HB 1460: An Act providing for approval from the Department of Health and the Office of Attorney General before certain transactions involving health care entities within this Commonwealth. - Pennsylvania

Printer's No. PN1871 → Printer's No. PN3687 · 6 edits

MODERATE

This bill was amended to strengthen oversight of health care mergers and acquisitions by adding new definitions for 'health care entities' and 'health care facilities,' expanding the list of required disclosure documents, and clarifying rules for cost reimbursement between merging parties. The changes also update the bill's title and effective date to reflect its final passage in the Senate.

Scope change

The bill's scope was expanded to explicitly include 'health care entities' (persons directing control of health care facilities) and 'health care facilities' as defined by existing law, ensuring broader coverage of transactions that could impact patient access and care quality.

DEFINITION

Added specific definitions for 'health care entity' and 'health care facility' to clarify which organizations and locations are subject to the new transaction review requirements.

REQUIREMENT

Added new required disclosure items (9-10) regarding contracts affecting value and related party transactions to help the Attorney General assess if deals are fair and at arm's length.

Modified the list of required filings to include organizational charts showing pre- and post-transaction relationships and additional documents deemed necessary by the Attorney General.

ENFORCEMENT

Added provisions allowing the Attorney General to enter into voluntary agreements with merging parties to impose conditions or mitigate risks if a transaction is found against the public interest.

FISCAL

Modified the cost reimbursement rules to clarify that covered entities may petition a court for a waiver of their share of review costs due to financial hardship, with safeguards against intentional mismanagement of funds.

TIMELINE

Added a specific 60-day waiting period before a covered transaction can be finalized, starting once the Attorney General receives the required notification.

Printer's No. PN1821 → Printer's No. PN1871 · 6 edits

MODERATE

This bill update strengthens oversight of private equity investments in healthcare by raising the financial threshold for required approval from $5 million to $10 million. It also tightens enforcement by requiring 'clear and convincing evidence' of public harm before blocking a deal and mandates that covered entities pay 50% of the Attorney General's review costs in merger cases. Additionally, the review timeline was shortened from 90 days to 60 days, and new requirements were added to ensure public hearings are live-streamed and recorded.

Scope change

The bill's applicability is narrowed slightly by increasing the financial threshold for mandatory review, meaning smaller transactions are no longer subject to the same scrutiny. However, the scope of enforcement and reporting requirements for larger transactions has expanded.

THRESHOLDS

Increased the minimum transaction value subject to review from $5 million to $10 million, reducing the number of deals requiring state approval.

TIMELINE

Reduced the mandatory waiting period for state review from 90 days to 60 days, accelerating the transaction process.

ENFORCEMENT

Added a 'clear and convincing evidence' standard, making it harder for the Attorney General to block a transaction unless the harm to the public interest is proven beyond a reasonable doubt.

FISCAL

Mandated that covered entities involved in mergers or acquisitions must pay 50% of the Attorney General's review costs, whereas previously the covered entity paid all costs.

REQUIREMENT

Required that public hearings be live-streamed and that a video recording be posted online to increase transparency.

DEFINITION

Expanded the definition of 'private equity fund' to include sovereign wealth funds and venture capital funds.

Printer's No. PN1696 → Printer's No. PN1821 · 6 edits

MODERATE

This bill update expands the list of sponsors and adds a new committee report date, while significantly tightening the rules for health care mergers. The most important change is that the waiting period for reviewing merger proposals was shortened from 90 days to 60 days, allowing regulators to act faster. Additionally, the definition of a 'material amount' for transactions was increased from $5 million to $10 million, meaning smaller deals are now excluded from review. Several new requirements were added to ensure public hearings are conducted and that the Attorney General's rules do not conflict with the Health Department's rules.

Scope change

The bill's scope was narrowed by raising the financial threshold for required review from $5 million to $10 million, meaning fewer, larger transactions will be subject to the full review process. The scope of public participation was expanded by requiring specific notification to municipalities and adding new categories of interested parties for public hearings.

TIMELINE

The mandatory waiting period for reviewing merger proposals was reduced from 90 days to 60 days to accelerate the regulatory process.

ELIGIBILITY

The financial threshold for transactions requiring review was increased from $5 million to $10 million, exempting smaller deals from the process.

REQUIREMENT

New requirements mandate that public hearings be live-streamed if held and that specific notifications be sent to municipalities and advocacy groups.

DEFINITION

The definition of 'material amount' was updated to reflect the new $10 million threshold.

ENFORCEMENT

New provisions require the Attorney General's rules and regulations to not conflict with the Health Department's existing rules.

TECHNICAL

The list of bill sponsors was updated to include new names and a report date from the Health Committee.

An Act providing for approval from the Department of Health and the Office of Attorney General before certain transactions involving health care entities within this Commonwealth.

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