SECTION 567.22. Application

(a) The acquiring party in a proposed merger agreement (the applicant) may apply to the Texas Health and Human Services Commission (HHSC) for a Certificate of Public Advantage (COPA) governing the merger agreement.

(b) The acquiring party must submit an application as specified by HHSC and the following information:

(1) the entities party to the proposed merger agreement, including names, addresses, contact information, and licensure and accreditation information;

(2) the specifics of the proposed transaction, including a letter of intent from each party, and alternatives to the merger agreement;

(3) post-transaction governance structure of the merged entity;

(4) post-transaction competition in the market area;

(5) financial strength of the merged entity;

(6) impact of the proposed merger agreement on employees;

(7) the geographic service areas and services offered by each party to the proposed merger agreement, including designations made by the state or other organizations;

(8) quality initiatives for each party to the proposed merger agreement;

(9) physicians, primary care services, and other healthcare services available to the public in the market area;

(10) community health needs;

(11) the condition of the physical plant and equipment of each party to the proposed merger agreement;

(12) financial assistance policies and the amount of uncompensated care provided by each party to the proposed merger agreement;

(13) current hospital rates and third-party reimbursement agreements;

(14) savings from the proposed merger agreement;

(15) benefits of the proposed merger agreement to the public;

(16) public comments regarding the proposed merger agreement; and

(17) any additional information HHSC deems necessary based on the circumstances specific to the application.

(c) An application is not complete until it contains all supplementary information, including any additional information HHSC deems necessary based on the circumstances specific to the application, and the application fee.

(d) If an applicant believes the application contains proprietary information that is required to remain confidential, the applicant may submit two applications:

(1) one application with complete information for HHSC's use with proprietary information clearly identified but not redacted; and

(2) one application, labeled as redacted and available for public release, with proprietary information redacted, subject to the following:

(A) The redacted version shall include at the minimum enough unredacted information, as determined by HHSC, to indicate continued public benefit.

(B) The redacted version may not redact any information that is publicly available, including:

(i) financial statements and other compliance documents required in the issue of tax-exempt bonds, if applicable;

(ii) Medicare Cost Reports;

(iii) Community Health Needs Assessments;

(iv) charity care and other patient financial policies;

(v) charge and payment data, including the chargemaster, list of shoppable services, and machine-readable payor specific data;

(vi) quality ratings, including Centers for Medicare and Medicaid Services Star Ratings, Hospital Consumer Assessment of Healthcare Providers and Systems (HCAHPS) ratings, and Leapfrog ratings; and

(vii) information included in the Texas Department of State Health Services' Annual Survey of Hospitals.

(e) An applicant shall submit a complete unredacted copy of the application and any related materials to the Attorney General at the same time it submits the application to HHSC.

(f) An application shall not be deemed filed until HHSC determines the application is complete.

(g) HHSC may request additional information necessary to make the application complete and to meet the requirements of Texas Health and Safety Code Chapter 314A and this chapter.

(h) The deadline for granting or denying the application under Texas Health and Safety Code §314A.054 does not begin until HHSC deems the application filed.

Source Note: The provisions of this §567.22 adopted to be effective October 25, 2020, 45 TexReg 7588; amended to be effective January 1, 2023, 47 TexReg 8724