Current through Reg. 49, No. 38; September 20, 2024
(a) The acquiring
party in a proposed merger agreement (the applicant) may apply to the Texas
Health and Human Services Commission (HHSC) for a Certificate of Public
Advantage (COPA) governing the merger agreement.
(b) The acquiring party must submit an
application as specified by HHSC and the following information:
(1) the entities party to the proposed merger
agreement, including names, addresses, contact information, and licensure and
accreditation information;
(2) the
specifics of the proposed transaction, including a letter of intent from each
party, and alternatives to the merger agreement;
(3) post-transaction governance structure of
the merged entity;
(4)
post-transaction competition in the market area;
(5) financial strength of the merged
entity;
(6) impact of the proposed
merger agreement on employees;
(7)
the geographic service areas and services offered by each party to the proposed
merger agreement, including designations made by the state or other
organizations;
(8) quality
initiatives for each party to the proposed merger agreement;
(9) physicians, primary care services, and
other healthcare services available to the public in the market area;
(10) community health needs;
(11) the condition of the physical plant and
equipment of each party to the proposed merger agreement;
(12) financial assistance policies and the
amount of uncompensated care provided by each party to the proposed merger
agreement;
(13) current hospital
rates and third-party reimbursement agreements;
(14) savings from the proposed merger
agreement;
(15) benefits of the
proposed merger agreement to the public;
(16) public comments regarding the proposed
merger agreement; and
(17) any
additional information HHSC deems necessary based on the circumstances specific
to the application.
(c)
An application is not complete until it contains all supplementary information,
including any additional information HHSC deems necessary based on the
circumstances specific to the application, and the application fee.
(d) If an applicant believes the application
contains proprietary information that is required to remain confidential, the
applicant may submit two applications:
(1) one
application with complete information for HHSC's use with proprietary
information clearly identified but not redacted; and
(2) one application, labeled as redacted and
available for public release, with proprietary information redacted, subject to
the following:
(A) The redacted version shall
include at the minimum enough unredacted information, as determined by HHSC, to
indicate continued public benefit.
(B) The redacted version may not redact any
information that is publicly available, including:
(i) financial statements and other compliance
documents required in the issue of tax-exempt bonds, if applicable;
(ii) Medicare Cost Reports;
(iii) Community Health Needs
Assessments;
(iv) charity care and
other patient financial policies;
(v) charge and payment data, including the
charge master, list of shoppable services, and machine-readable payor specific
data;
(vi) quality ratings,
including Centers for Medicare and Medicaid Services Star Ratings, Hospital
Consumer Assessment of Healthcare Providers and Systems (HCAHPS) ratings, and
Leapfrog ratings; and
(vii)
information included in the Texas Department of State Health Services' Annual
Survey of Hospitals.
(e) An applicant shall submit a complete
unredacted copy of the application and any related materials to the Attorney
General at the same time it submits the application to HHSC.
(f) An application shall not be deemed filed
until HHSC determines the application is complete.
(g) HHSC may request additional information
necessary to make the application complete and to meet the requirements of
Texas Health and Safety Code Chapter 314A and this chapter.
(h) The deadline for granting or denying the
application under Texas Health and Safety Code §
314A.054 does
not begin until HHSC deems the application filed.
