§ 97438. Filing of Notices of Material Change Transactions.
22 CA ADC § 97438Barclays Official California Code of RegulationsEffective: August 22, 2024
Effective: August 22, 2024
22 CCR § 97438
§ 97438. Filing of Notices of Material Change Transactions.
(a) A notice of material change transaction pursuant to section 127507 of the Code required to be filed under this section (“notice”) shall be made under penalty of perjury using the portal on the Office's website at www.hcai.ca.gov/login. A health care entity shall also attest it used reasonable diligence to ascertain the information required by this section. A health care entity or its agent filing via the portal shall create a portal account by inputting a first and last name, valid e-mail account, display name, and password, and submit a system-generated verification code. Alternatively, the health care entity or agency may use an existing media account from Microsoft or Google to access the portal.
(b) Form and Contents of Public Notice. A health care entity submitting a notice (“submitter”) shall indicate which threshold(s) and circumstance(s) are met, pursuant to section 97435(b) and (c), respectively, and provide the following information to the Office for public posting on the Office's website:
(i) For health care providers or fully integrated delivery systems, include a summary of provider type (hospital, physician group, etc.), facilities owned or operated, service lines, number of staff, geographic service area(s), and capacity (e.g., number of licensed beds) or patients served (e.g., number of patients per county) in California in the last year.
(F) List of current California health care-related licenses and license or registration numbers issued by regulatory agencies such as the Department of Managed Health Care, the Department of Insurance, and the Department of Public Health; state and local business licenses related to the provision of health care services; registration(s) with the Secretary of State held by the submitter, if any; and for any current health-care related license(s) held outside of California, identification of license type and state of issuance. For purposes of this subsection, provide the health care license type and numbers only for those facilities, services, and professions involved in the transaction. Individual professional license information is not required to be provided.
(3) Identification of all parties to the transaction and indication whether any health care entities who are parties to the transaction will be submitting a notice. For each entity that is a party to the transaction, the submitter shall exercise reasonable diligence to ascertain and shall describe the following:
(B) Ownership type (corporation, partnership, limited liability company, etc.), including any affiliates, subsidiaries, or other entities that control, govern, or are financially responsible for the health care entity or that are subject to the control, governance, or financial control of the health care entity;
(F) If a health care provider or a fully integrated delivery system is a party to, or the subject of, the transaction, include a summary of provider type (hospital, physician group, etc.), facilities owned or operated, service lines, number of staff, geographic service area(s), and capacity (e.g., number of licensed beds) or patients served (e.g., number of patients per county) in California in the last year;
(H) If a payer or a fully integrated delivery system is a party to, or the subject of, the transaction, include a list of all counties where coverage is sold, counties in which they are licensed to operate by the Department of Managed Health Care and/or the Department of Insurance, and the number of enrollees residing in each listed county in the year preceding the transaction; and
(B) Levels and type of health care services currently offered, such as the full range of reproductive health care and sexual health care services, specialized services for LGBTQ+ populations, labor and delivery services, pediatric services, behavioral health services, cardiac services, and emergency services, and any post-transaction changes thereto;
(c) Documents to Be Submitted with Notice. Except for documents submitted pursuant to subsection (c)(1), if a submitter is submitting a document in response to either subsections (b) or (c), a submitter may reference the page number or section of that submission in response to another subsection. Submitters shall upload the following documents in machine-readable portable document format (.pdf), with sections bookmarked, as applicable:
(8) Certified financial statements for the prior three years and any documentation related to the liabilities, debts, assets, balance sheets, statements of income and expenses, any accompanying footnotes, and revenue of all entities that are parties to the transaction. “Certified financial statements” mean audited financial reports, or if a health care entity does not routinely prepare audited financial reports, comprehensive financial statements. Comprehensive financial statements shall include details regarding annual costs, annual receipts, realized capital gains and losses, and accumulated surplus and accumulated reserves using the standard accounting method routinely used by the health care entity. Comprehensive financial statements must be supported by sworn written declarations by the chief financial officer, chief executive officer or other officer who has financial management and oversight responsibility, certifying the comprehensive financial statement is complete, true, and correct in all material matters to the best of their knowledge, and that the health care entity does not routinely prepare audited financial reports, or the most recent audited financial report is not available. For California-derived revenue requirements (as used in this Article), the certification under this paragraph requires that revenue be calculated as it was generated or occurred in California rather than when booked, accrued, or taxed;
(d) Confidentiality of Documents Submitted with Notice. All of the information provided to the Office by the submitter shall be treated as a public record unless the submitter designates documents or information as confidential when submitting through the Office portal system and the Office accepts the designation in accordance with paragraphs (1) through (3) below.
