409-070-0030 Requirement to File a Notice of Material Change Transaction (1) Any health care entity must: (a) Submit to the Authority a notice of material change transaction not involving an activity described in ORS 732.521 with respect to a domestic health insurer. The notice must contain the information required under OAR 409-070-0045. (b) Submit to the Department a notice of material change transaction for an activity described in ORS 732.521 with respect to a domestic health insurer. The notice must be submitted as an addendum to filings required by ORS 732.517 to ORS 732.546 or ORS 732.576. The Department must promptly provide to the Authority the notice submitted under this subsection to enable to the Authority to conduct its review in accordance with OAR 409-070-0035. (2) The notice of material change transaction required under paragraph (1) of this rule must be filed not fewer than 180 calendar days prior to the proposed effective date of the material change transaction. For purposes of these rules, the effective date of a material change transaction is the date when the proposed transaction will be consummated or closed. If the Authority determines that a health care entity has failed to timely file a notice of material change transaction pursuant to this subsection, the Authority may refer the health care entity to the Oregon Department of Justice. (3) Effective January 1, 2023, a fee must be paid to the Authority in connection with a notice of material change transaction filed under this rule on or after January 1, 2023. (a) The fee amount must be $2,000 for an emergency transaction in accordance with OAR 409-070-0022 or a preliminary review in accordance with OAR 409-070-0055. (b) The fee amount for a comprehensive review must be based on the average annual revenue or projected revenue, as applicable, in accordance with OAR 409-070-0015(1), of the following entity (the “smaller entity”): (A) For transactions between two entities, the entity with smaller revenue; or (B) For transactions involving more than two entities, the entity with the second largest average annual revenue. (c) Comprehensive review fees must be determined as follows: (A) For transactions in which the revenue of the smaller entity is greater than or equal to $10 million and less than $50 million, the fee must be $25,000. (B) For transactions in which the revenue of the smaller entity is greater than or equal to $50 million and less than $200 million, the fee must be $80,000. (C) For transactions in which the revenue of the smaller entity is greater than or equal to $200 million and less than $500 million, the fee must be $90,000. (D) For transactions in which the revenue of the smaller entity is greater than or equal to $500 million, the fee must be $100,000. (d) The fee amount for a comprehensive review includes the fee associated with the preliminary review. (e) For purposes of this rule, “revenue” includes projected revenue, if applicable in accordance with OAR 409-070-0015(1)(b)(B). (4) Fees required under Section (3) must be paid within 30 calendar days following receipt of an invoice for payment. Any approval of a material change transaction may be conditioned on the payment of fees pursuant to paragraph (3) of this rule. The obligation of the parties to pay the fee to the Authority does not depend on whether the Authority approves the transaction. The obligation to pay fees is an obligation of the person filing the notice of material change transaction and any other parties to the transaction designated by the Authority. Statutory/Other Authority: ORS 415.501 & 415.512 Statutes/Other Implemented: ORS 415.500 - 415.900 History: OHP 6-2024, amend filed 12/13/2024, effective 12/16/2024 OHP 10-2022, amend filed 12/08/2022, effective 12/08/2022 OHP 1-2022, adopt filed 02/22/2022, effective 03/01/2022