(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.
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