SB 14 — HEALTH CARE CONSOLIDATION & TRANSPARENCY ACT

"health"management insurer"services organization" means a .230523.2 - 4 - SHPAC/SB 14 person requiredthat contracts with a hospital to beperform wor lprovide npersonnel dto 18perform licensedall or subjectsubstantially toall of the Insuranceadministrative Codeor inmanagement connectionservices withrelating =to =supporting 19or afacilitating l the businessprovision of health insurancecare orservices healthof care,the excludinghospital ias a ewhole ror 20those insuranceprovided producers;by a hospital division, department or subsidiary;

aO. t m m 21 N.

"hospital" means a hospital licensed by the d r e 22 authority but does not include state-owned special hospitals c e s k 23 operated by the department of health;

e a n b 24 O.

"independent health care practice" means a u [ health care provider organization entirely owned or controlled .228786.2SA - 5 - by one or more health care providers who are individuals and who provide health care services through the health care provider organization to patients in New Mexico;

P.

"management services organization" means a person that contracts with a health care entity to perform or provide personnel to perform all or substantially all of the administrative or management services relating to supporting or facilitating the provision of health care services;

Q.

R.P.

"party" means a person takingwho partis inparty to a transaction or acquisition subject to the Health Care Consolidation and Transparency Act;

S.and Q.

"person""transaction" means anany individual,of anthe association,following: an organization, a partnership, a firm, a syndicate, a trust, a corporation, a private equity fund, a hedge fund, a publicly e t 17 traded company, a real estate investment trust, a management w l n d 18 services organization or other legal entity;

=(1) =a 19merger with a lhospital T.or with a person controlling a hospital;

"private(2) equityan fund"acquisition meansof a publiclyhospital traded or i a eperson rcontrolling 20 nonpublicly traded company that collects capital investments a thospital; m m 21 from persons and purchases a direct or indirect ownership or d r e 22 controlling interest in another person;

c e st k17 23(3) U.an affiliation, agreement or other w l n d 18 arrangement:

"revenue"= means= gross19 revenue;(a) that results in the change of a l i a e r 20 control of a hospital;

a t m m 21 (b) that results in a change of control d r e 22 of a nhospital bdepartment, 24division V.or subsidiary that provides c e s k 23 health care services;

"significante equitya investor"n means:b 24 (c) between a hospital and a management u [ services organization;

uor [.230523.2 (1)- a5 private- equitySHPAC/SB fund14 with(d) involving a directhospital orthat .228786.2SAmay -eliminate 6or -significantly indirectreduce ownershipessential orservices investment interest in aNew healthMexico; care entity;

(2)or (4) a privatesale, equitymortgage, fundlease, orlicense, othertransfer investor, group of investors or other personagreement withinvolving aall direct or indirectsubstantially beneficialall ownership or the powerpatient tocare votefacilities fifteen percent or more of thea equityhospital or receivethe fifteenreal percentestate oron morewhich of the profitshospital ofis alocated." healthSECTION care3. entity;

or (3) a private equity fund or other investor, group of investors or other person with a direct or indirect controlling interest in a health care entity or that operates the business or substantially all of the property of a health care entity under a lease, management or operating agreement;

W.

"superintendent" means the superintendent of insurance;

X.

"telemedicine provider" means a provider who uses telecommunications and information technology to provide e t 17 clinical health care from a distance to evaluate, diagnose and w l n d 18 treat patients in real time or asynchronously;

and = = 19 a l Y.

"transaction" means any of the following that i a e r 20 involves a health care entity:

a t m m 21 (1) a merger with a health care entity or with d r e 22 a person controlling a health care entity;

c e s k 23 (2) an acquisition of a health care entity or e a n b 24 a person controlling a health care entity;

u [ (3) an affiliation, agreement or other .228786.2SA - 7 - arrangement that results in a change of control of a health care entity;

(4) an affiliation, agreement or other arrangement that results in a change of control of a hospital, department, division or subsidiary that provides health care services;

(5) an affiliation, agreement or other arrangement between a health care entity, other than an independent health care practice, and a management services organization;

(6) an affiliation, agreement or other arrangement that may eliminate or significantly reduce essential services in New Mexico;

(7) an affiliation, agreement or other arrangement with or resulting in the formation of a corporation, a partnership, a joint venture, an accountable e t 17 care organization, a trust, a management services organization w l n d 18 or other non-health-care entity that has the authority to = = 19 a l negotiate or administer contracts with persons that write i a e r 20 health insurance as that term is defined in the Insurance Code, a t m m 21 including third-party administrators, medicaid managed care d r e 22 organizations or health care providers;

or c e s k 23 (8) a real estate sale, lease, license, e a n b 24 transfer or other agreement involving a material amount of real u [ estate assets of a hospital." .228786.2SA - 8 - SECTION 3.

[NEW MATERIAL] APPLICABILITY--EXEMPTIONS-- PROVISIONSPRESUMPTION ADDITIONAL--CONTROLOF PRESUMPTIONS.--CONTROL.-- A.

The oversight power of the office pursuant to the Health Care Consolidation and Transparency Act doesapplies notonly apply to:

(1) theproposed formationtransactions between two or more parties, whether or not domiciled or otherwise located in New e t 17 Mexico, that involve a change in control of a newNew independentMexico healthw carel practice;n d 18 hospital;

= = 19 (2) theproposed merger,acquisitions acquisitionof orhealth changecare ina controll ofi ana existinge independentr health20 careprovider practiceorganizations ifby ita ishospital goingor toa remainperson anthat independentis healthowned carea practicet followingm suchm merger,21 acquisitionby or changeaffiliated inwith control;a hospital;

orand d r e 22 (3) aproposed jointacquisitions ventureof one or anmore affiliationc betweene twos k 23 health care provider organizations located, whether in whole or moree independenta n b 24 in part, in New Mexico, or the employment of a health care practices.u [ provider by a health insurer or by a person that is owned or .230523.2 - 6 - SHPAC/SB 14 affiliated with a health insurer.

The oversight power of the office pursuant to e t 17 the Health Care Consolidation and Transparency Act appliesdoes only w l n d 18 to proposed transactions that involve one or more parties, = = 19 a l whether or not domiciledapply orto: otherwise located in New Mexico i a e r 20 that:

a(1) tcollaborations mon mclinical 21trials, (1)graduate involvemedical aeducation Newprograms, Mexicoother hospital;health professions' training programs, health sciences training programs or other education or research programs;

d r e 22 (2) withfederally respectqualified to health carecenters entitiesor that c e s k 23 are not hospitals, involve an existing health care entityproviders orthat emeet a n b 24 the creationrequirements of athe newfederal health careresources entityand thatservices willadministration's behealth doingcenter uprogram [but businessdo innot Newreceive Mexicoprogram andfunding; at least:

.228786.2SA(3) -transactions 9in -which (a)the onehospital partydirectly, toor theindirectly transactionthrough hadone averageor annualmore revenueintermediaries, ofalready fortycontrols, millionis dollarscontrolled ($40,000,000)by or moreis inunder thecommon immediatelycontrol precedingwith threeall years;other parties to the transaction;

or(4) (b)a change in thecontrol case of a newhospital healthe caret entity,17 isresulting projectedfrom tothe haveelection atof leastnew twentymembers millionof dollarsthe ($20,000,000)governing inw averagel annualn revenued over18 body of a public hospital or the firstappointment threeof yearsnew members of operation= or= at19 leasta twentygoverning millionbody dollarsof ($20,000,000)a inpublic annualhospital revenueby inthe atgovernor leastor threeother ofa thel firsti fivea yearse ofr operation;20 elected official or elected body;

anda (c)t inm eitherm case,21 at(5) normalthe levelshiring, offer of operationemployment, agreement d r e 22 or utilization;contract with an independent health care provider, physician c e s k 23 or other health care provider to provide health care services;

ore (3)a withn respectb to24 healthor careu entities[ that(6) arenonconsecutive notagreements hospitalsbetween whereor theon monetary.230523.2 thresholds- set7 forth- inSHPAC/SB Paragraph14 (2)behalf of thisa subsectionhealth arecare notstaffing met,company isand thehospital latestto ofprovide ahealth seriescare ofproviders transactionsfor withina the previous five-year period thatnot involvesto theexceed acquisition,twelve mergermonths orand changethat indo controlnot ofrenew, eextend tor 17replace healthanother caresubstantially entitiessimilar inagreement Newwith Mexico in transactions involving w l n d 18 one or more of the same controllinghealth parties.care staffing company.

