Notice of Health Care Entity Mergers: Senate Bill 9 (IC 25-1-8.5)
Current Status: Effective starting July 1, 2024.
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Key Takeaways
- Requires parties to provide notice to the Indiana Attorney General (“IN AG”) relating to certain mergers or acquisitions between an Indiana “health care entity” and another health care entity with total assets of at least ten million dollars ($10,000,000).
- Under the statute, the parties must provide notice 90 days prior to closing.
- The statute provides time for the IN AG to review transactions, but does not grant any additional powers to block or modify transactions beyond existing Indiana antitrust laws.
Applies to “health care entities,” which include:
- Any organization or business that provides diagnostic, medical, surgical, dental treatment, or rehabilitative care;
- Insurers (subject to limited exemptions);
- Pharmacy benefit managers;
- Health maintenance organizations;
- Administrators; or
- A private equity partnership, regardless of where the private equity partnership is located, seeking to enter into a merger or acquisition with an entity described in subdivisions (a) through (e).
Parties must provide notices of broad array of transactions between health care entities, including those that involve:
- Any agreement, arrangement, or activity the consummation of which results in a person acquiring directly or indirectly the control of another person; or
- Any change of ownership, including: (1) the acquisition or transfer of assets; or (2) the purchase of stock effectuated by a merger agreement.
Requires a notification if one of the health care entities to a covered transaction has total assets of at least $10 million ($10,000,000), which includes the entity’s “combined entities and holdings.”
The statutory language does not specify whether asset calculations are based only on revenue generated from, or assets located in, Indiana, nor does it make clear what exactly constitutes an “asset” or how to measure the value of any such asset.
The parties must provide the IN AG with notice no later than 90 days prior to closing.
The IN AG is required to review the parties’ submission within 45 days from receiving the notice and may analyze in writing any antitrust concerns regarding the transaction, which must be provided to the parties.
The statute does not expressly contemplate any extensions beyond the 90 day notice period. However, the statute does provide that the IN AG may issue a civil investigate demand (“CID”) to the submitting parties for additional information.
The notice must include the following information from each health care entity:
- Business address and federal tax number;
- Name and contact information of a representative of the health care entity concerning the merger or acquisition;
- Description of the health care entity;
- Description of the merger or acquisition, including the anticipated timeline; and
- A copy of any materials that have been submitted to a federal or state agency concerning the merger or acquisition (an HSR filing).
The IN AG must keep confidential all nonpublic information, and any confidential may not be released to the public.
There are no enumerated penalties included in the statute.
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