OAR 410-141-5265
CCO ACQUISITIONS AND MERGERS: Procedure For Acquiring Controlling Interest

(1) An acquiring party shall:
(a) Complete and file Form A which is described in OAR 410-141-5270 (CCO ACQUISITIONS AND MERGERS: Information to Be Included in Form A) with the Authority for approval. If more than one acquiring party must file Form A under this paragraph, any or all acquiring parties that are acting in concert may jointly file Form A.
(b) Deliver or mail to the CCO to which the activity described in OAR 410-141-5260 (CCO ACQUISITIONS AND MERGERS: Activities Prohibited Unless Certain Provisions Satisfied) applies, concurrently with filing the statement under paragraph (a) of this subsection, a statement that has the information specified in this section. A statement mailed under this paragraph must be sent by certified mail, return receipt requested. If a joint statement is filed under paragraph (a) of this subsection, the joint statement must be the statement mailed or delivered under this paragraph;
(2) A person required to file Form A pursuant to OAR 410-141-5260 (CCO ACQUISITIONS AND MERGERS: Activities Prohibited Unless Certain Provisions Satisfied) and this rule shall furnish the required information on Form A which is described in OAR 410-141-5270 (CCO ACQUISITIONS AND MERGERS: Information to Be Included in Form A).
(3) If the person being acquired is considered to be a CCO solely because of the definition of “CCO” in OAR 410-141-5255 (CCO ACQUISITIONS AND MERGERS: Purpose; Definitions), the name of the CCO on the cover page shall be indicated as follows: “ABC Company, a subsidiary of XYZ Holding Company.”
(4) References to “the CCO” contained in Form A shall refer to both the subsidiary CCO and the person being acquired.
(5) The statement an acquiring party files with the Authority under this section must be made under oath or affirmation and must have the following information:
(a) The name and address of the CCO that is subject to the acquisition and of each acquiring party that must file the statement, additional biographical and business information about each acquiring party that must file the statement, and business plans and information regarding persons who will serve as or perform functions of directors or officers, as required by the Authority.
(b) The source, nature and amount of the consideration used or to be used in effecting the activity, a description of any transaction in which funds were or are to be obtained for the activity and the identity of persons that provide the consideration. If a source of consideration is a loan made in the lender’s ordinary course of business, the identity of the lender must remain confidential if the acquiring party filing the statement requests confidentiality.
(c) Fully audited financial information as to the earnings and financial condition of each acquiring party for the acquiring party’s preceding five fiscal years, or for as long as the acquiring party and any predecessors of the acquiring party have existed, if the acquiring party and the acquiring party’s predecessors have existed for a shorter period of time, and similar unaudited information as of a date not earlier than 90 days before the statement was filed.
(d) Any plan or proposals that each acquiring party that must file a statement has to liquidate the CCO, to sell the CCO’s assets or to merge or consolidate the CCO with any person or to make any other material change in the CCO’s business, corporate structure or management.
(e) The number of shares of any security of a type described in OAR 410-141-5260 (CCO ACQUISITIONS AND MERGERS: Activities Prohibited Unless Certain Provisions Satisfied) that each acquiring party proposes to acquire, the terms of any offer, request, invitation, agreement or acquisition of any security of a type described in OAR 410-141-5260 (CCO ACQUISITIONS AND MERGERS: Activities Prohibited Unless Certain Provisions Satisfied) and a statement as to the method by which the acquiring party determined the fairness of the proposal.
(f) The amount of each class of any security of a type described in OAR 410-141-5260 (CCO ACQUISITIONS AND MERGERS: Activities Prohibited Unless Certain Provisions Satisfied) that each acquiring party owns beneficially or concerning which each acquiring party has a right to acquire beneficial ownership.
