958 C.M.R. 7.04 – Time and Form of Filing a Notice of Material Change; Completed Notice; HPC Review

(1) Timing of Filing. Notices of Material Change must be filed not fewer than 60 days before the proposed effective date of the proposed Material Change. For purposes of 958 CMR 7.00, the effective date of a Material Change is the date when the proposed transaction would be consummated or closed. If a Massachusetts Department of Public Health Determination of Need filing related to the proposed Material Change is required under 105 CMR 100.000: Determination of Need, the Notice of Material Change must be filed with the HPC not later than the Determination of Need application.
(2) Form of Filing. A Notice of Material Change shall be filed in a manner and form prescribed by the Commission and shall identify any changes in Health Care Services anticipated in connection with the proposed Material Change.
(3) Information Requests. The Commission may require any Provider, Provider Organization, Carrier, or other party to the Material Change to submit documents and information in connection with a Notice of Material Change. For any Material Change involving a Significant Equity Investor, the Commission may specify certain information required to be submitted as part of the Notice of Material Change, including, but not limited to, information regarding the Significant Equity Investor's capital structure, general financial condition, ownership and management structure, and audited financial statements.
(4) Information Requests to Other Market Participants. The Commission may require Payers or other entities involved in the Material Change to submit documents and information in connection with a Notice of Material Change.
(5) Completeness of Filing. A Notice of Material Change shall be complete when:
1. (a) The Commission has received the Notice of Material Change form and all information requested pursuant to M.G.L. c. 6D, § 13(c) and 958 CMR 7.04(3); and
2. (b) The Commission determines that all parties subject to the requirements of 958 CMR 6.00 are in compliance with those requirements.
(6) Failure to File. If the Commission determines that a Provider or Provider Organization has failed to file a timely, complete Notice of Material Change pursuant to 958 CMR 7.03(1) through 7.04(5), the Commission may refer the Provider or Provider Organization to the Office of the Attorney General.
(7) Commission Review of Material Change Notice. Within 30 days of receipt of a completed Notice of Material Change filed under 958 CMR 7.04, the Commission shall conduct a preliminary review to determine whether the Material Change is likely to result in a significant impact on the Commonwealth's ability to meet the Health Care Cost Growth Benchmark established under M.G.L c. 6D, § 9, or on the competitive market.
(8) Grounds for Cost and Market Impact Review. If the Commission finds that the Material Change is likely to have a significant impact on the Commonwealth's ability to meet the Health Care Cost Growth Benchmark, or on the competitive market, the Commission may conduct a Cost and Market Impact Review. Additionally, if the Commission finds, based on the Center's annual report under M.G.L. c. 12C, § 16, that the percentage change in total health care expenditures exceeded the Health Care Cost Growth Benchmark in the previous calendar year, the Commission may conduct a Cost and Market Impact Review of any Provider Organization identified by the Center under M.G.L. c. 12C, § 18.
(9) Initiation of a Cost and Market Impact Review. Initiation of a Cost and Market Impact Review shall occur either by vote of the Board or by the Executive Director. For Cost and Market Impact Reviews initiated by the Executive Director, the Board shall subsequently vote on whether to continue the Cost and Market Impact Review.