Utah Admin. Code R911-10-7 - Air Ambulance Provider Change of Ownership and Management

(1) When an air ambulance provider anticipates a change of ownership, the air ambulance provider shall notify the department 30 calendar days before the change of ownership.

(2) The conversion of an air ambulance provider's legal structure, or the legal structure of an entity that has a direct or indirect ownership interest in the air ambulance provider, is a change of ownership if the conversion includes a transfer of at least 50% of the air ambulance provider's direct or indirect ownership interest to any new owner.

(3) A change of ownership of a licensed air ambulance provider requires a new license if:

(a) the change of ownership's transfer is for at least 50% of the ownership interest from a sole proprietor to another individual, regardless of whether the transaction affects the title to real property;

(b) the dissolution of a partnership and conversion into any other legal structure includes a transfer of at least 50% of the direct or indirect ownership from a partnership to any new owner;

(c) the consolidation of two or more corporations resulting in the creation of a new corporate entity includes a transfer of at least 50% of the direct or indirect ownership to any new owner;

(d) the formation of a corporation from a partnership, a sole proprietorship, or a limited liability company includes a transfer of at least 50% of the direct or indirect ownership to any new owner;

(e) the transfer, purchase, or sale of shares in a corporation result in a shift of at least 50% of the direct or indirect ownership of the corporation to any new owner;

(f) there is a transfer of at least 50% of the direct and indirect ownership interest in a limited liability company;

(g) the termination or dissolution of a limited liability company and the conversion into any other entity includes a transfer of at least 50% of the direct or indirect ownership to any new owner;

(h) any transfer of ownership interest between an existing person or entity in a limited liability company involves the acquisition of ownership interest by a new person or entity with an ownership interest; or

(i) the air ambulance provider enters into a lease arrangement or management agreement whereby the air ambulance provider keeps no authority or responsibility for the operation and management of service.

(4) A change of ownership may not result from:

(a) forming a corporation from a sole proprietorship with the proprietor as the sole shareholder; or

(b) the dissolution of a partnership to form a corporation with the same persons keeping the same shares of ownership in the new corporation.

(5) To report a change of ownership, each applicant shall provide:

(a) the legal name of the entity and any other names used by it to provide health care services;

(b) contact information for the entity including mailing address, telephone and fax numbers, email address, and website address, as applicable;

(c) the identity of each person and business with a controlling interest in the air ambulance provider, including:

(i) a list of the governing body and officers for a non-profit corporation;

(ii) a list of the names of the officers and stockholders who directly or indirectly own or control 5% or more of the shares of a for-profit corporation; and

(iii) proof of lawful presence in the United States in compliance with Subsection 41-1a-202(1)(b) for a sole proprietor;

(d) the name, address, and business telephone number of every person identified in this section as ownership or management and the individual designated by the applicant as the chief executive officer of the entity;

(e) an alternate address and telephone number for at least one individual for use in the event of an emergency or closure of the air ambulance provider if the addresses and telephone numbers provided are the same as the contact information for the entity itself;

(f) proof of professional liability insurance held in the name of the applicant;

(g) by-laws or equivalent documents that govern the rights, duties, and capital contributions of the business entity;

(h) the address of the entity's physical location and the name of the owner of each structure on the campus where licensed services are provided;

(i) a copy of any management agreement pertaining to operation of the entity that sets forth the financial and administrative responsibilities of each party;

(j) a statement signed and dated at the same time as the application stating whether any of the new owners have been the subject of, or a party to, any of the following events within the previous ten years, regardless of whether action has been stayed in a judicial appeal or otherwise settled between the parties:

(i) a felony or misdemeanor conviction involving crimes as described in Section R911-5-3200;

(ii) a state license or federal certification denial, revocation, or suspension by another jurisdiction; or

(iii) a civil judgment or a criminal conviction in a case brought by federal, state, or local authorities that resulted from the operation, management, or ownership of a health facility or other entity related to substandard patient care or health care fraud; and

(k) a statement signed and dated at the same time as the application that:

(i) states whether any new owner has ever been or is the subject of, or a party to debarment, suspension, a proposal for debarment, a declaration of ineligibility, or voluntarily exclusion from participation in a contract by any governmental department or agency, whether international, national, state, or local, regardless of whether action has been stayed in a judicial appeal or otherwise settled between the parties; and

(ii) certifies the applicant is compliant with Section 63G-6a-904 and OMB guidelines at 2 C.F.R. 180 ,October 23, 2023, which implement Executive Order Nos. 12549 and 12689.

(6) Any statement regarding information requested in Subsection R911-10-7(5)(j) shall, if applicable, include:

(a) whether the event is the result of action by federal, state, or local authorities and, if so, the full name of the authority; its jurisdiction; the case name; the docket, proceeding, or case number by which the event is designated; and a copy of the consent decree, order, or decision;

(b) whether the event is a felony or misdemeanor conviction involving moral turpitude and, if so, the court, its jurisdiction, the case name, the case number, a description of the matter or a copy of the indictment or charges, and any plea or verdict entered by the court; and

(c) whether the event involves a civil action or arbitration proceeding and, if so, the court or arbiter, the jurisdiction, the case name, the case number, a description of the matter or a copy of the complaint, and a copy of the verdict, court or arbitration decision.

(7) If an applicant leases one or more buildings to operate as an air ambulance provider, the applicant shall also provide a copy of the lease that clearly shows which party in the agreement is to be held responsible for the physical condition of the property.

(8) The applicant shall keep any article of incorporation, article of organization, partnership agreement, or other organizing document required by the secretary of state to conduct business.

(9) The existing applicant shall be responsible for correcting rule violations and deficiencies in any current plan of correction before the change of ownership becomes effective. If the applicant cannot accomplish such corrections in the time frame specified, the prospective applicant shall be responsible for uncorrected rule violations and deficiencies including any current plan of correction submitted by the previous licensee unless the prospective licensee submits a revised plan of correction, approved by the department, before the change of ownership becomes effective.

(10) If the department issues a license to the new owner, the previous owner shall return its license to the department within five calendar days of the new owner's receipt of its license.

(11) The applicant shall maintain professional liability insurance during the license term and shall notify the department of any change in the amount, type, or provider of professional liability insurance coverage during the license term.

(12) An air ambulance provider shall notify the department within 30 days if debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any contract by any governmental entity during the tenure of a license.

Notes

Utah Admin. Code R911-10-7

Adopted by Utah State Bulletin Number 2024-14, effective 7/1/2024