(g) A full description of any contracts, agreements or understandings with respect to any security of a type described in OAR 410-141-5260 (CCO ACQUISITIONS AND MERGERS: Activities Prohibited Unless Certain Provisions Satisfied) in which any acquiring party is involved, including but not limited to contracts, agreements or understandings that govern a transfer of any of the securities or that relate to joint ventures, loan or option arrangements, puts or calls, loan guarantees, guarantees against loss or guarantees of profits, division of losses or profits, or giving or withholding proxies. The description must identify the persons with which each acquiring party has entered into the contract, agreement or understanding.
(h) The names of persons who have purchased any securities of a type described in OAR 410-141-5260 (CCO ACQUISITIONS AND MERGERS: Activities Prohibited Unless Certain Provisions Satisfied) during the 12 months before the date on which the acquiring party files the statement under this section, together with the dates of purchase and the amount and type of consideration the persons paid or agreed to pay.
(i) A description of any recommendations to purchase any securities of a type described in OAR 410-141-5260 (CCO ACQUISITIONS AND MERGERS: Activities Prohibited Unless Certain Provisions Satisfied) that an acquiring party made during the 12 months before the date on which the acquiring party files the statement under this section, or of any recommendations that another person made as a result of interviewing an acquiring party or at an acquiring party’s suggestion.
(j) Copies of all tender offers, requests, exchange offers, invitations to tender or agreements to acquire securities of a type described in OAR 410-141-5260 (CCO ACQUISITIONS AND MERGERS: Activities Prohibited Unless Certain Provisions Satisfied), along with any additional material used to solicit the tender offers, requests, exchange offers, invitations to tender or agreements, if any additional material was distributed.
(k) The term of any contract, agreement or understanding for soliciting securities of a type described in OAR 410-141-5260 (CCO ACQUISITIONS AND MERGERS: Activities Prohibited Unless Certain Provisions Satisfied) for tender that is made with or proposed to be made with a broker-dealer, together with the fees, commissions or other compensation the broker-dealer will receive in connection with the solicitation.
(L) Business plans for the CCO after the proposed activity, including analyses of the following (with any relevant supporting documentation):
(A) How, after the proposed activity, the CCO will be able to:
(i) Innovate, coordinate care, provide value, and deliver high-quality services;
(ii) Demonstrate commitment to addressing health disparities and inequities;
(iii) Be strongly connected to the community served by the CCO, including the CCO’s community advisory council, community health improvement plan, and the Authority’s requirements to engage with the community;
(iv) Provide services cost effectively and within cost growth limits imposed by the Authority or the state;
(v) Support social determinants of health in the community served by the CCO, as required by its Contract with the Authority;
(vi) Perform its responsibilities under the CCO Contract and applicable law;
(vii) Comply with requirements in the CCO Contract and applicable law concerning its governing body; and
(viii) Satisfy the policy priorities adopted by the Oregon Health Policy Board.
(B) If the proposed activity may result in the termination of members from a CCO or the transition of members from one CCO to another CCO, how the acquiring entity and CCO will facilitate those terminations and transitions in compliance with 42 C.F.R. §§ 438.52, 438.56, 438.62 and the CCO’s contractual obligations to the Authority.
(C) Cost of, access to and quality of health care for Oregonians, including health care outside of the Medicaid program;
(D) Health equity in Oregon, including data on race, ethnicity, preferred spoken and written languages and disability status (collected in accordance with the practices and standards established in OAR chapter 943, Division 70) of patient populations impacted by the proposed activity;
(E) The financial stability of the CCO and the financial strategies that may influence the CCO; and
(F) The CCO’s medical loss ratio.
(m) An agreement to submit an enterprise risk report under OAR 410-141-5330 (CCO HOLDING COMPANY REGULATION: Annual Enterprise Risk Report) each year during which the acquiring party controls CCO and an acknowledgment that the acquiring party and all subsidiaries in the holding company system that are within the acquiring party’s control will provide, at the director’s request, information the director needs to evaluate enterprise risk to the CCO;
(n) Any additional information the Authority may require.