(1) A submitter of a notice pursuant to this section or a submitter requesting expedited review pursuant to section 97439 may request confidential treatment of information or documents submitted. The submitter shall file two versions of any document for which confidentiality is requested. The nonpublic version shall be unredacted and shall be maintained as confidential by the Office and Department pending a determination of confidentiality. The public version, which may be made available to the public by the Office, shall have the confidential portions removed or redacted. Requests for confidentiality of publicly available information or documents will be denied.
(2) Marked-confidential versions of stock purchase agreements, compensation documents, contract rates, transaction valuation documentation provided in response to subsection (c)(3), and unredacted résumés are deemed confidential and nonpublic by the Office, pursuant to section 127507.2(c)(2) of the Code.
(3) A submitter claiming confidentiality in respect to portions of a notice, a request for expedited review, or any documents not specified in subsection (d)(2) thereafter submitted in support of the notice, shall include a justification that provides a detailed statement of the grounds enumerated in (A) through (D), below, on which confidentiality is claimed, a statement of the specific time for which confidential treatment of the information is necessary, and a statement that the information has been confidentially maintained by the entity. The detailed statement in support of the request for confidentiality shall indicate whether any of the following applies:
(4) When the Office makes a determination regarding a request for confidential treatment, the submitter will be notified in writing. If a request for confidential treatment is granted, the information will be marked “Confidential” and kept separate from the public file. With the exception of disclosure to the Attorney General pursuant to sections 127507.2(c)(1) and 127507.2(d)(1) of the Code, the Office and the Department shall keep confidential all nonpublic information and documents designated as confidential pursuant to this section. If a request for confidentiality is denied, a submitter may withdraw any information or documents for which it requested confidentiality in its submission by submitting a request through the portal.
(f) Withdrawal of Notice. A submitter may withdraw a notice for any reason by submitting a written request at any time after submission of the notice and until the Office issues its final report, as described in section 97442. The Office will remain entitled to collect any costs incurred in connection with any reviews up until the first business day after the withdrawal notice is received, pursuant to section 127507.4 of the Code.
Credits
Note: Authority cited: Sections 127501 and 127501.2, Health and Safety Code. Reference: Sections 127507, 127507.2 and 127507.4, Health and Safety Code.
History
1. New section filed 12-18-2023 as an emergency; operative 12-18-2023 (Register 2023, No. 51). Pursuant to Health and Safety Code section 127501.2, subdivision (b), this regulation shall be repealed by operation of law on 12-19-2028 unless the adoption, amendment, or repeal of the regulation is promulgated by the Department of Health Care Affordability pursuant to Chapter 3.5 (commencing with Section 11340) of Part 1 of Division 3 of title 2, of the Government Code before that date.
2. Change without regulatory effect amending subsection (d)(2) filed 2-1-2024 pursuant to section 100, title 1, California Code of Regulations (Register 2024, No. 5).
3. New section, including amendment of subsections (a), (b)(1)(F), (b)(3), (b)(3)(F), (b)(3)(H)-(I), (b)(10)(A), (b)(10)(D), (c)(4), (c)(7), (d)(1), (d)(3) and (d)(4), refiled 8-22-2024 as an emergency; operative 8-22-2024 (Register 2024, No. 34). Pursuant to Health and Safety Code section 127501.2, subdivision (b), this regulation shall be repealed by operation of law on 12-19-2028 unless the adoption, amendment, or repeal of the regulation is promulgated by the Office of Health Care Affordability pursuant to Chapter 3.5 (commencing with Section 11340) of Part 1 of Division 3 of title 2, of the Government Code before that date.
This database is current through 9/20/24 Register 2024, No. 38.
Cal. Admin. Code tit. 22, § 97438, 22 CA ADC § 97438
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