As used in 958 CMR 7.00, the following words mean:

Acquisition. A purchase or takeover of one organization by another, including a license substitution, standard asset purchase, troubled asset purchase, or purchase through bankruptcy proceedings, but not including employment of a single Health Care Professional.

Board. The governing Board of the Health Policy Commission, etablished by M.G.L. c. 6D, § 2(b).

Carrier. An insurer licensed or otherwise authorized to transact accident or health insurance under M.G.L. c. 175; a nonprofit Hospital service corporation organized under M.G.L. c. 176A; a nonprofit medical service corporation organized under M.G.L. c. 176B; a health maintenance organization organized under M.G.L. c. 176G; and an organization entering into a preferred provider arrangement under M.G.L. c. 176I; provided, that this shall not include an employer purchasing coverage or acting on behalf of its employees or the employees of one or more subsidiaries or affiliated corporations of the employer; provided that, unless otherwise noted, the term Carrier shall not include any Entity to the extent it offers a policy, certificate or contract that provides coverage solely for dental care services or vision care services.

Center. The Center for Health Information and Analysis established in M.G.L. c. 12C.

Clinical Affiliation. Any relationship between a Provider or Provider Organization and another organization for the purpose of increasing the level of collaboration in the provision of Health Care Services, including, but not limited to, sharing of physician resources in Hospital or other ambulatory settings, co-branding, expedited transfers to advanced care settings, provision of inpatient consultation coverage or call coverage, enhanced electronic access and communication, co-located services, provision of capital for service site development, joint training programs, video technology to increase access to expert resources or sharing of hospitalists or intensivists.

Commission. The Health Policy Commission established in M.G.L. c. 6D.

Contracting Affiliation. Any relationship between a Provider Organization and another Provider or Provider Organization for the purposes of negotiating, representing, or otherwise acting to establish contracts for the payment of Health Care Services, including for payment rates, incentives, and operating terms, with a Payer.

Control. The possession, direct or indirect, of the power, partial or complete, to direct or cause the direction of the management, administrative functions, assets, or policies of an Entity, whether through the ownership of voting securities or rights, the power to appoint, designate, or remove board members or directors, control, either directly or indirectly, by contract (except a commercial contract for goods or non-management services) or otherwise; but no person shall be deemed to possess such Control solely by reason of being an officer or director of an Entity. Control shall be deemed to exist if any person or Entity directly or indirectly owns, has rights over, or holds with the power to vote ten percent or more of the voting securities of an Entity. This definition applies to all forms of the word, including "Controls," "Controlling," and "Controlled".

Corporate Affiliation. A relationship between two organizations that reflects, directly or indirectly, a partial or complete Controlling interest or partial or complete common Control. This definition applies to all forms of the term, including "Corporate Affiliate" and "Corporate Affiliates".

Cost and Market Impact Review. A review conducted by the Commission pursuant to M.G.L. c. 6D, § 13 and 958 CMR 7.00.

Dispersed Service Area. A geographic region in which a multi-Provider Provider Organization functions and in which its market presence is likely to be meaningful to purchasers and Payer networks, as determined by the Commission based on best available data in a methodology set forth in a Technical Bulletin.

Dominant Market Share. A Provider's share of Health Care Services, including but not limited to inpatient services, outpatient services, or professional services, in such Provider's service area that is of significant importance to Payer networks. For inpatient general acute care services, a Provider or Provider Organization has Dominant Market Share if it has 40% of the commercial discharges in one or more of its hospitals' Primary Service Areas. For other services, thresholds for Dominant Market Share may be set forth in a Technical Bulletin, as determined by the Commission based on best available data.

Entity. A corporation, sole proprietorship, partnership, limited liability company, trust, foundation, or any other organization formed for the purpose of carrying on a commercial or charitable enterprise.

Executive Director. The Executive Director of the Health Policy Commission, as established in M.G.L. c. 6D, § 1.

Final Report. A report issued by the Commission subsequent to a Preliminary Report on a Cost and Market Impact Review, pursuant to M.G.L. c. 6D, § 13 and 958 CMR 7.12.

Health Care Professional. A physician or other health care practitioner licensed, accredited, or certified to perform specified Health Care Services consistent with law.

Health Care Services. Supplies, care and services of medical, behavioral health, substance use disorder, mental health, surgical, optometric, dental, podiatric, chiropractic, psychiatric, therapeutic, diagnostic, preventative, rehabilitative, supportive or geriatric nature including, but not limited to, inpatient and outpatient acute hospital care and services, pharmacy services, services provided by a community health center home health and hospice care provider, or by a sanatorium, as included in the definition of "hospital" in Title XVIII of the federal Social Security Act, and treatment and care compatible with such services or by a health maintenance organization.

Hospital. Any hospital licensed under M.G.L. c. 111, § 51, the teaching hospital of the University of Massachusetts Medical School and any psychiatric facility licensed under M.G.L. c. 19, § 19.

Management Services Organization. A corporation or other business that provides management or administrative services to a Provider or Provider Organization for compensation.

Material Change. Any transaction requiring notice pursuant to 958 CMR 7.03(1).