= = 19 a l C.

TheControl Healthis Carepresumed Consolidationto andexist Transparencyif i a eperson rdirectly 20or Actindirectly doesowns, notcontrols applyor to:holds fifteen percent or more of the power to vote or holds proxies representing fifteen percent or more of the voting securities of any other entity.

aThis tpresumption mmay mbe 21rebutted (1)by collaborationsa onshowing clinicalthat trials,control ddoes rnot ein 22fact graduateexist medicalin educationthe programs,manner otherprovided healthby professions'Section c59A-37-19 eNMSA s1978. k 23 training programs, health sciences training programs or other e a n b 24 education or research programs;

u [ (2) federally qualified health centers or .228786.2SA - 10 - health care providers that meet the requirements of the federal health resources and services administration's health center program but do not receive program funding;

(3) the hiring, offer of employment, agreement or contract with an independent health care practice, individual physician or other individual health care provider to provide health care services;

(4) an employer that is not a health care entity that provides payment for health care services provided to its employees;

(5) transactions in which the health care entity directly, or indirectly through one or more intermediaries, already controls, is controlled by or is under common control with all other parties to the transaction;

(6) a change in control of a hospital resulting from the election of new members of the governing e t 17 body of a public hospital or the appointment of new members of w l n d 18 a governing body of a public hospital by the governor or other = = 19 a l elected official or elected body;

and i a e r 20 (7) nonconsecutive agreements between or on a t m m 21 behalf of a health care staffing company and another health d r e 22 care entity to provide health care providers to the health care c e s k 23 entity for a period not to exceed twelve months and that do not e a n b 24 renew, extend or replace another substantially similar u [ agreement with the same health care staffing company that would .228786.2SA - 11 - result in the provision of health care providers for more than twelve months.

ControlAfter isfurnishing presumeda notice to existall ifparties aand personproviding directlythem oran indirectlyopportunity owns,to controlsbe orheard, holdsthe fifteensuperintendent percentmay ordetermine morethat ofcontrol exists in fact, notwithstanding the powerabsence of a presumption to votethat oreffect, holdsif proxiesthe representingdetermination fifteene percentt or17 moreis ofbased theon votingspecific securitiesfindings of anyfact otherin person.its support." w l n d 18 SECTION 4.

ThisA presumptionnew maysection beof rebuttedthe byNew aMexico showingInsurance in= the= manner19 providedCode, by Section 59A-37-1959A-63-12 NMSA 19781978, thatis controlenacted doesto notread: in fact exist.

Aftera furnishingl alli persons-in- interest notice and an opportunity to be heard, the superintendent may determine that control exists in fact, notwithstanding the absence of a presumptione tor that20 effect"59A-63-12. if the determination is based on specific findings of fact in its support." SECTION 4.

A[NEW newMATERIAL] sectionNOTICE ofOF thePROPOSED NewTRANSACTION Mexicoa Insurancet Code,m Sectionm 59A-63-1221 NMSAOR 1978,ACQUISITION--EXPERT isCONSULTATIONS--PAYMENT enactedOF toCOSTS-- read:d r e 22 EMERGENCY EXEMPTION.-- c e s k 23 A.

Parties to a proposed transaction or acquisition e ta 17n "59A-63-12.b 24 may request a pre-notice conference to determine if they are u [ required to file a notice or to discuss the potential extent of .230523.2 - 8 - SHPAC/SB 14 a review.

[NEWThe MATERIAL]office CONFIDENTIALITY.--shall wschedule lthe npre-notice dconference 18within A.fifteen days of the request.

AllB. documents, materials and supporting = = 19 a l information submitted to the office as part of a proposed i a e r 20 transaction are public records and subject to the provisions of a t m m 21 the Inspection of Public Records Act, except as provided in d r e 22 this section.

cThe eparties sto ka 23proposed B.transaction or acquisition shall submit to the office at least sixty days prior to the anticipated effective date of the proposed transaction or acquisition a written notice of the proposed transaction or acquisition in the form and manner prescribed by the office along with an attestation as to the accuracy and completeness of the notice by the officers who will be the signatories to the material transaction or acquisition documents or other appropriate officer of each party acceptable to the office.

If a party believes that information contained e a n b 24 in the notice of proposed transaction contains a trade secret u [ as provided in the Uniform Trade Secrets Act or Subsection D of .228786.2SA - 12 - this section, the party shall:

(1) at the time the information is submitted to the office, submit a written request for designation of the information as a trade secret in the manner prescribed by the office;

(2) identify with particularity the information to be designated as a trade secret;

and (3) submit the information at issue in a separate filing from information submitted that does not contain trade secrets and clearly mark each page that contains a trade secret with the term "trade secret";

provided that if a document contains both trade secret information and non-trade-secret information, the submitting party shall redact the trade secret information from the document and identify it in the separate filing.

IfUnless otherwise determined by the officesuperintendent, determinesthe thatparties shall be jointly and severally obligated for and shall pay, within thirty days of invoice by or on behalf of the informationoffice, the reasonable costs and expenses e t 17 meetsof the standardprofessional forservices aof tradeoutside secretexperts asincurred providedby in the w l n d 18 Uniformoffice Tradein Secretsthe Actperformance or Subsection D of thisthe section,office's or the authority's = = 19 duties pursuant to the Health Care Consolidation and a l officei shalla maintaine ther confidentiality20 ofTransparency theAct. information.

iThe aoffice eshall rnotify 20parties Ifof the office shares confidential information with another a t m m 21 stateidentity agencyof orsuch an outside expert,experts. that agency or outside d r e 22 expert is also bound by the confidentiality provided in this c e s k 23 section and any other applicable confidentiality provisions of e a n b 24 state law.

ud [r e 22 D.

SolelyEntry forinto purposesa ofbinding implementingagreement thebefore Healtha .228786.2SAproposed -c 13e -s Carek Consolidation23 andtransaction Transparencyor Act,acquisition tois theeffectuated extentis not alreadya includedviolation inof thee Uniforma Traden Secretsb Act,24 the followingHealth shallCare beConsolidation consideredand tradeTransparency secretAct informationif it u [ remains subject to regulatory review and shallapproval remainby confidential:the .230523.2 - 9 - SHPAC/SB 14 office.

(1) financial statements that are not otherwise publicly available;

(2) provider reimbursement rates negotiated between or on behalf of a health insurer or other payer and a health care provider;

and (3) amounts paid by contract or through an employment agreement to individual employees of health care entities, including benefits.

CopiesThe notice of materiala agreementsproposed betweentransaction theor partiesacquisition relatedshall toinclude ainformation transactionrequired settingby forth the negotiatedoffice termsto andperform conditionsits ofduties theunder transaction and signed by the partiesHealth shallCare notConsolidation beand publicTransparency recordsAct untilin thirtya daysform afterand themanner eprescribed tby 17 effective date of the transaction."office, wand lsuch ninformation dshall 18include, SECTIONat 5.a minimum:

A(1) newa sectionlist of the Newparties Mexicoand Insurancethe =identifying =information 19required afor lreporting Code,in SectionSubsection 59A-63-13A NMSAof 1978,Section is59A-63-20 enactedNMSA to1978; read:

i(2) a esummary rof 20the "59A-63-13.material terms of the transaction or acquisition agreements;

[NEW(3) MATERIAL]a TIMINGstatement OFdescribing REVIEWthe OFgoals NOTICEand ANDthe aanticipated timpact mon mthe 21current TOLLING.--and dfuture rprovision eof 22essential A.services in New Mexico;

A(4) notice of a proposedlist transaction shall be c e s k 23 deemed complete by the office on the date when all of the egeographic aservice nareas bthat 24will informationbe requiredaffected; by the Health Care Consolidation and u [ Transparency Act is submitted by all parties to the .228786.2SA - 14 - transaction.

