Or. Admin. Code § 409-070-0015

Current through Register Vol. 64, No. 1, January 1, 2025

Section 409-070-0015 - Materiality Standard

(1) Pursuant to ORS 415.500(6) and (9) and ORS 415.501(4), a covered transaction under OAR 409-070-0010 is a material change transaction and must be subject to review under these rules if:

(a) At least one party to the transaction had average annual revenue of $25 million or more in the party's three most recent fiscal years; and

(b) Another party to the transaction:

(A) Had average annual revenue of $10 million or more in that party's three most recent three fiscal years; or

(B) If such party is a newly organized legal entity, is projected to have at least $10 million in revenue over its first full year of operation at normal levels of utilization or operation. A party is a newly organized legal entity if the entity is an existing entity whose form of ownership is changed in connection with the transaction. Changes in the form of ownership include but are not limited to a change from physician-owned to private equity-owned and publicly-held to a privately-held form of ownership.

(2) A covered transaction under OAR 409-070-0010 that qualifies as material under paragraph (1) of this rule must be subject to review under these rules notwithstanding that the transaction involves a health care entity in this state and an out-of-state entity if the transaction may increase the price of health care services or limit access to health care services in this state.

(a) For the purpose of these rules, an entity is considered in-state if it:

(A) is based or domiciled in Oregon;

(B) owns or operates business locations in Oregon;

(C) is registered with the Oregon Secretary of State to conduct business in Oregon;

(D) is engaged in profit-seeking activity in Oregon; or

(E) provides health care services to residents of Oregon.

(b) An entity that is domiciled outside of Oregon and registered to conduct business in Oregon may be considered out-of-state under these rules if:

(A) the entity served no more than 100 Oregon residents annually for each of the three previous fiscal years; or

(B) the entity is a health care insurer, the proposed transaction involves only health care insurers, and the combined market share held by the health care insurer immediately after the completion of the proposed transaction does not exceed five percent of the total market share in any market.

Or. Admin. Code § 409-070-0015

OHP 1-2022, adopt filed 02/22/2022, effective 3/1/2022; OHP 10-2022, amend filed 12/08/2022, effective 12/8/2022; OHP 6-2024, amend filed 12/13/2024, effective 12/16/2024

Statutory/Other Authority: ORS 415.501

Statutes/Other Implemented: ORS 415.500 - 415.900