Materially Higher Price. A Provider's price, as defined by the Center pursuant to M.G.L. c. 12C and 957 CMR 2.02: Definitions or as specified in a Technical Bulletin, for a Carrier or set of Carriers which constitute at least a of such Provider's total commercial revenue, which exceeds the weighted mean price of the similar Providers or Provider type for the same Carrier or set of Carriers. The methodology for the calculation of Materially Higher Price is set forth in a Technical Bulletin.

Materially Higher Health Status Adjusted Total Medical Expenses. A Provider's health status adjusted total medical expenses, as defined by the Center pursuant to M.G.L. c. 12C and 957 CMR 2.02: Definitions or as specified in a Technical Bulletin, for a Carrier or set of Carriers which constitute at least a of such Provider's total commercial revenue, which exceeds the weighted mean health status adjusted total medical expenses of the similar Providers or Provider type for the same Carrier or set of Carriers. The methodology for the calculation of Materially Higher Health Status Adjusted Total Medical Expenses is set forth in a Technical Bulletin.

MCN Filing Threshold. The financial threshold established by the Commission in 958 CMR 7.03(2) or a Technical Bulletin pursuant to M.G.L. c. 6D § 13(j) for the filing of a Notice of Material Change.

Merger. A consolidation or integration of two or more organizations, including two or more organizations joining through a common parent organization or two or more organizations forming a new organization, but not including the merger of a Corporate Affiliate into a sole member parent or a corporate re-organization within an existing Provider or Provider Organization.

Net Patient Service Revenue. The total revenue received in a fiscal year for patient care from any Payer net of any contractual adjustments, using best available data.

Non-material Change. Any change to a Provider or Provider Organization's operations or governance structure that is not a Material Change.

Notice of Material Change. Notification to the Commission by a Provider or Provider Organization prior to making a Material Change to its operations or governance structure, pursuant to M.G.L. c. 6D, § 13 and 958 CMR 7.00.

Payer. Any Entity, other than an individual, that pays providers for the provision of Health Care Services; provided, however, that "payer" shall include both governmental and private entities; and provided further, that "payer" shall include self-insured plans to the extent allowed under the Employee Retirement Income Security Act of 1974 and Third-party Administrators.

Preliminary Report. A report issued by the Commission containing factual findings on a Cost and Market Impact Review, pursuant to M.G.L. c. 6D, § 13 and 958 CMR 7.10.

Primary Service Area. A geographic area from which a Provider draws a significant proportion of its volume, as determined by the Commission based on best available data in a methodology set forth in a Technical Bulletin. For general acute care Hospitals, a Primary Service Area shall be the contiguous geographic area from which the Hospital draws 75% of its commercial discharges, as measured by zip codes closest to the Hospital by drive time, and for which the Hospital represents a minimum proportion of the total discharges in a zip code, as determined by the Commission based on best available data in a methodology set forth in a Technical Bulletin.

Private Equity Company. Any Entity, however organized, that collects capital investments from individuals or Entities and purchases, as a parent company or through another Entity that the company completely or partially owns or Controls, a direct or indirect ownership share of a Provider, Provider Organization or Management Services Organization; provided, however, that "Private Equity Company" shall not include venture capital firms exclusively funding startups or other early-stage businesses.

Provider. Any person, corporation, partnership, governmental unit, state institution or any other Entity that is qualified under the laws of the Commonwealth to perform or provide Health Care Services.

Provider Organization. Any corporation, partnership, business trust, association or organized group of persons, and all Corporate Affiliates thereof, which is in the business of health care delivery or management, whether incorporated or not that represents one or more health care Providers in contracting with Payers for the payments of Health Care Services; provided, that a Provider Organization shall include, but not be limited to, physician organizations, physician-hospital organizations, independent practice associations, Provider networks, accountable care organizations and any other organization that contracts with Payers for payment for Health Care Services.

Revenue Increase Threshold. The financial threshold established by the Commission in 958 CMR 7.03(2) or a Technical Bulletin pursuant to M.G.L. c. 6D, § 13(j) for Material Changes involving an increase in the annual Net Patient Service Revenue of the Provider or Provider Organization.

Significant Equity Investor. Any Private Equity Company with a financial interest in a Provider, Provider Organization, or Management Services Organization, or that, following a proposed transaction, would have such a financial interest; or an investor, group of investors, or other Entity that has or, following a proposed transaction would have, a direct or indirect possession of equity in the capital, stock, or profits totaling more than 10% of a Provider, Provider organization, or Management Services Organization; provided, however, that "Significant Equity Investor" shall not include venture capital firms exclusively funding startups or other early-stage businesses; and provided that "Significant Equity Investor" shall not include individuals licensed to provide Health Care Services who are or will be actively engaged in the practice of medicine, dentistry, or other health care profession as a full or partial owner of the Provider or Provider Organization.

Technical Bulletin. A sub-regulatory document containing methodological explanations and examples to facilitate understanding and compliance with the provisions contained in 958 CMR 7.00.

Third-party Administrator. An Entity that administers payments for Health Care Services on behalf of a plan sponsor in exchange for an administrative fee.