OAR 409-070-0045: Form and Contents of Notice of Material Change Transaction

(1) A notice of material change transaction required to be filed under OAR 409-070-0030(1)(a) must be made using the form available at the Program website. Unless expressly provided otherwise, if any item is inapplicable or the answer to any item is in the negative, a statement to that effect must be made. (2) A party or the parties to a material change transaction for which a filing will be made under this rule are encouraged to contact the Authority and arrange for a pre-filing conference. If the Authority decides to conduct a comprehensive review under OAR 409-070-0060, the Authority must offer the party or parties a comprehensive review conference. The pre-filing conference or comprehensive review conference must preview the transaction and filing and the Authority's expectations for the review of the transaction including timing, the use of outside experts, the potential involvement of a community review board in accordance with OAR 409-070-0062, and other relevant issues. As applicable, the Department will participate along with the Authority in any such conference. The party or parties to a material change transaction under review may request a pre-filing conference, a comprehensive review conference, or other conference with the Authority at any time during the preliminary or comprehensive review period. (3) One complete copy of the notice, including exhibits and all other papers and documents filed as part of the notice, must be filed with the Authority by electronic delivery. (a) The notice must be signed electronically or otherwise in the manner prescribed in the notice form. (b) The notice must include only non-confidential public-facing responses on the notice form with all information designated as “CONFIDENTIAL” under OAR 409-070-0070 provided separately as a supplemental attachment to the notice form. (c) All exhibits, attachments, or other papers and documents filed as part of the notice must be in compliance with the requirements of OAR 409-070-0070. (4) All copies of any financial statements or exhibits must be clear, easily readable and suitable for printing. Debits in credit categories and credits in debit categories must be designated so as to be clearly distinguishable as such. The notice and statements therein must be in clear, readable, English language and monetary values must be stated in United States currency. If any exhibit or other paper or document filed with the notice is in a foreign language, it must be accompanied by a translation into the English language. Any monetary value shown in a foreign currency must be converted into United States currency. (5) A notice of material change transaction must include either complete and final executed copies of all the definitive agreements pursuant to which the transaction will be documented and closed, draft definitive agreements, or a term sheet. If a notice is filed on the basis of a term sheet, then: (a) Unless extended in writing by the Authority, the parties must furnish the Authority with complete and final executed copies of all the definitive agreements pursuant to which the transaction will be documented and closed, or draft definitive agreements in lieu of complete and final executed copies, together with a detailed description of any respect in which the definitive agreements depart from the term sheet, no later than 15 days after the commencement of the preliminary review period. If the parties are unable to furnish complete and final executed copies of all definitive agreements or draft definitive agreements within this time period, then the Authority will either suspend the proposed transaction pursuant to ORS 415.501(10) or notify the entities that the running of the period for review of the notice will be tolled under OAR 409-070-0085 until the parties have furnished copies of such final executed definitive agreements or draft definitive agreements. (b) To the extent that the definitive agreements materially deviate from the term sheet, the Authority may extend the review period and may withdraw or modify an order based on the term sheet. (6) If the Authority considers a notice of material change transaction to be incomplete, the Authority must notify the parties of the information or clarification that is required. (7) Any party that has filed a notice of material change transaction must promptly advise the Authority of any changes in the information so furnished on the notice arising subsequent to the date upon which the information was furnished but prior to disposition of the material change transaction by the Authority. (8) The Authority may require that statements of revenue and revenue projections be presented in accordance with generally accepted accounting principles or statutory accounting principles, as applicable, and be prepared by a duly qualified and credentialed accounting expert. (9) The Authority's review of the information provided in a notice of material change must be analyzed using the Analytic Framework, published on the Program website, with standards that: (a) Are clear, fair, predictable, and consistent; (b) Use measures of quality and access that can be meaningfully compared to current and past performance across Oregon and, if available, in other states; and (c) Include equity analyses that stratify cost, quality, and access data by the characteristics specified in the definition of health equity to the greatest extent allowable by data availability. (10) After submission, any party to a notice of material change transaction may rescind the notice at any time and for any reason. If the Authority has not commenced a preliminary review under OAR 409-070-0055, the fee paid in connection with the notice must be refunded. If the Authority has commenced a preliminary review under OAR 409-070-0055, the fee paid in connection with the notice shall not be refunded, and the parties shall remain obligated to reimburse the Authority for costs and expenses incurred prior to withdrawal in accordance with OAR 409-070-0050. (11) A health care entity that is a party to an approved material change transaction must notify the Authority, in writing, of the completion of the transaction no more than one business day after the completion of the transaction. (12) An approved material change transaction must become effective no later than 60 calendar days from the date the Authority issues its final order approving the proposed material change transaction. (13) A party to an approved material change transaction must notify the Authority, in writing, within seven business days in the event a proposed transaction has failed or has been abandoned.