Or. Admin. Code § 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.
Notes
Statutory/Other Authority: ORS 415.501
Statutes/Other Implemented: ORS 415.500 - 415.900
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