Thee officet shall17 notify(5) thea partiesdescription inof writingthe ifpatients, theemployees noticew isl incompleten d 18 and moreother informationpersons mustthat are likely to be submitted.affected;

If= the= office19 does(6) nota notifydescription of the partiesanticipated thatimpact on a l i a e r 20 current and future wages, benefits, working conditions, a t m m 21 employment protections and restrictions and other terms and d r e 22 conditions of employment for employees of the noticehospital or c e s k 23 health care provider organization that is incomplete,party theto, noticeor shallthe bee deemeda completen fifteenb days24 aftersubject of, the noticeproposed wastransaction filed.or acquisition;

Theu office[ may(7) requesta additionalsummary informationof orthe documentsessential atservices any.230523.2 time- before10 completion- ofSHPAC/SB its14 review,currently regardlessprovided ofby whetherapplicable thehospital noticeor ishealth complete.care provider organization and the other parties;

commitments of the parties and the hospital or health care provider organization to continue those services;

and essential services that will be added, reduced or eliminated in the service area in which they are currently provided, including an explanation of why any services will be reduced or eliminated;

(8) a summary of the plans of the parties with respect to any patient care facilities owned by the hospital or the real estate on which the hospital is located or the health care provider organization following the closing of the transaction or acquisition;

(9) organizational charts for each of the parties identifying all of the direct and indirect parents, subsidiaries, affiliates and controlling individuals and entities of each of the parties;

and e t 17 (10) copies of all agreements, including any w l n d 18 memoranda of understanding, letters of intent or other = = 19 documents setting forth the negotiated terms and conditions of a l i a e r 20 the proposed transaction or acquisition;

provided that such a t m m 21 agreements shall remain confidential and be exempt from d r e 22 disclosure pursuant to the Inspection of Public Records Act.

c e s k 23 F.

The office shall consult with the authority e a n b 24 about the potential effect of a proposed transaction or u [ acquisition and consider the authority's feedback and review in .230523.2 - 11 - SHPAC/SB 14 making the office's final determination.

G.

The office shall provide all notices and documents received from any of the parties to a proposed transaction or acquisition to the authority and the attorney general.

The attorney general may provide input to the office about the potential effect of a proposed transaction or acquisition relative to the Antitrust Act, the Unfair Practices Act or other state or federal law.

H.

The office may consult with any other state agency to the extent that agency has expertise related to a proposed transaction or acquisition or the communities or populations that may be affected by a transaction or acquisition.

I.

The office may retain actuaries, accountants, attorneys or other professionals who are qualified and have expertise in the type of transaction or acquisition under e t 17 review as necessary to assist the office in conducting its w l n d 18 review of a proposed transaction or acquisition.

= = 19 J.

The parties shall not effectuate a proposed a l i a e r 20 transaction or acquisition without the superintendent's written a t m m 21 determination that no comprehensive review is needed or without d r e 22 the written approval, with or without conditions, of the c e s k 23 superintendent following a comprehensive review.

If the e a n b 24 approval following a comprehensive review contains conditions, u [ the parties shall comply with such conditions.

The submitting .230523.2 - 12 - SHPAC/SB 14 party shall notify the office in a form and manner prescribed by the office when the transaction or acquisition has been effectuated.

K.

The office may waive the requirement of a preliminary or comprehensive review of a transaction or acquisition if there is an emergency situation that threatens access to essential services and the transaction or acquisition is urgently needed to protect the interest of patients of health care services.

The office, by rule, shall establish the procedures for requesting an emergency waiver and establishing the need for such waiver.

The office may request that the parties to a transaction or acquisition submit documents to establish the need for an emergency waiver.

Once the request for an emergency waiver and any documents requested by the office are received, the office shall issue its determination within fourteen days, subject to the tolling provisions of e t 17 Section 59A-63-13 NMSA 1978.

w l n d 18 L.

Nothing in the Health Care Consolidation and = = 19 Transparency Act shall amend, modify, abrogate or otherwise a l i a e r 20 affect the applicability of or obligations of a party to a a t m m 21 transaction or acquisition under any other state or federal d r e 22 law.

The filing obligations under that act are in addition to c e s k 23 any other obligation that may be required under other laws." e a n b 24 SECTION 5.

A new section of the New Mexico Insurance u [ Code, Section 59A-63-13 NMSA 1978, is enacted to read:

.230523.2 - 13 - SHPAC/SB 14 "59A-63-13.

[NEW MATERIAL] TIMING OF REVIEW OF NOTICE AND TOLLING.-- A.

Within fifteen days after the notice of a proposed transaction or acquisition is filed, the office shall notify the parties in writing if the notice is complete or, if the notice is incomplete, specify what additional information must be submitted.

ShouldA thenotice scope of thea proposed transaction beor significantlyacquisition modifiedshall frombe thatdeemed outlinedcomplete inby the initialoffice notice,when theall timeof periodsthe setinformation outrequired inby the Health Care Consolidation and Transparency Act shallis besubmitted restarted by the office.parties.

NoThe lateroffice thanmay sixtyrequest daysadditional afterrelevant receivinginformation aor completedocuments noticeat ofany atime proposedafter transaction,a thenotice officeis shallcomplete. complete its preliminary review.

In such circumstances, the time periods described below in this section shall be tolled until the office receives such additional material.

IfShould the officescope determinesof that a comprehensiveproposed transaction or w l n d 18 reviewacquisition isbe necessary,significantly themodified officefrom shallthat completeoutlined in the = = 19 ainitial lnotice, comprehensivethe reviewparties inshall accordanceresubmit the notice with Sectionthe 59A-63-16a NMSAl i a e r 20 1978modifications, withinand ninetythe daystime orperiods withinset oneout hundredin eightythe daysHealth ifCare an a t m m 21 administrativeConsolidation hearingand isTransparency requiredAct asshall providedbe inrestarted. that section.

IfNo thelater officethan determinessixty thatdays anafter administrativereceiving a c e s k 23 hearingcomplete isnotice, required, the office shall makeconclude its finalpreliminary e a n b 24 determinationreview. in accordance with Section 59A-63-16 NMSA 1978 u [ within thirty days following an administrative hearing.

.228786.2SAu -[ 15 - F.

TheIf timethe periodsoffice provideddetermines inthat thisa sectioncomprehensive shall.230523.2 be- tolled14 during- anySHPAC/SB time14 inreview whichis necessary, the office hasshall requestedcomplete andthe comprehensive review in accordance with Section 59A-63-15 NMSA 1978 within ninety days or, if there is awaitingpotential furtherfor informationdisapproval, fromthen thean partiesadministrative tohearing ashall transactionbe necessaryrequired pursuant to completethat itssection review."and SECTIONshall 6.be held within one hundred eighty days.

G.

If the office holds an administrative hearing, the office shall make its decision and issue a final order within thirty days following an administrative hearing." SECTION 6.

[NEW MATERIAL] NOTICEPRELIMINARY REVIEW OF PROPOSED TRANSACTION--GENERALTRANSACTIONS.-- PROVISIONS--CONSULTATIONS--EXPERTS-- PAYMENT OF COSTS.-- A.

The partiespurpose toof a proposed transaction shall submit to the officepreliminary atreview leastis sixty days prior to thedetermine anticipatedwhether effective date of the proposed transaction a written notice of the proposed transaction inor theacquisition formshould andreceive mannera prescribedcomprehensive byreview the office along with an attestation as to the accuracy and completeness of the notice by the officers who will be the signatories to the material transaction documents e t 17 or other appropriate officer of each party acceptable to the w l n d 18 office.

=e =t 1917 a l B.

UnlessTo otherwisedetermine determinedwhether by the i a eproposed rtransaction 20or superintendent,w thel partiesn shall be jointly and severally a t m m 21 responsible for and shall pay, within thirty days of invoice by d r18 eacquisition 22should orbe onsubject behalfto ofcomprehensive thereview, office, the reasonable= costs= and19 expensesoffice cshall econsider swhether k 23 of the professionalproposed servicestransaction ofor outsidea expertsl incurredi bya the e ar n20 bacquisition: 24 office in the performance of the office's or the authority's u [ duties pursuant to the Health Care Consolidation and .228786.2SA - 16 - Transparency Act.

Thea officet shallm notifym parties21 of(1) is necessary to maintain the identitysolvency of sucha outsided experts.r e 22 hospital;

c e s k 23 (2) is in the interest of patients or may have e a n b 24 negative effects on the availability, accessibility, u [ affordability or quality of health care services for patients, .230523.2 - 15 - SHPAC/SB 14 including the reduction or elimination of essential services;

(3) may have negative effects on current and future wages, benefits, working conditions, employment protections and restrictions and other terms and conditions of employment for employees of hospitals or health care provider organizations that are parties to or the subject of the proposed transaction or acquisition;

(4) may impose practice restrictions on health care providers;

and (5) has such other factors as the office deems necessary or appropriate to complete its preliminary review.