(6) All requests or invitations for tenders or advertisements that make a tender offer or request or invite tenders of securities for control of a CCO made by or on behalf of any acquiring party required to file Form A under this section must have the information specified in subsection (2) of this rule. Copies of the materials must be filed with the Authority at least 10 days before the time the materials are first published or sent or given to security holders. Any additional materials that solicit or request the tenders after the initial solicitation or request must have the information specified in subsection (2) of this rule. Copies of the additional materials must be filed with the Authority at least 10 days prior to the time the materials are first published or sent or given to security holders.
(7) If any acquiring party required to file Form A under this section is a partnership, limited partnership, syndicate or other group, the Authority may require that the information specified in subsection (2) of this rule be given with respect to each partner of the partnership or limited partnership, each member of the syndicate or group and each person that controls the partner or member. If any partner, member or person is a corporation or if the acquiring party is a corporation, the Authority may require that the information described in subsection (2) of this rule be given with respect to the corporation and each officer and Authority of the corporation and each person that is directly or indirectly the beneficial owner of more than 10 percent of the outstanding securities of the corporation.
(8) If any material change occurs in the facts set forth in the statement filed under this section, the party that filed the statement shall file with the Authority and send to the CCO, within two business days after the party learns of the change, an amendment that sets forth the change together with copies of all documents and other material relevant to the change.
(9) If an offer, request, invitation, agreement or acquisition described in OAR 410-141-5260 (CCO ACQUISITIONS AND MERGERS: Activities Prohibited Unless Certain Provisions Satisfied) is proposed to be made by means of a registration statement under the Securities Act of 1933, 15 U.S.C.A. §77a et seq., or in circumstances that require disclosing similar information under the Securities Exchange Act of 1934, 15 U.S.C.A. § 78a et seq., or under a state law that requires a similar registration or disclosure, the party or parties may use the registration statement or disclosure to provide the information the party or parties must provide in the statement required under subsection (1) of this section. Such a registration statement may be used to supply information required by a Form A, not to replace the Form A.

Source: Rule 410-141-5265 — CCO ACQUISITIONS AND MERGERS: Procedure For Acquiring Controlling Interest, https://secure.­sos.­state.­or.­us/oard/view.­action?ruleNumber=410-141-5265.

410‑141‑3500
Definitions 410‑141‑3501
Administration of Oregon Integrated and Coordinated Health Care Delivery System Regulation 410‑141‑3505
Use of Subcontractors 410‑141‑3510
Provider Contracting and Credentialing 410‑141‑3515
Network Adequacy 410‑141‑3520
Record Keeping and Use of Health Information Technology 410‑141‑3525
Outcome and Quality Measures 410‑141‑3530
