OAR 409-070-0010: Covered Transactions

(1) Pursuant to ORS 415.500(6) and (10) and subject to the materiality standards under OAR 409-070-0015, transactions that are subject to review under these rules are the following: (a) A merger or consolidation of a health care entity with another entity; (b) An acquisition of a health care entity by another entity; (c) A transaction to form a new contract, new clinical affiliation or new contracting affiliation between or among health care entities that will eliminate or significantly reduce essential services; (d) Formation of a corporate affiliation involving at least one health care entity; or (e) A transaction to form a new partnership, joint venture, accountable care organization, parent organization or management services organization between or among health care entities that will: (A) Eliminate or significantly reduce essential services; (B) Consolidate or combine providers of essential services when contracting payment rates with payers, insurers, or coordinated care organizations; or (C) Consolidate or combine insurers when establishing health benefit premiums. (2) An acquisition of a health care entity occurs when: (a) Another person acquires control of the health care entity including acquiring a controlling interest as described in OAR 409-070-0025; (b) Another person acquires, directly or indirectly, voting control of more than fifty percent (50%) of any class of voting securities of the health care entity other than a domestic insurer as described in OAR 409-070-0025(1)(c); (c) Another person acquires all or substantially all of the health care entity's assets and operations; (d) Another person undertakes to provide the health care entity with comprehensive management services; or (e) The health care entity merges tax identification numbers or corporate governance with another entity. (3) A significant reduction of services occurs when the transaction will result in a change of one-third or more of any of the following: (a) An increase in time or distance for community members to access essential services, particularly for historically or currently underserved populations or community members using public transportation; (b) A reduction in the number of providers, including the number of culturally competent providers, health care interpreters, or traditional healthcare workers, or a reduction in the number of clinical experiences or training opportunities for individuals enrolled in a professional clinical education program; (c) A reduction in the number of providers serving new patients, providers serving individuals who are uninsured, or providers serving individuals who are underinsured; (d) Any restrictions on providers regarding rendering, discussing, or referring for any essential services; (e) A decrease in the availability of essential services or the range of available essential services; (f) An increase in appointment wait times for essential services; (g) An increase in any barriers for community members seeking care, such as new prior authorization processes or required consultations before receiving essential services; or (h) A reduction in the availability of any specific type of care such as primary care, behavioral health care, oral health care, specialty care, pregnancy care, inpatient care, outpatient care, or emergent care as relates to the provision of essential services. (4) Any change in the sub-regulatory guidance document pertaining to paragraph (3) of this rule shall be effective no less than 180 calendar days after publication. (5) The foregoing standards in paragraph (3) of this rule do not alter any regulatory standards that may otherwise apply to a health care entity.