EntryThe intooffice ashall bindingalso agreementconsider beforethe aexperience, transactioncompetence isand effectuatedintegrity is not a violation of the Healthparties Carethat Consolidationwill andacquire Transparencycontrol Actfollowing if the transaction remainsor subjectacquisition toand regulatoryeach reviewperson andwho approval.controls such parties.

TheFollowing notice of the proposedconclusion transactionof shalla includepreliminary informatione requiredt by17 review, the office toshall performnotify its duties under the Healthparties Care Consolidation and Transparency Act in awriting formthat: and manner prescribed by the office;

suchw informationl shalln included at18 (1) a minimum:comprehensive review is not required and = = 19 they may proceed with the transaction or acquisition, subject a l i a e r 20 to the post-closing reporting requirements;

(1)or a listt ofm m 21 (2) the partiestransaction or acquisition is subject d r e 22 to a comprehensive review and include the identifyingreasons informationfor requiredthat forc reportinge ins Subsectionk A23 ofdetermination." Sectione 59A-63-20a NMSAn 1978;b 24 SECTION 7.

(2)A anew summarysection of the materialNew termsMexico andInsurance copiesu of[ allCode, transactionSection agreements59A-63-15 betweenNMSA any1978, ofis theenacted parties;to read:

e.230523.2 t- 1716 (3)- aSHPAC/SB statement14 describing"59A-63-15. the goals of the w l n d 18 proposed transaction and the anticipated impact on the current = = 19 a l and future provision of essential services in New Mexico;

i[NEW aMATERIAL] eCOMPREHENSIVE rREVIEW 20OF (4)PROPOSED aTRANSACTIONS listAND ofACQUISITIONS.-- theA. health care entities and a t m m 21 their geographic service areas that will be affected by the d r e 22 proposed transaction;

cThe esuperintendent sshall knotify 23the (5)submitting aparties descriptionin writing of the patients,office's employeesdetermination ethat a ncomprehensive breview 24is necessary and otherthe personsreasons whofor are likely to be affected by the udetermination. [ transaction;

.228786.2SA - 17 - (6) a description of whether and how the proposed transaction is anticipated to impact current and future wages, benefits, working conditions, employment protections and restrictions and other terms and conditions of employment for employees of the New Mexico health care entities that are parties to, or the subject of, the proposed transaction;

(7) a summary of the essential services currently provided by applicable New Mexico health care entities and the other parties;

commitments of the parties and the health care entity to continue those services;

and essential services that will be added, reduced or eliminated, including an explanation of why any services will be reduced or eliminated in the service area in which they are currently provided;

(8) a summary of the plans of the parties with e t 17 respect to any real estate owned by the health care entity w l n d 18 following the closing of the transaction;

= = 19 a l (9) organizational charts for each of the i a e r 20 parties to the proposed transaction identifying all of the a t m m 21 direct and indirect parents, subsidiaries and affiliates of d r e 22 each of the parties, including any significant equity c e s k 23 investors;

and e a n b 24 (10) copies of all agreements between any of u [ the parties related to the proposed transaction, including any .228786.2SA - 18 - memoranda of understanding, letters of intent or other documents setting forth the negotiated terms and conditions of the proposed transaction, signed by parties to the proposed transaction.

E.

The office shall consult with the authority about the potential effect of the proposed transaction and incorporate the authority's review into the office's final determination.

F.

The office shall provide all notices and documents received from any of the parties to a proposed transaction to the authority and the attorney general.

The attorney general may provide input to the office about the potential effect of the proposed transaction relative to the Antitrust Act, the Unfair Practices Act or other state or federal law.

G.

The office may consult with any other state e t 17 agency to the extent that agency has expertise related to the w l n d 18 proposed transaction or the communities or populations that may = = 19 a l be affected by the transaction.

i a e r 20 H.

The office may retain actuaries, accountants, a t m m 21 attorneys or other professionals who are qualified and have d r e 22 expertise in the type of transaction under review as necessary c e s k 23 to assist the office in conducting its review of the proposed e a n b 24 transaction.

u [ I.

The parties shall not effectuate a transaction .228786.2SA - 19 - without the superintendent's written determination that no comprehensive review is needed or without the written approval, with or without conditions, of the superintendent following a comprehensive review.

If the approval following a comprehensive review contains conditions, the parties shall comply with such conditions.

The submitting party shall notify the office in a form and manner prescribed by the office when the transaction has been effectuated.

J.

The office may waive the requirement of a preliminary or comprehensive review of a transaction if there is an emergency situation that threatens access to essential services and the transaction is urgently needed to protect the interest of patients and other consumers of health care services.

The office, by rule, shall establish the procedures for requesting an emergency waiver and establishing the need for such waiver.

The office may request the parties to the e t 17 transaction to submit documents to establish the need for an w l n d 18 emergency waiver.

Once the request for an emergency waiver and = = 19 a l any documents requested by the office are received, the office i a e r 20 shall issue its determination within fourteen days, subject to a t m m 21 the tolling provisions of Subsection F of Section 59A-63-13 d r e 22 NMSA 1978.

c e s k 23 K.

Parties to a proposed transaction may request a e a n b 24 pre-notice conference to determine if they are required to file u [ a notice or to discuss the potential extent of the review.

The .228786.2SA - 20 - office shall schedule the pre-notice conference within thirty days of the request.

L.

Nothing in the Health Care Consolidation and Transparency Act shall amend, modify, abrogate or otherwise affect the applicability of or obligations of a party to a transaction under any other state or federal law.

The filing obligations under that act are in addition to any other obligation that may be required under other laws." SECTION 7.

A new section of the New Mexico Insurance Code, Section 59A-63-15 NMSA 1978, is enacted to read:

"59A-63-15.

[NEW MATERIAL] PRELIMINARY REVIEW OF PROPOSED TRANSACTIONS.-- A.

No later than sixty days after receiving a complete notice of a proposed transaction, the office shall complete a preliminary review.

TheIf purposethe ofoffice thedetermines preliminarythat a comprehensive review of a proposed transaction or acquisition is tonecessary, ethe toffice 17shall determineconfer whetherwith the proposedauthority transactionand shouldmay receiveconsult awith wthe lattorney ngeneral dand 18complete comprehensivethe review bywithin theninety office.days following its determination that a comprehensive review is necessary;

=provided =that 19if, aafter lreview, C.the office is considering disapproval of the proposed transaction or acquisition, the office shall hold an administrative hearing before the superintendent makes the final decision.

ToC. determine whether the transaction should be i a e r 20 subject to comprehensive review, the office shall consider a t m m 21 whether the transaction:

dThe rreview eperiod 22may (1)be isextended inif the interestparties of patients and c e st k17 23agree consumersto ofan healthextension. care services;

ew al n bd 2418 (2)D. is necessary to maintain the solvency of a u [ health care entity;

.228786.2SAThe -office 21may -request (3)additional mayinformation have= negative= effects19 onfrom any of the availability,parties accessibility,as affordabilityneeded orto qualityconduct the comprehensive a l i a e r 20 review of healtha careproposed fortransaction patientsor acquisition, and otherthe consumersa t m m 21 parties shall promptly reply using the form of healthcommunication cared services,r includinge 22 requested by the reductionoffice orand eliminationverified by an officer of essentiala services;party c e s k 23 if required by the office.