Sanctions 410‑141‑3540
Member Protections 410‑141‑3545
Coordinated Care Organization Behavioral Health Provider, Treatment and Facility Certification and Licensure 410‑141‑3550
Resolving Disputes between MCEs and the Authority 410‑141‑3555
Resolving Disputes between Health Care Entities and CCOs that Concern CCO Contact Award 410‑141‑3560
Resolving Contract Disputes Between Health Care Entities and CCOs 410‑141‑3565
Managed Care Entity Billing 410‑141‑3566
Telehealth Service and Reimbursement Requirements 410‑141‑3570
Managed Care Entity Encounter Claims Data Reporting 410‑141‑3575
MCE Member Relations: Marketing 410‑141‑3580
MCE Member Relations: Potential Member Information 410‑141‑3585
MCE Member Relations: Education and Information 410‑141‑3590
MCE Member Relations: Member Rights and Responsibilities 410‑141‑3600
MCE Assessment: Definitions 410‑141‑3601
MCE Assessment: General Administration 410‑141‑3605
MCE Assessment: Disclosure of Information 410‑141‑3610
MCE Assessment: Calculation, Report, Due Date, Verification 410‑141‑3615
MCE Assessment: Filing an Amended Report 410‑141‑3620
MCE Assessment: Determining the Date Filed 410‑141‑3625
MCE Assessment: Authority to Audit Records 410‑141‑3630
MCE Assessment: Determining Assessment Liability on Failure to File 410‑141‑3635
MCE Assessment: Financial Penalty for Failure to File a Report or Failure to Pay Assessment When Due 410‑141‑3640
MCE Assessment: Notice of Proposed Action 410‑141‑3645
MCE Assessment: Hearing Process 410‑141‑3650
MCE Assessment: Final Order of Payment 410‑141‑3655
Assessment: Remedies Available after Final Order of Payment 410‑141‑3700
CCO Application and Contracting Procedures 410‑141‑3705
Criteria for CCOs 410‑141‑3710
Contract Termination and Close-Out Requirements 410‑141‑3715
CCO Governance 410‑141‑3720
Service Area Change for Existing CCOs 410‑141‑3725
CCO Contract Renewal Notification 410‑141‑3730
Community Health Assessment and Community Health Improvement Plans 410‑141‑3735
Social Determinants of Health and Equity 410‑141‑3740
Traditional Health Workers 410‑141‑3800
CCO Enrollment for Children Receiving Health Services 410‑141‑3805
Mandatory MCE Enrollment Exceptions 410‑141‑3810
Disenrollment from MCEs 410‑141‑3815
CCO Enrollment for Temporary Out-of-Area Behavioral Health Treatment Services 410‑141‑3820
Covered Services 410‑141‑3825
Excluded Services and Limitations 410‑141‑3830
Prioritized List of Health Services 410‑141‑3835
MCE Service Authorization 410‑141‑3840
Emergency and Urgent Care Services 410‑141‑3845
Health-Related Services 410‑141‑3850
Transition of Care 410‑141‑3855
Pharmaceutical Services 410‑141‑3860
Integration and Coordination of Care 410‑141‑3865
Care Coordination Requirements 410‑141‑3870
Intensive Care Coordination 410‑141‑3875
MCE Grievances & Appeals: Definitions and General Requirements 410‑141‑3880
Grievances & Appeals: Grievance Process Requirements 410‑141‑3885
Grievances & Appeals: Notice of Action/Adverse Benefit Determination 410‑141‑3890
Grievances & Appeals: Appeal Process 410‑141‑3895
Grievances & Appeals: Expedited Appeal 410‑141‑3900
Grievances & Appeals: Contested Case Hearings 410‑141‑3905
Grievances & Appeals: Expedited Contested Case Hearings 410‑141‑3910
Grievances & Appeals: Continuation of Benefits 410‑141‑3915
Grievances & Appeals: System Recordkeeping 410‑141‑3920
Transportation: NEMT General Requirements 410‑141‑3925
