Requirement to File a Notice of Material Change

(1) Requirement for Filing. Any Provider or Provider Organization that meets the MCN Filing Threshold in the preceding fiscal year shall notify the Commission, the Center, and the Office of the Attorney General with a Notice of Material Change not fewer than 60 days before the proposed effective date of the following types of proposed Material Change: (a) A Merger or other Corporate Affiliation between a Provider or Provider Organization and a Carrier, Acquisition of a Provider or Provider Organization by a Carrier, or Acquisition of a Carrier by a Provider or Provider Organization; (b) A Merger with or Acquisition of a Hospital or hospital system; (c) Any other Acquisition, Merger, other Corporate Affiliation, Contracting Affiliation for establishing contracts with a Carrier or Third-party Administrator, or employment of Health Care Professionals when the affiliation: 1. Would result in an increase in annual Net Patient Service Revenue of an amount equal to or greater than the Revenue Increase Threshold for any Provider, Provider Organization, or Entity representing providers of Health Care Services in a state other than Massachusetts, or in a Provider or Provider Organization having Dominant Market Share; and 2. Such affiliation is of, by, or with: (i) A Provider or Providers (such as multiple Health Care Professionals from the same Provider or Provider Organization); (ii) A Provider Organization, including a Management Services Organization that provides support for negotiating or establishing contracts with Carriers or Third-party Administrators; or (iii) An Entity representing providers of Health Care Services who are qualified under the laws of a state other than Massachusetts in contracting with Payers for Health Care Services, provided that such a transaction is a Material Change only if such Entity proposes an Acquisition of, Merger or other Corporate Affiliation with, or Contracting Affiliation on behalf of a Massachusetts Provider, Provider Organization, or Management Services Organization. (d) A Clinical Affiliation between two or more Providers or Provider Organizations that each had annual Net Patient Service Revenue at or above the MCN Filing Threshold in the preceding fiscal year; provided that, for the purpose of this requirement, Clinical Affiliation includes the following: 1. Co-branding, 2. Co-located services, 3.. Complete or substantial staffing of an Acute Hospital service line, 4. The provision of funds to establish or enhance electronic health record (EHR) interconnectivity, 5. Establishment of a preferred Provider relationship, 6. Regular and ongoing provision of telemedicine services, 7i. Establishment of a discount arrangement For the purpose of this requirement, Clinical Affiliation does not include affiliations solely for the purpose of collaborating on clinical trials or graduate medical education programs. (e) Any formation of a partnership, joint venture, accountable care organization, parent corporation, Management Services Organization, or other organization created for administering contracts with Carriers or Third-party Administrators for current or future contracting on behalf of one or more Providers or Provider Organizations; (f) A significant increase to a Provider or Provider Organization's capacity including: 1. Any increase to capacity that requires an Application for Substantial Capital Expenditure (as defined in 105 CMR 100.100: Definitions) to be submitted to the Massachusetts Department of Public Health's Determination of Need program; or 2. Any increase to capacity that would result in an increase in annual Net Patient Service Revenue of the Provider or Provider Organization by an amount equal to or greater than the Revenue Increase Threshold, based on the expected revenue of the planned new capacity. (g) Any transaction involving a Significant Equity Investor, including but not limited to a Private Equity Company, that results in a partial or complete change of ownership or Control of a Provider, Provider Organization, or Management Services Organization that provides support for negotiating or establishing contracts with Carriers or Third-partyAdministrators; (h) The sale of a Provider or Provider Organization's real property assets where Health Care Services are delivered for the purposes of a real estate lease-back arrangement or such other significant acquisitions, sales, or transfers of assets specified by the Commission in public guidance; or (i) Any conversion of a Provider or Provider Organization from a non-profit Entity to a for-profit Entity. (2) Filing Thresholds. (a) The MCN Filing Threshold as of April 16, 2026 is $25 million. (b) The Revenue Increase Threshold as of April 16, 2026 is $10 million. (c) The Commission shall annually adjust the MCN Filing Threshold and Revenue Increase Threshold based on the Personal Health Care - Overall index established bythe United States Department of Health and Human Services, or if that index is no longer published, a similarly reliable index of health care inflation. The Commission shall establish and adjust such thresholds in a Technical Bulletin.