State Healthcare Transaction Notification Laws

Indiana

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Notice of Health Care Entity Mergers: IC 25-1-8.5

Current Status: Effective starting July 1, 2024.

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Key Takeaways

Requires parties to provide notice to the Indiana Attorney General (“IN AG”) relating to certain mergers or acquisitions between an Indiana “health care entity” and another health care entity with total assets of at least ten million dollars ($10,000,000).
Under the statute, the parties must provide notice 90 days prior to closing.
The statute provides time for the IN AG to review transactions, but does not grant any additional powers to block or modify transactions beyond existing Indiana antitrust laws.

Applies to “health care entities,” which include:

Any organization or business that provides diagnostic, medical, surgical, dental treatment, or rehabilitative care;
Insurers (subject to limited exemptions);
Pharmacy benefit managers;
Health maintenance organizations;
Administrators; or
A private equity partnership, regardless of where the private equity partnership is located, seeking to enter into a merger or acquisition with an entity described in subdivisions (a) through (e).

Parties must provide notices of a broad array of transactions between health care entities, including those that involve:

Any agreement, arrangement, or activity the consummation of which results in a person acquiring directly or indirectly the control of another person; or
Any change of ownership, including: (1) the acquisition or transfer of assets; or (2) the purchase of stock effectuated by a merger agreement.

The parties must provide the IN AG with notice no later than 90 days prior to closing.

The IN AG is required to review the parties’ submission within 45 days from receiving the notice and may analyze in writing any antitrust concerns regarding the transaction, which must be provided to the parties.

The statute does not expressly contemplate any extensions beyond the 90 day notice period. However, the statute does provide that the IN AG may issue a civil investigate demand (“CID”) to the submitting parties for additional information.

The notice must include the following information from each health care entity:

Business address and federal tax number;
Name and contact information of a representative of the health care entity concerning the merger or acquisition;
Description of the health care entity;
Description of the merger or acquisition, including the anticipated timeline; and
A copy of any materials that have been submitted to a federal or state agency concerning the merger or acquisition (an HSR filing).

This informational piece, which may be considered advertising under the ethical rules of certain jurisdictions, is provided on the understanding that it does not constitute the rendering of legal advice or other professional advice by Goodwin or its lawyers. Prior results do not guarantee similar outcomes.