Transportation: Vehicle Equipment and Driver Standards 410‑141‑3930
Transportation: Out-of-Service Area and Out-of-State Transportation 410‑141‑3935
Transportation: Attendants for Child and Special Needs Transports 410‑141‑3940
Transportation: Secured Transports 410‑141‑3945
Transportation: Ground and Air Ambulance Transports 410‑141‑3955
Transportation: Member Service Modifications and Rights 410‑141‑3960
Transportation: Member Reimbursed Mileage, Meals, and Lodging 410‑141‑3965
Reports and Documentation 410‑141‑5000
FINANCIAL SOLVENCY REGULATION: Definitions 410‑141‑5005
FINANCIAL SOLVENCY REGULATION: CCO Financial Solvency Requirements 410‑141‑5010
FINANCIAL SOLVENCY REGULATION: Procedure for General Financial Reporting and for Determining Financial Solvency Matters 410‑141‑5015
FINANCIAL SOLVENCY REGULATION: Financial Statement Reporting 410‑141‑5020
FINANCIAL SOLVENCY REGULATION: Annual Audited Financial Statements and Auditor’s Report 410‑141‑5025
FINANCIAL SOLVENCY REGULATION: Qualifications of Independent Certified Public Accountant 410‑141‑5030
FINANCIAL SOLVENCY REGULATION: Notification of Adverse Financial Condition 410‑141‑5035
FINANCIAL SOLVENCY REGULATION: Accountant’s Letter of Qualifications 410‑141‑5040
FINANCIAL SOLVENCY REGULATION: Independent Certified Public Accountants Workpapers 410‑141‑5045
FINANCIAL SOLVENCY REGULATION: Corporate Governance Annual Disclosure Filing 410‑141‑5050
FINANCIAL SOLVENCY REGULATION: Requirements for Reinsurance 410‑141‑5055
FINANCIAL SOLVENCY REGULATION: Requirements for Obtaining Credit for Reinsurance 410‑141‑5060
FINANCIAL SOLVENCY REGULATION: Qualified Trust Agreements 410‑141‑5065
FINANCIAL SOLVENCY REGULATION: Letters of Credit 410‑141‑5070
FINANCIAL SOLVENCY REGULATION: Assets, Liabilities, Reserves 410‑141‑5075
FINANCIAL SOLVENCY REGULATION: Disallowance of Certain Reinsurance Transactions 410‑141‑5080
FINANCIAL SOLVENCY REGULATION: Transparency 410‑141‑5085
ASSET VALUATION AND PERMITTED INVESTMENTS: Definitions 410‑141‑5090
ASSET VALUATION AND PERMITTED INVESTMENTS: Calculation of Value 410‑141‑5095
ASSET VALUATION AND PERMITTED INVESTMENTS: Assets Other Than Securities 410‑141‑5100
ASSET VALUATION AND PERMITTED INVESTMENTS: Investments Used to Provide Compensating Balances 410‑141‑5105
ASSET VALUATION AND PERMITTED INVESTMENTS: Investment of Required Capitalization 410‑141‑5110
ASSET VALUATION AND PERMITTED INVESTMENTS: Investment in Mortgage Loans 410‑141‑5115
ASSET VALUATION AND PERMITTED INVESTMENTS: Investment in Real Property 410‑141‑5120
ASSET VALUATION AND PERMITTED INVESTMENTS: Investment in Corporate Stocks 410‑141‑5125
ASSET VALUATION AND PERMITTED INVESTMENTS: Loans 410‑141‑5130
ASSET VALUATION AND PERMITTED INVESTMENTS: Investments 410‑141‑5135
ASSET VALUATION AND PERMITTED INVESTMENTS: Personal Property 410‑141‑5140
ASSET VALUATION AND PERMITTED INVESTMENTS: “Prudent Investor” Standard 410‑141‑5145
ASSET VALUATION AND PERMITTED INVESTMENTS: Prohibited Conduct by Directors, Trustees, Officers, Agents or Employees 410‑141‑5150
ASSET VALUATION AND PERMITTED INVESTMENTS: Investment of Funds in Obligations That Are Not Investment Quality 410‑141‑5155
ASSET VALUATION AND PERMITTED INVESTMENTS: Approval by Board 410‑141‑5160
ASSET VALUATION AND PERMITTED INVESTMENTS: Record of Investments 410‑141‑5165