(4)e maya haven negativeb effects24 onE. current and future wages, benefits, working conditions, employment protections and restrictions and other terms and conditions of employment for employees of the New Mexico health care entities that are parties to the proposed transaction;

(5)In conducting a comprehensive review of a u [ proposed transaction or acquisition, the office may imposeconsider practice.230523.2 restrictions- on17 health- careSHPAC/SB providers;14 the likely effect in New Mexico of the proposed transaction or acquisition on:

and(1) (6)the haspotential suchreduction otherof, factorselimination asof, theloss officeof deems necessary or appropriatematerial tochange completein itsaccess preliminaryto review.essential services;

D.(2) the availability, accessibility and quality of current and future health care services to any community likely to be affected by the proposed transaction or acquisition, including the accessibility of culturally responsive care and access to services in medically underserved areas;

The(3) officethe shallhealth alsocare considermarket theshare experience,of competencea party and integritywhether of the partiesproposed thattransaction willor acquireacquisition controlis followinglikely to foreclose competitors of a party from a segment of the transactionmarket andor eachotherwise personlikely whoto controlsincrease ebarriers tto 17entry suchin parties.a health care market;

(4) wages, salaries, benefits and working e t 17 conditions of employees of the hospital, including employment w l n d 18 E.protections and contract provisions involving labor conditions = = 19 that are required to comply with state and federal law;

Followinga thel conclusioni ofa thee preliminaryr =20 =(5) 19patient and payer cost trends and a lt review,m them office21 shallcontainment notifyof thetotal partiesstate inhealth writingcare that:spending;

id ar e r22 20(6) (1)health acare comprehensivequality, reviewincident isand notsimilar requiredc e s k 23 reports or filings and related litigation involving any e a tn mb m24 21hospital theyor mayhealth proceedcare withprovider organization owned by the transaction,u subject[ toparties that will acquire control following the post-transaction dor r.230523.2 e- 2218 closing- reportingSHPAC/SB requirements14 setacquisition forthand ineach Sectionperson 59A-63-20that ccontrols esuch sparties kor 23their NMSAprovision 1978;of health care services within or without New Mexico to the extent relevant to assess the availability, accessibility, affordability or quality of care or coverage in the relevant markets;

orand e(7) asuch nother bfactors 24that (2) the transactionoffice isdeems subjectnecessary toor aappropriate uto [complete its comprehensive reviewreview. and include the reasons for that .228786.2SA - 22 - determination." SECTION 8.

F.

Following completion of a comprehensive review above, the receipt of input from the authority, and if consulted, the attorney general and other state agencies and input from public forums and other public comments, the office shall approve the proposed transaction or acquisition, with or without conditions, unless the office determines that an administrative hearing is necessary to consider disapproval because of a substantial likelihood of:

(1) a significant reduction in the e t 17 availability, accessibility, affordability or quality of care w l n d 18 for patients of health care services;

or = = 19 (2) any anticompetitive effects from the a l i a e r 20 proposed transaction or acquisition that outweigh the benefits a t m m 21 of the transaction or acquisition.

d r e 22 G.

The superintendent shall make a final c e s k 23 determination to approve a proposed transaction or acquisition e a n b 24 with or without conditions or disapprove a proposed transaction u [ or acquisition and, if disapproved, issue a final order within .230523.2 - 19 - SHPAC/SB 14 thirty days after the administrative hearing." SECTION 8.

[NEW MATERIAL] COMPREHENSIVE REVIEW OF PROPOSED TRANSACTIONS.-- A.

If the office determines that a comprehensive review is necessary, the office shall confer with the authority and the attorney general and complete the review within ninety days following its determination that a comprehensive review is necessary;

provided that if after review the office is considering disapproval of the proposed transaction, the office shall hold an administrative hearing before the superintendent makes the final decision.

B.

The superintendent shall notify the submitting party in writing of the office's determination that a comprehensive review is necessary and the reasons for the e t 17 determination.

w l n d 18 C.

The review period may be extended if the parties = = 19 a l agree to an extension.

i a e r 20 D.

The office may request additional information a t m m 21 from any of the parties as needed to conduct the comprehensive d r e 22 review of a proposed transaction, and the parties shall c e s k 23 promptly reply using the form of communication requested by the e a n b 24 office and verified by an officer of the party if required by u [ the office.

.228786.2SA - 23 - E.

The office shall conduct or have conducted a public comment forum as provided in Section 59A-63-17 NMSA 1978.

F.

In conducting a comprehensive review of a proposed transaction, the office may consider the likely effect in New Mexico of the proposed transaction on:

(1) the potential reduction of, elimination of, loss of or material change in access to essential services;

(2) the availability, accessibility and quality of current and future health care services and health care provider networks to any community affected by the transaction, including the accessibility of culturally responsive care;

(3) the quality of current and future health care services provided to any of the communities affected by the transaction;

e t 17 (4) the health care market share of a party w l n d 18 and whether the transaction is likely to foreclose competitors = = 19 a l of a party from a segment of the market or otherwise likely to i a e r 20 increase barriers to entry in a health care market;

a t m m 21 (5) the labor market and competition for d r e 22 health care workers;

c e s k 23 (6) wages, salaries, benefits and working e a n b 24 conditions of employees of health care entities that are u [ parties to the transaction;

.228786.2SA - 24 - (7) changes in practice restrictions for licensed health care providers who work at the hospital;

(8) employment protections, restrictions and other terms and conditions of employment for employees of health care entities that are parties to the transaction;

(9) contract provisions involving labor conditions that are required to comply with state and federal law;

(10) patient and payer costs;

(11) the potential for the proposed transaction to affect health outcomes for New Mexico residents;

(12) cost trends and containment of total state health care spending;

(13) access to services in medically underserved areas;

(14) quality, incident and similar reports or e t 17 filings and related litigation involving any of the health care w l n d 18 entities owned by any of the parties that will acquire control = = 19 a l following the transaction and each person who controls such i a e r 20 parties or their provision of health care services within or a t m m 21 without New Mexico that is relevant to an understanding of the d r e 22 availability, accessibility, affordability or quality of care c e s k 23 or coverage in the markets served by such health care entities, e a n b 24 parties or persons;

u [ (15) whether the transaction is contrary to or .228786.2SA - 25 - violates any applicable law;

and (16) such other factors the office deems necessary or appropriate to complete its comprehensive review.

G.

Following completion of the comprehensive review of factors provided for in Subsection F of this section, the receipt of recommendations from the authority, the attorney general and other state agencies consulted and input from public forums and other public comments, the office shall approve the proposed transaction, with or without conditions, unless the office finds that an administrative hearing is necessary to consider disapproval of the proposed transaction because of a substantial likelihood of:

(1) a significant reduction in the availability, accessibility, affordability or quality of care for patients and consumers of health care services;

or (2) any anticompetitive effects from the e t 17 proposed transaction that outweigh the benefits of the w l n d 18 transaction.

= = 19 a l H.

The superintendent shall make a final i a e r 20 determination to approve the proposed transaction with or a t m m 21 without conditions or disapprove the proposed transaction d r e 22 within thirty days after the administrative hearing and explain c e s k 23 in writing the basis for that determination." e a n b 24 SECTION 9.

A new section of the New Mexico Insurance u [ Code, Section 59A-63-17 NMSA 1978, is enacted to read:

.228786.2SA - 26 - "59A-63-17.

Within ten days of receipt of a complete notice of a proposed transaction,transaction consistentor withacquisition, the confidentialityoffice provisionsshall ofpost Sectionthe 59A-63-12notice NMSAon 1978,its website, including the officesummaries, shalldescriptions postand onstatements itsrequired website:in the notice but excluding the material transaction or acquisition documents.

(1) the summaries, descriptions and statements provided in the written notice;

and (2) details about how to submit comments regarding the transaction.

WheneverThe a new notice of proposed transaction is complete and published on the office's website, the office shall publish a statement briefly describing thea notice of proposed transaction, the opportunity for interested parties to provide public comment on the proposed transaction andor informationacquisition onin howat toleast reviewone publicnewspaper informationof andgeneral submitcirculation eor tother 17media publicthat commentis toprevalent thein office regarding the proposedarea waffected lby nthe dtransaction 18or transaction.acquisition.

The office shall publishalso provide the statement into atmunicipal =and =county 19officials; a l least one newspaper of general circulation or other media that i a e r 20 is prevalent in the area affected by the transaction.

TheIndian anations, ttribes m m 21 office shall also provide the statement to municipal and county d r e 22t officials;17 pueblos;

Indianmilitary nations,installation tribescommands; or pueblos;

militarystate clegislators eand sw kl 23n installationd commands;18 the state's congressional delegation;

stateany legislatorslabor andorganization = = 19 that represents employees of the state'simpacted ehospital or health a nl bi 24a congressionale delegation;r 20 care provider organization;

anyand laborcounty organizationhealth thatcouncils uin [the representsa employeest ofm them impacted21 healtharea careaffected entity;by the transaction or acquisition.

andd .228786.2SAr -e 2722 -C. county health councils in the area affected by the transaction.

