price or limited access to health care. Transactions that are excluded from the notice requirement include: clinical affiliation of entities for the purpose of clinical trials or medical education; medical services contracts; and contracts involving one health care entity that controls and bills for the second health care entity.

Summary of Process

Within 30 days of receiving a notice, OHA shall review the notice to determine if the transaction has potential to have a negative impact on access to affordable health care. OHA will either approve the transaction or opt to conduct a more comprehensive review which must be completed with 180 days of receipt of the notification.

 

RHODE ISLAND

Notice Recipient: Rhode Island - Department of Health; Attorney General

R.I. Gen. Laws § 23-17.14

Type of Filing / Timing: Notice for Prior Approval / 180 days

Covered Transactions and Parties

All parties to the covered transactions (“conversions”) are required to file an application and seek approval from the Department of Health and the Attorney General prior to the transaction.

Conversions include those transactions that result in a transfer of ownership, authority, control (including voting rights), or possession of at least 20% of a hospital.

Summary of Process

Within thirty (30) days after receipt of an initial application, the DOH and AG shall jointly advise the applicant whether the application is complete. The department of attorney general and department of health shall each approve, approve with conditions directly related to the proposed conversion, or disapprove the application within one hundred eighty (180) days of the date of acceptance of the application. Public input is sought through written comment and informational public meetings, as applicable.

The transacting parties are required to provide an extensive amount of information, including names, addresses, and contact information of all board members, officers, trustees, executives, and senior managers. The parties must provide agendas and minutes from all of their committee meetings for the preceding 2 years, a wide array of detailed financial information, patient statistics for the prior 3 years, and a variety of details on staffing and health care services anticipated to change due to the transaction.

Additional Considerations

All information submitted as part of the application will be considered confidential and/or proprietary.

 

VERMONT

Notice Recipient: Vermont - Attorney General

18 Vt. Stat. Ann. §§ 9405c et seq.

Type of Filing / Timing: Notice Filing / 90 days (or as soon as practicable prior to the effective date of transaction)

Covered Transactions and Parties

Hospitals must provide notice to the Office of the Attorney General when engaging in transactions that result in the hospital acquiring a medical practice.

Summary of Process

Statute does not specify review process.

Additional Considerations

All information provided is considered confidential except to the extent necessary to allow the Office to assess potentially anticompetitive practices.

 

WASHINGTON

Notice Recipient: Washington - Attorney General

Wash. Rev. Code § 19.390.030

Type of Filing / Timing: Notice Filing / 60 days

Covered Transactions and Parties

All parties to material change transactions must submit written notice to the attorney general. Material change transactions include a merger, acquisition, or contracting affiliations between hospitals, hospital systems, or provider organizations. Transactions between a Washington entity and out-of-state entity are covered when the out-of-state entity generates $10 million or more in revenue from patients in Washington.

”Provider organization” means an entity, including group of persons, in the business of health care delivery or management that represents seven or more health care providers in contracting with carriers or third-party administrators for the payment of health care services. Provider organization includes physician organizations, physician-hospital organizations, independent practice associations, provider networks and accountable care organizations.

Summary of Process

Within 30 days of receiving notice, the attorney general will notify the submitting party for any requests of additional information.

Transactions subject to HSR filings may satisfy the notice requirement by providing a copy of the federal filing.

Additional Considerations

AG may determine investigation under the consumer protection act is warranted for potential anti-competitive conduct or consumer harm.

Noncompliance is subject to civil penalty of up to $200 / day.