ASSET VALUATION AND PERMITTED INVESTMENTS: Prohibited Investments 410‑141‑5170
CAPITALIZATION: Capital and Surplus 410‑141‑5175
CAPITALIZATION: Impaired Capital and Surplus 410‑141‑5180
CAPITALIZATION: Dividend and Distribution Restrictions 410‑141‑5185
CAPITALIZATION: Restricted Reserve Account 410‑141‑5190
CAPITALIZATION: Surplus Notes 410‑141‑5195
CAPITALIZATION: Risk-based Capital (RBC) Definitions 410‑141‑5200
CAPITALIZATION: RBC Reports 410‑141‑5205
CAPITALIZATION: Company Action Level Event 410‑141‑5210
CAPITALIZATION: Regulatory Action Level Event 410‑141‑5215
CAPITALIZATION: Authorized Control Level Event 410‑141‑5220
CAPITALIZATION: Mandatory Control Level Event 410‑141‑5225
REPORTING AND APPROVAL OF CERTAIN TRANSACTIONS: Extraordinary Dividends and Other Distributions 410‑141‑5230
REPORTING AND APPROVAL OF CERTAIN TRANSACTIONS: Reports of Material Acquisitions And Dispositions Of Assets, and Changes to Ceded Reinsurance Agreements 410‑141‑5235
REPORTING AND APPROVAL OF CERTAIN TRANSACTIONS: Reports of Material Materiality and Reporting Standards for Asset Acquisitions and Dispositions 410‑141‑5240
REPORTING AND APPROVAL OF CERTAIN TRANSACTIONS: Materiality and Reporting Standards for Changes in Ceded Reinsurance Agreements 410‑141‑5245
EXAMINATIONS: CCO Production of Books and Records 410‑141‑5250
EXAMINATIONS: Authority Examinations of CCOs 410‑141‑5255
CCO ACQUISITIONS AND MERGERS: Purpose 410‑141‑5260
CCO ACQUISITIONS AND MERGERS: Activities Prohibited Unless Certain Provisions Satisfied 410‑141‑5265
CCO ACQUISITIONS AND MERGERS: Procedure For Acquiring Controlling Interest 410‑141‑5270
CCO ACQUISITIONS AND MERGERS: Information to Be Included in Form A 410‑141‑5275
CCO ACQUISITIONS AND MERGERS: Hearing, Request, Notice 410‑141‑5280
CCO ACQUISITIONS AND MERGERS: Determination Concerning Proposed Activity, Time For Decision, Grounds For Refusal 410‑141‑5285
CCO HOLDING COMPANY REGULATION: Definitions 410‑141‑5290
CCO HOLDING COMPANY REGULATION: Members of Holding Company Systems 410‑141‑5295
CCO HOLDING COMPANY REGULATION: Form and Contents of Registration Statement 410‑141‑5300
CCO HOLDING COMPANY REGULATION: Registration Statement Filing 410‑141‑5305
CCO HOLDING COMPANY REGULATION: Information Required to Be Disclosed 410‑141‑5310
CCO HOLDING COMPANY REGULATION: Presumption of Control 410‑141‑5315
CCO HOLDING COMPANY REGULATION: Disclaimer of Affiliation 410‑141‑5320
CCO HOLDING COMPANY REGULATION: Transactions Within Holding Company 410‑141‑5325
CCO HOLDING COMPANY REGULATION: Director and Officer Liability 410‑141‑5330
CCO HOLDING COMPANY REGULATION: Annual Enterprise Risk Report 410‑141‑5335
CCO HOLDING COMPANY REGULATION: Disclaimers and Termination of Registration 410‑141‑5340
CCO HOLDING COMPANY REGULATION: Forms 410‑141‑5345
CCO HOLDING COMPANY REGULATION: Forms 410‑141‑5350
CCO HOLDING COMPANY REGULATION: Forms 410‑141‑5355
CCO HOLDING COMPANY REGULATION: Forms 410‑141‑5360
CCO INSOLVENCY AND DISSOLUTION: Access to Funds and Transition of Members and Records 410‑141‑5365
CCO INSOLVENCY AND DISSOLUTION: Hazardous Operations 410‑141‑5370
CCO INSOLVENCY AND DISSOLUTION: Recovery From Parent Corporation Or Holding Company In The Event Of Liquidation Or Rehabilitation 410‑141‑5375
CCO INSOLVENCY AND DISSOLUTION: Voluntary Dissolution 410‑141‑5380
CIVIL PENALTIES
Last Updated

Jun. 8, 2021

Rule 410-141-5265’s source at or​.us