On March 13, 2024, Indiana joined the ranks of states increasing oversight and regulation of health care transactions. Senate Registration Act No. 9 (SB9), effective July 1, 2024, requires the Indiana Attorney General (AG) to notify the Indiana Attorney General (AG) at least 90 days in advance of any acquisition or merger involving an Indiana “health care entity” that results in a change of control. there is. Although the law does not give the AG the authority to approve or deny transactions, the AG can evaluate antitrust concerns and issue civil investigative requests seeking additional information.
Healthcare Entities and Transactions Subject to SB 9
SB 9 defines “health care entity” to mean any of the following:
- An organization or business that provides diagnostic, medical, surgical, dental, or rehabilitation care.
- Insurance companies that issue accident and illness insurance (with some exceptions).
- Health maintenance organization.
- Pharmacy Benefits Manager.
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- Private equity partnerships seeking to merge with or acquire any of the aforementioned entities, regardless of location.
In law, an “acquisition” means any agreement, arrangement, or activity whereby one person directly or indirectly acquires a controlling interest in another, and a “merger” means an acquisition or transfer of assets. means a change of ownership, including: Purchase of Shares Effective under the Merger Agreement. An Indiana health care entity that is involved in an acquisition or merger with another health care entity in which the combined entity and its total assets, including stock holdings, are at least $10 million or more must file a notification.
Notification of proposed transaction
SB 9 requires the notification to the AG to include the following information from each health care provider for the transaction:
- Business address and federal tax number.
- Name and contact information of the healthcare provider’s representative.
- Description of medical institution.
- A description of the merger or acquisition, including the anticipated schedule.and
- Copies of materials filed with federal or state agencies in connection with the merger or acquisition.
The AG is required to keep non-public information confidential and the information will not be released to the public.
Transaction review
Within 45 days of filing the transaction notification, the AG will review the information and may prepare a written analysis regarding antitrust concerns. The AG must provide a written analysis to the health care provider that filed the notification and may also issue a civil investigative request for additional information.
what’s next
Similar to other state healthcare transaction review laws previously discussed on this blog, SB 9 is another example of states taking a closer look at healthcare transactions that were previously not subject to review. As the scope of state laws regarding health care transactions continues to expand, parties are faced with processes and requirements to navigate that are not always clear and can raise more questions than answers.