C.With respect to website, newspaper and other c e s k 23 disseminations and communications described in Subsection B of e a n b 24 this section, the office shall provide details on how the u [ public can provide comments and offer multiple methods to .230523.2 - 20 - SHPAC/SB 14 provide the comments on a notice of a proposed transaction or acquisition by telephone or in writing by mail or electronic mail, anonymously or by a third party and such methods shall provide opportunities to submit comments in languages other than English.

The office shall provide multiple methods for the public to provide comments on a notice of proposed transaction by telephone or in writing by mail or electronic mail, anonymously or by a third party;

such methods shall provide opportunities to submit comments in languages other than English.

If the office conducts a comprehensive review, at least one public comment forum shall be held in the New Mexico service area or areas of the Newhospital Mexicoor health care entitiesprovider organization that areis partiesparty to or the subject of the proposed transaction.transaction or acquisition.

At least ten calendar days prior to athe public comment forum, the office shall post to the office's website information about the public comment forum and a link on the website to materials relevant to the proposed transaction.transaction or acquisition.

The forum notice and the materials shall be in a format that is e t 17 easy to find and easy to read and include e t 17 information on how to w l n d 18 submit comments.

=w =l 19n ad l18 F.

The office shall publish thea notice of a public i= a= e19 r 20 comment forum in at least one newspaper of general circulation a tl mi ma 21e r 20 or other media that is prevalent in the area affected by the da rt em 22m transaction.21 transaction or acquisition.

The office shall provide the noticed ofr ae public22 cnotice eof sthe kpublic 23 comment forum to municipal and county c e s k 23 officials;

Indian e a n b 24 nations, tribes orand pueblos;

military e a n b 24 installation commands;

u [ state legislators and the state's u [ congressional delegation;

any .228786.2SAlabor -organization 28that .230523.2 - labor21 organization- thatSHPAC/SB 14 represents employees of the affected hospital or health care entity;provider organization;

and county health councils in the area affected by the transaction.transaction or acquisition.

Public comment on a proposed transaction or acquisition that is subject to comprehensive review shall be provided in the same manner as provided in Subsection C of this section.

The office shall consider public comments onand ainput proposedreceived transactionduring inthe determiningpublic whethercomment forum on a proposed transaction shouldor proceedacquisition toin comprehensivethe review.office's determination." SECTION 9.

TheA officenew shallsection considerof publicthe commentsNew andMexico inputInsurance receivedCode, duringSection public59A-63-17 commentNMSA forums1978, onis aenacted proposedto transactionread: in the office's final determination." SECTION 10.

A"59A-63-17. new section of the New Mexico Insurance Code, Section 59A-63-18 NMSA 1978, is enacted to read:

"59A-63-18.[NEW MATERIAL] POST-TRANSACTION OVERSIGHT.-- A.

[NEWThe MATERIAL]office POST-APPROVALmay TRANSACTIONaudit OVERSIGHT.--the books, documents, records and data of a party to or the subject of a transaction or acquisition that is subject to a conditional approval to e t 17 A.monitor the parties' compliance with the conditions established w l n d 18 by the office.

The office may audit the books, documents, w l n d 18 records and data of a person that is party to a transaction = = 19 aB. l that is subject to a conditional approval pursuant to Section i a e r 20 59A-63-16 NMSA 1978 to monitor the parties' compliance with the a t m m 21 conditions established by the office.

dThe roffice may contract with experts to assist a l i a e 22r B.20 with monitoring ongoing compliance with imposed conditions.

a t m m 21 The office mayshall contractdesignate withthe expertsparties to assistthe transaction or d r e 22 acquisition that shall bear the reasonable cost of retaining c e s k 23 withexperts monitoringfor ongoingpost-transaction complianceor withacquisition imposedoversight. conditions.

e a n b 24 TheC. office shall designate the parties to the transaction that u [ shall bear the reasonable cost of retaining experts for post- .228786.2SA - 29 - transaction oversight.

C.A hospital or health care provider organization u [ subject to a transaction or acquisition approved with .230523.2 - 22 - SHPAC/SB 14 conditions may apply to the office to modify or terminate the conditions on the grounds that circumstances have changed to justify such modification or termination.

AThe healthapplication careshall entitybe subjectmade topublic aand transactionsubject approvedto withpublic conditionsinput maybefore apply to the office toacts modify or terminate the conditions on thean groundsapplication. that circumstances have changed to justify such modification or termination.

SuchThe applicationoffice shallmay behold madea public andcomment subjectforum to publicconsider input before the office acts on the application.

The office may hold a public forum to consider such an application.

The parties or the healthhospital care entity subject to thea transaction or acquisition that was approved or conditionally approved following comprehensive review shall submit one-, two- and five-year reports to the office, the attorney general and the authority in the form and manner prescribed by the office and upon future intervals determined at the discretion of the office.

(1) describe compliance with conditionsapplicable placedconditions; e t 17 on the transaction, if any;

w l n d 18 (2) describe the growth, decline and other =e =t 1917 a l changes in health care services provided in New MexicoMexico; by the i a e r 20 health care entity;

aw tl mn md 2118 (3) provide analyses of cost trends of the d= r= e19 22hospital; health care entity;

ca el si ka 23e r 20 (4) describe any material changes to the e a nt bm 24m 21 information provided into the originaloffice noticein ofconnection with the transaction;d r e 22 comprehensive review;

u [ and .228786.2SAc -e 30s -k 23 (5) provide any other information required by e a n b 24 the office to monitor compliance with the conditions." u [ SECTION 11.10.

A new section of the New Mexico Insurance .230523.2 - 23 - SHPAC/SB 14 Code, Section 59A-63-18 NMSA 1978, is enacted to read:

"59A-63-18.

[NEW MATERIAL] WHISTLE BLOWER PROTECTION-- DEFINITIONS--POLICY REQUIRED--RETALIATION PROHIBITED-- PENALTIES.-- A.

As used in this section:

(1) "good faith" means that a reasonable basis exists as evidenced by the facts available;

(2) "retaliatory action" means any discriminatory or adverse action taken by a hospital against a whistle blower, including termination, discharge, demotion, suspension, harassment or limitation on access to health care services;

(3) "unlawful or improper act" means a practice, procedure, action or failure to act on the part of a hospital that is relevant to its obligations pursuant to the Health Care Consolidation and Transparency Act, the Health Care e t 17 Consolidation Oversight Act or the office's or attorney w l n d 18 general's ability to exercise authority pursuant to those acts = = 19 that:

a l i a e r 20 (a) violates a federal law or regulation a t m m 21 or a state law or rule;

d r e 22 (b) is illegal, immoral, illicit, unsafe c e s k 23 or fraudulent;

e a n b 24 (c) constitutes malfeasance;

or u [ (d) constitutes:

1) gross mismanagement;

.230523.2 - 24 - SHPAC/SB 14 2) a waste of funds;

3) an abuse of authority;

or 4) a substantial and specific danger to patients, consumers or the public;

and (4) "whistle blower" means a health care provider;

patient;

patient's representative or guardian;

or officer, employee, contractor, subcontractor or authorized agent of a hospital who reveals information about an unlawful or improper act by the hospital.

B.

A hospital shall not, either directly or indirectly, take any retaliatory action against a whistle blower who:

(1) discloses to the office, the attorney general, the authority or any other state, local government or federal entity information about an action or a failure to act that the whistle blower believes in good faith constitutes an unlawful or improper act;

e t 17 (2) provides information to or testifies w l n d 18 before a public body as part of an investigation, hearing or = = 19 inquiry into an unlawful or improper act;

or a l i a e r 20 (3) objects to or refuses to participate in an a t m m 21 activity, policy or practice that the whistle blower believes d r e 22 in good faith constitutes an unlawful or improper act.

c e s k 23 C.

Every hospital shall adopt, promulgate and e a n b 24 enforce a whistle blower protection policy that, at a minimum, u [ meets the requirements above to protect whistle blowers from .230523.2 - 25 - SHPAC/SB 14 any form of retaliatory action by the hospital.

The policy shall be posted at each hospital workplace, published on the hospital's website and given, by either written or electronic communication, to every officer, employee, contractor or other agent of the hospital.

D.

