(1) Health care facilities and physicians seeking a certificate of public advantage
must apply to the department in writing and must include the following
information in the application:
(a) a descriptive title;
(b) a table of contents;
(c) the names of each party to the
application and the address of the principal business office of each party;
(d) the name, address, and telephone number
of the persons authorized to receive notices and communications with respect to
the application;
(e) a verified statement signed by a
responsible officer of each party to the application or, if one or more of the
applicants is an individual, signed by the individual applicant, attesting to
the accuracy and completeness of the enclosed information;
(f) information relating
to the proposed cooperative agreement, merger, or consolidation, including, if
applicable:
(i) a
description of the proposed agreement or transaction, including a list of any
services or products that are the subject of the proposed agreement or
transaction;
(ii) a description of any consideration
passing to any person under the agreement or transaction, including the amount,
nature, source, and recipient;
(iii) a description of each party's
contribution of capital, equipment, labor, services, or other value to the
transaction, if any;
(iv) a description and summary of the
financial performance of each party to the transaction for the preceding five
years;
(v) identification of any other services or
products that are reasonably likely to be affected by the proposed agreement or
transaction;
(vi) a description of the geographic
territory involved in the proposed agreement or transaction;
(vii) if the geographic territory described
in item (vi) is different from the territory in which the applicants have
engaged in the type of business at issue over the last five years, a
description of how and why the geographic territory differs;
(viii) identification of all
products or services that a substantial share of consumers would consider
substitutes for any service or product that is the subject of the proposed
agreement or transaction;
(ix) identification of whether
any services or products of the proposed agreement or transaction are currently
being offered, capable of being offered, utilized, or capable of being utilized
by other providers or purchasers in the geographic territory described in item
(vi) ;
(x) identification of the steps
necessary, under current market and regulatory conditions, for other parties to
enter the territory described in item (vi) and compete with the applicants;
(xi) a description of the
previous history of dealings between the parties to the application, including,
but not limited to, their relationship as competitors and any prior joint
ventures or other collaborative arrangements between the parties or their
principals;
(xii) a detailed explanation of
the projected effects, including expected volume, change in price, and
increased revenue, of the agreement or transaction on each party's current
businesses, both generally as well as the aspects of the business directly
involved in the proposed agreement or transaction;
(xiii) the parties' estimate of
their respective present market shares and that of others affected by the
proposed agreement or transaction, and projected market shares after
implementation of the proposed agreement or transaction;
(xiv) identification of
business plans, reports, studies, or other documents that discuss each party's
projected performance in the market, business strategies, competitive analyses
and financial projections, including any documents prepared in anticipation of
the cooperative agreement, merger or consolidation, as well as those prepared
prior to contemplation of the transaction;
(xv) a description of the
parties' performance goals, including quantitative standards for achieving the
objectives of:
(A) lower health care costs; or
(B) higher quality health care or greater
access to health care in Montana without any undue increase in health care
costs;
(xvi) a description of how the anticipated
efficiencies, cost savings and other benefits from the transaction will be
passed on to the consumers of health care services;
(xvii) a
description of the net efficiencies likely to result from the transaction,
including an analysis of anticipated cost savings resulting from the
transaction and the increased costs associated with the transaction;
(xviii) a statement of whether competition among health care providers or health care
facilities will be reduced as a result of the proposed agreement or
transaction; whether there will be adverse impact on quality, availability, or
cost of health care; whether the projected levels of cost, access to health
care, or quality of health care could be achieved in the existing market
without the proposed agreement or transaction; and, for each of the above, an
explanation of why or why not;
(xix) a
description of why the anticipated cost savings, efficiencies and other
benefits from the transaction are not likely to result from existing
competitive forces in the market; and
(xx) if information is
not supplied under any of the above items, an explanation of why the item is
not applicable to the transaction or to the parties.
(g) A copy of any
proposed cooperative agreement or other merger or consolidation document must
be attached to the application.
(h) A copy of any
documents, reports, studies, data compilations and other materials supporting
the applicants' response to the requirements of this subsection must be
attached to the application.
(2) The department may waive any of the requirements
in (1) that it finds, due to the nature of a particular cooperative agreement
or transaction, are inapplicable to its analysis of the agreement or
transaction.
(3) If the application
involves an agreement with a health maintenance organization, the applicant
must submit proof that the requirements of Title 33, chapter 31, MCA, have been
met.
(4) The application and
accompanying documents are public documents, except for any trade secrets, as
defined by 30-14-402(4) , MCA, or information otherwise required by
law to be kept confidential. Information in the application may be kept
confidential if it is determined by the department to be proprietary or
protected by personal privacy interests. If the applicants believe the
application contains any information which must be kept confidential, such
information must be clearly identified and duplicate applications must be
submitted, one application with full information for the department's use and
one redacted application available for release to the public. A written
statement must accompany the application, explaining the legal basis for
protection of any information as confidential.
(5) The time for action by the
department as prescribed in 50-4-603(3) , MCA, does not begin to run
until the application is determined by the department to be complete. The
department shall act promptly to determine completeness of the application and
may request any additional documents or information from the applicants
necessary to make the application complete.
(6) Once the application is
complete, the department shall cause notice of the application to be published
in the notice section of the Montana Administrative Register and sent to any
person who has requested to be placed on a list to receive notice of
applications. All costs associated with publication of notice shall be borne by
the applicants. A person may be placed on a list to receive notice by sending
his or her name and address to: Attorney General's Office, 215 North Sanders,
P.O. Box 201401, Helena, Montana, 59620-1401.
(7) Written comments with
respect to the application will be accepted by the department within 30 days
after the notice is published. Persons submitting comments must provide a copy
of the comments to the applicants. The applicants may respond in writing to the
comments within 20 days after the deadline for submitting comments. The
applicants must send a copy of their response to the person submitting the
comment.