Oregon Administrative Rules › Chapter 409 - OREGON HEALTH AUTHORITY, HEALTH POLICY AND ANALYTICS › Division 70 - HEALTH CARE MARKET OVERSIGHT PROGRAM › Section 409-070-0045 - Form and Contents of Notice of Material Change Transaction

Current through Register Vol. 63, No. 7, July 1, 2024
(1) A notice of
			 material change transaction required to be filed under OAR 409-070-0030(1)(a)
 
			 shall 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 shall 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 shall offer the parties or parties a comprehensive review
			 conference. The pre-filing conference or comprehensive review conference shall
			 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.
(3) One complete copy of the notice,
			 including exhibits and all other papers and documents filed as part of the
			 notice, shall be filed with the Authority by electronic delivery. The notice
			 shall be signed electronically or otherwise in the manner prescribed in the
			 form notice.
(4) All copies of any
			 financial statements or exhibits shall be clear, easily readable and suitable
			 for printing. Debits in credit categories and credits in debit categories shall
			 be designated so as to be clearly distinguishable as such.
The notice and statements therein must be in the English
				language and monetary values shall be stated in United States currency. If any
				exhibit or other paper or document filed with the notice is in a foreign
				language, it shall be accompanied by a translation into the English language.
				Any monetary value shown in a foreign currency shall be converted into United
				States currency.
(5) A
			 notice of material change transaction shall include either complete and final
			 executed copies of all the definitive agreements pursuant to which the
			 transaction will be documented and closed or a term sheet. If a notice is filed
			 on the basis of a term sheet, then:
(a) 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, together with a detailed description of any respect in
			 which the definitive agreements depart from the term sheet, no later than:
(A) Fifteen days before closing the
			 transaction, if the Authority approved the transaction without comprehensive
			 review; or
(B) Fifteen days after
			 the commencement of the comprehensive review period, if the transaction was not
			 approved following preliminary review. If the parties are unable to furnish
			 complete and final executed copies of all the definitive agreements within that
			 fifteen-day period, then the running of the period for review of the notice
			 shall be tolled upon such notification and shall not resume until the parties
			 have furnished such executed copies.