Except as otherwise provided in the Health Care Consolidation and Transparency Act and in addition to any criminal charges or civil suits that may be brought against the hospital for either its unlawful or improper act or its retaliatory actions, the superintendent may assess an administrative fine not to exceed ten thousand dollars ($10,000) on a hospital that the superintendent finds has engaged in retaliatory action.

Each retaliatory action or each day of violation may be considered a separate violation.

If the superintendent finds that the hospital willfully or repeatedly violated or continues to violate the prohibition e t 17 against retaliatory actions, the superintendent may assess an w l n d 18 administrative fine not to exceed one hundred thousand dollars = = 19 ($100,000) for each violation.

a l i a e r 20 E.

The superintendent shall give notice to the a t m m 21 hospital of the superintendent's intention to assess an d r e 22 administrative fine and specify the findings of retaliatory c e s k 23 action.

The hospital may request a hearing, which shall be e a n b 24 conducted as provided for in the Administrative Procedures Act.

u [ The superintendent shall make final findings and decisions, .230523.2 - 26 - SHPAC/SB 14 which may include the time in which the hospital must correct an unlawful or improper violation, and shall send a copy by registered mail to the hospital as applicable.

The decision of the superintendent is a final agency action and may be appealed to the district court as provided in Section 39-3-1.1 NMSA 1978.

The hospital shall have thirty days to pay an administrative fine.

F.

A hospital that fails to stop or correct a retaliatory action within the period allowed for its correction, which period shall not begin to run until the date of the final order or appeal, if applicable, may be assessed a separate administrative fine not to exceed fifteen thousand dollars ($15,000) for each day during which the failure to stop or correct the retaliatory action continues past the deadline for stopping or correcting the action.

G.

Administrative fines shall be deposited in the e t 17 state treasury to the credit of the current school fund as w l n d 18 required by Article 12, Section 4 of the constitution of New = = 19 Mexico.

a l i a e r 20 H.

The rights and remedies provided in this section a t m m 21 shall not be waived by an agreement, policy form or condition d r e 22 of employment, including by an arbitration agreement.

c e s k 23 I.

Nothing in this section shall be deemed to e a n b 24 diminish the rights, privileges or remedies of a person u [ pursuant to any federal or state law or pursuant to any .230523.2 - 27 - SHPAC/SB 14 collective bargaining agreement." SECTION 11.

A transaction or acquisition that is covered by Section 59A-63-11 NMSA 1978 shall not be effective in New Mexico without the superintendent's written determination that no comprehensive review is needed or without the written approval, with or without conditions, of the superintendent following comprehensive review.

WithoutA limitation to Subsection B of this section, a person who violates a material or substantive e t 17 provision of the Health Care Consolidation and Transparency Act w l n d 18 or order or rule of the superintendent issued or adopted in =e =t 1917 a l accordance with that act may be assessed an administrative fine iw al en rd 2018 by the superintendent of not more than five thousand dollars a= t= m19 m 21 ($5,000) for each instance of violation unless the violation is da rl i a e 22r 20 willful and intentional, in which case the superintendent may ca et sm km 2321 assess a fine of not more than ten thousand dollars ($10,000) ed ar ne b22 24 for each violation, except as provided in Paragraph (2) of uc [e s k 23 Subsection D of this section.

For purposes of calculating the .228786.2SAe -a 31n -b 24 fine, the superintendent shall determine what constitutes an u [ "instance of violation" based on:

.230523.2 - 28 - SHPAC/SB 14 (1) the nature of the violation, including whether it is on a per day, per patient, per instance or other basis;

(2) the nature of the proposed transaction or acquisition and the circumstances of the parties involved;

(3) the potential impact on the availability, accessibility, affordability or quality of care for patients and consumers of health care services in theNew state;Mexico;

and (4) any anticompetitive effects from the proposed transaction.transaction or acquisition.

In the event of a failure to provide the required notice of proposed transaction,transaction or acquisition, in addition to the imposition of administrative fines, the superintendent may:

(1) require the parties to the unnoticed e t 17 transaction to submit a notice of proposed transaction toor allowe wt l17 nacquisition dto 18allow the office to complete a preliminary w l n d 18 review and:

= = 19 a l (a) determine if the transaction shouldor a l i a e r 20 acquisition should be subject to a comprehensive review;

and a t m m 21 (b) if needed, conduct such d r e 22 comprehensive review to determine if the transaction or c e s k 23 acquisition should:

c e s k 23 1) remain effective;

2) remain effective e a n b 24 with conditions;

or 3) e a n b 24 be disapproved;

u [ (2) in the event of a willful and intentional .228786.2SA.230523.2 - 3229 - SHPAC/SB 14 failure to provide the notice of proposed transaction,transaction or acquisition, impose an administrative fine of not more than fifteen thousand dollars ($15,000) per day from the date on which the notice was required to be submitted to the superintendent to the date of issuance of an order approving, approving with conditions or disapproving the transaction;transaction or acquisition;

and (3) if, following the comprehensive review and administrative hearing, the superintendent determines that the transaction or acquisition should not be approved, the superintendent may deem suchthe transaction or acquisition void or require that it be unwound with respect to New Mexico.

Money collected from the imposition of an administrative fine pursuant to the Health Care Consolidation and Transparency Act shall be deposited in state treasury to the credit of the current school fund as provided by Article e t 17 12, Section 4 of the constitution of New Mexico." ew tl 17n d 18 SECTION 12.

A new section of the New Mexico Insurance w= l= n19 d 18 Code, Section 59A-63-20 NMSA 1978, is enacted to read:

=a =l 19i a le r 20 "59A-63-20.

[NEW MATERIAL] DISCLOSURE OF HEALTH CARE i a e r 20 ENTITY OWNERSHIP AND CONTROL.-- a t m m 21 CONTROL.-- d r e 22 A.

Each hospital and health care entityprovider shallc reporte thes dk r23 eorganization 22shall report the following information to the e a n b 24 office and the authority on an c e s k 23 annual basis in a form and u [ manner required by the office:

e.230523.2 a- n30 b- 24SHPAC/SB 14 (1) the legal name of the health care entity u [ and any other names under which theit health care entity conducts .228786.2SAbusiness -and 33operations; - business;

(2) theprinciple business address ofand the healthaddresses careof entity;all other locations;

(3) the addressesname ofand allcontact locationsinformation of operations;a representative;

(4) the name and business identificationaddress numbersfor ofeach person that, with respect to the entity,relevant ashospital applicable,or including:health care provider organization, has a controlling interest or is a controlling person;

(a)and taxpayer(5) identificationa number;current organizational chart showing the business structure of the hospital or health care provider organization, including:

(b)(a) nationaleach providerperson identifier;listed in Paragraph (4) of this subsection;

(c)and employer(b) identificationaffiliates number;of the hospital or the e t 17 health care provider organization.

(d)w federall centersn ford medicare18 andB. medicaid services certification number;

(e)The nationalfollowing associationhealth ofcare insuranceprovider commissionersorganizations identification= number;= 19 are exempt from the reporting requirements provided in a l i a e r 20 Subsection A of this section:

(f) a personalt identificationm numberm associated21 with(1) a licensehealth issuedcare provider or health care d r e 22 provider organization that is owned or controlled by another c e s k 23 hospital or health care provider organization, if the office;owner or e a n b 24 controlling person is shown in the organizational chart and the u [ owner or controlling person provides the information required .230523.2 - 31 - SHPAC/SB 14 pursuant to Subsection A of this section;

and e(2) tany 17newly (g)formed pharmacy benefits manager w l n d 18 identification number associated with a license or registrationexisting =health =care 19provider aorganization. l of the pharmacy benefits manager in New Mexico;

i a e r 20 (5) the name and contact information of a a t m m 21 representative of the health care entity;

d r e 22 (6) the name, business address and business c e s k 23 identification numbers listed in Subparagraphs (a) through (g) e a n b 24 of Paragraph (4) of this subsection as applicable for each u [ person that, with respect to the relevant health care entity:

.228786.2SA - 34 - (a) has an ownership or investment interest;

(b) has a controlling interest;

(c) is a management services organization;

or (d) is a significant equity investor;

and (7) a current organizational chart showing the business structure of the health care entity, including:

(a) a person listed in Paragraph (6) of this subsection;

and (b) affiliates of the health care entity.

B.

The following health care entities are exempt from the reporting requirements provided in Subsection A of this section:

e t 17 (1) a health care provider or provider w l n d 18 organization, other than a health care facility, that is owned = = 19 a l or controlled by another health care entity, if the health care i a e r 20 provider or health care provider organization, as applicable, a t m m 21 is shown in the organizational chart and the controlling health d r e 22 care entity reports all of the information required pursuant to c e s k 23 Subsection A of this section on behalf of the owned or e a n b 24 controlled health care provider or health care provider u [ organization;

and .228786.2SA - 35 - (2) any newly formed or existing independent health care practice.

By October 1, 2026 and annually thereafter, the office shall prepare a public summary and analysis of the ownership trends for hospitals and health care entitiesprovider organizations in New Mexico.Mexico." SECTION 13.

D.

With the exception of information exempted from disclosure under the Inspection of Public Records Act, including trade secret information, information provided under this section is public information." SECTION 13.

[NEW MATERIAL] ACT NOT EXCLUSIVE--ATTORNEY GENERAL.--Nothing in the Health Care Consolidation and Transparency Act limits the authority of the attorney general to protect consumers in the health care market or to protect the economy of the state or any significant part of the state e t 17 insofar as health care is concerned under any state or federal w l n d 18 law.

The authority of the attorney general to maintain =e =t 1917 a l competitive markets and prosecute state and federal antitrust iw al en rd 2018 and unfair competition violations shall not be narrowed, a= t= m19 m 21 abrogated or otherwise altered by that act." da rl i a e 22r 20 SECTION 14.

A new section of the New Mexico Insurance ca et sm km 2321 Code, Section 59A-63-22 NMSA 1978, is enacted to read:

ed ar ne b22 24 "59A-63-22.

[NEW MATERIAL] JURISDICTION.--New Mexico uc [e courtss shallk 23 courts have personal jurisdiction over the parties to a .228786.2SAe -a 36n -b 24 transaction or acquisition subject to the provisions of the u [ Health Care Consolidation and Transparency Act, including the .230523.2 - 32 - SHPAC/SB 14 parties to the transaction or acquisition and any personentity affiliated with a party." SECTION 15.

[NEW MATERIAL] CONTINUED POST-TRANSACTION OR ACQUISITION OVERSIGHT OF TRANSACTIONS APPROVED OR CONDITIONALLY APPROVED UNDER THE HEALTH CARE CONSOLIDATION OVERSIGHT ACT.--On the effective date of the Health Care Consolidation and Transparency Act, aan personentity that had given notice of a proposed transaction or acquisition to the office in accordance with the Health Care Consolidation Oversight Act or whichthat is still under review pursuant to that act or aan personentity that had acquired control over a hospital through an approved or conditionally approved transaction or acquisition and that is under post-transaction or acquisition oversight pursuant to that act shall continue to be overseen by the e t 17 office as provided in that e t 17 act.

If aan personentity required to w l n d 18 provide reports pursuant to that w l n d 18 act proposes or makes material =changes =to 19 a lreviewable changes= to= a19 reviewabletransaction transaction,or acquisition, that personentity shall be reviewed as a l i a e r 20 reviewed as provided in the Health Care Consolidation and Transparency a t m m 21 Transparency Act." d r e 22 SECTION 16.

AEFFECTIVE newDATE.--The sectioneffective date of the New Mexico Insurance c e s k 23 Code,provisions Sectionof 59A-63-24this NMSAact 1978, is enactedJuly to1, read:2025.

e a n b 24 "59A-63-24.- 33 - u [ .230523.2

[NEW MATERIAL] WHISTLEBLOWER PROTECTION-- u [ POLICY REQUIRED--RETALIATION PROHIBITED--PENALTIES.-- .228786.2SA - 37 - A.

As used in this section:

(1) "good faith" means that a reasonable basis exists in fact as evidenced by the facts available;

(2) "retaliatory action" means any discriminatory or adverse action taken by a health care entity, management services organization or health care staffing company against a whistleblower, including termination, discharge, demotion, suspension, harassment or limitation on access to health care services;

(3) "unlawful or improper act" means a practice, procedure, action or failure to act on the part of a health care entity that is relevant to the health care entity's obligations pursuant to the Health Care Consolidation and Transparency Act or the Health Care Consolidation Oversight Act or the office's or attorney general's ability to exercise authority pursuant to those acts that:

e t 17 (a) violates a federal law or regulation w l n d 18 or a state law or rule;

= = 19 a l (b) is illegal, immoral, illicit, unsafe i a e r 20 or fraudulent;

a t m m 21 (c) constitutes malfeasance;

or d r e 22 (d) constitutes:

1) gross c e s k 23 mismanagement;

2) a waste of funds;

3) an abuse of authority;

e a n b 24 or 4) a substantial and specific danger to patients, consumers u [ or the public;

and .228786.2SA - 38 - (4) "whistleblower" means a health care provider;

patient;

patient's representative or guardian;

or officer, employee, contractor, subcontractor or authorized agent of a health care entity who reveals information about an unlawful or improper act by a health care entity.

B.

A health care entity shall not take any retaliatory action against a whistleblower who:

(1) discloses to the office, the attorney general, the authority or any other state, local government or federal entity information about an action or a failure to act that the whistleblower believes in good faith constitutes an unlawful or improper act;

(2) provides information to or testifies before a public body as part of an investigation, hearing or inquiry into an unlawful or improper act;

or (3) objects to or refuses to participate in an e t 17 activity, policy or practice that the whistleblower believes in w l n d 18 good faith constitutes an unlawful or improper act.

= = 19 a l C.

Every health care entity shall adopt, promulgate i a e r 20 and enforce a whistleblower protection policy that, at a a t m m 21 minimum, meets the requirements of Subsection B of this section d r e 22 to protect whistleblowers from any form of retaliatory action c e s k 23 by the health care entity.

The policy shall be posted at each e a n b 24 health care entity's workplace, published on its website and u [ given, by either written or electronic communication, to every .228786.2SA - 39 - officer, employee, contractor or other agent of the health care entity.

D.

Except as otherwise provided in the Health Care Consolidation and Transparency Act and in addition to any criminal charges or civil suits that may be brought against the health care entity for either its unlawful or improper act or its retaliatory actions, the superintendent may assess an administrative fine not to exceed ten thousand dollars ($10,000) on a health care entity that the superintendent finds has engaged in retaliatory action.

Each retaliatory action or each day of violation may be considered a separate violation.

If the superintendent finds the health care entity willfully or repeatedly violated or continues to violate the prohibition against retaliatory actions, the superintendent may assess an administrative fine not to exceed one hundred thousand dollars ($100,000) for each violation.

e t 17 E.

The superintendent shall give notice to the w l n d 18 health care entity of the superintendent's intention to assess = = 19 a l an administrative fine and specify the findings of retaliatory i a e r 20 action.

The health care entity may request a hearing, which a t m m 21 shall be conducted as provided in the Administrative Procedures d r e 22 Act.

The superintendent shall make final findings and c e s k 23 decisions, which may include the time in which the health care e a n b 24 entity must correct an unlawful or improper violation, and send u [ a copy by registered mail to the health care entity.

The .228786.2SA - 40 - decision of the superintendent is a final agency action and may be appealed to the district court as provided in Section 39-3-1.1 NMSA 1978.

The health care entity has thirty days in which to pay the administrative fine.

F.

A health care entity that fails to stop or correct a retaliatory action within the period allowed for its correction, which period shall not begin to run until the date of the final order or appeal, if applicable, may be assessed a separate administrative fine not to exceed fifteen thousand dollars ($15,000) for each day during which the failure to stop or correct retaliatory action continues past the deadline for stopping or correcting the action.

G.

Administrative fines shall be deposited in the state treasury to the credit of the current school fund as required by Article 12, Section 4 of the constitution of New Mexico.

e t 17 H.

The rights and remedies provided in this section w l n d 18 shall not be waived by an agreement, policy form or condition = = 19 a l of employment, including by an arbitration agreement.

i a e r 20 I.

Nothing in this section shall be deemed to a t m m 21 diminish the rights, privileges or remedies of a person d r e 22 pursuant to any federal or state law or pursuant to any c e s k 23 collective bargaining agreement." e a n b 24 SECTION 17.

EFFECTIVE DATE.--The effective date of the u [ provisions of this act is July 1, 2025.

.228786.2SA - 41 -