§ 27-66-8. Review process and review criteria by department of business regulation for conversions.
(a) The department shall review all proposed conversions involving a health insurance
corporation, health maintenance organization, nonprofit hospital service corporation,
or a nonprofit medical service corporation.
(b) In reviewing proposed conversions in accordance with subsection (a) of this section,
the department shall adhere to the following process:
(1) Within ten (10) working days after receipt of two (2) copies of an initial application
pursuant to § 27-66-6, the department shall publish notice of the application in a newspaper of general
circulation in the state and shall notify by United States mail any person who has
requested notice of the filing of the application. The notice shall state: (i) That
an initial application has been received; (ii) The names of the transacting parties;
(iii) The date by which a person may submit written comments to the department; and
(iv) Shall provide notice of the date, time, and place of a public hearing;
(2) Within thirty (30) days after receipt of an initial application, the department shall
advise the applicant in writing whether the application is complete, and, if not,
shall specify what additional information is required;
(3) The department shall, upon receipt of information requested in subsection (b)(2) of
this section, notify the applicant in writing of the date of completion of the application;
(4) The department shall approve, approve with conditions directly related to the proposed
conversion, or disapprove the application within ninety (90) days of the date of completion
of the application.
(c) In reviewing an application for a conversion involving health insurance corporations,
health maintenance organizations, nonprofit hospital service corporations, or nonprofit
medical service corporations the department shall consider the following criteria:
(1) Whether the proposed conversion provides reasonable assurance that the entity surviving
after the conversion will be financially viable and competently managed;
(2) Whether the character, commitment, competence, and standing in the community, or any
other communities served by the proposed transacting parties, are satisfactory;
(3) Whether the transacting parties have made a commitment to assure the continuation
of collective bargaining rights, if applicable, and retention of the workforce;
(4) Whether the transacting parties have appropriately accounted for employment needs
at the facility and addressed workforce retraining needed as a consequence of any
proposed restructuring;
(5) Whether the acquiror has demonstrated that it has satisfactorily met the terms and
conditions of approval for any previous conversion pursuant to an application submitted
under § 27-66-5;
(6) Whether the acquiree established appropriate criteria in deciding to pursue a conversion
in relation to carrying out its mission and purposes;
(7) Whether the acquiree formulated and issued appropriate requests for proposals in pursuing
a conversion;
(8) Whether the acquiree considered the proposed conversion as the only alternative or
as the best alternative in carrying out its mission and purposes;
(9) Whether the acquiree exercised due care in engaging consultants with the appropriate
level of independence, education, and experience in similar conversions;
(10) Whether the acquiree exercised due care in accepting assumptions and conclusions provided
by consultants engaged to assist in the proposed conversion;
(11) Whether the acquiree accepted fair consideration and value for any management contracts
made part of the proposed conversion;
(12) Whether the proposed conversion contemplates the appropriate and reasonable fair market
value;
(13) Whether the proposed conversion was based upon appropriate valuation methods including,
but not limited to, market approach, third-party report, or fairness opinion;
(14) Whether officers, directors, or senior management deliberately acted or failed to
act in a manner that impacted negatively on the value or purchase price;
(15) Whether the board exposed an inappropriate amount of assets by accepting in exchange
for the proposed conversion future or contingent value based upon success of the new
health insurance corporations, health maintenance organizations, nonprofit hospital
service corporations, and nonprofit medical service corporations;
(16) Whether the formula used in determining the value of the acquiree was appropriate
and reasonable which may include, but not be limited to, factors such as: the multiple
factor applied to the "EBITDA�: earnings before interest, taxes, depreciation, and
amortization; the time period of the evaluation; price/earnings multiples; the projected
efficiency differences between the acquiree and the new entity and the historic value
of any tax exemptions granted to the acquiree;
(17) Whether the transacting parties have made a commitment: (i) To honor existing contracts
with subscribers, businesses, and providers, and (ii) To satisfy outstanding liabilities
to providers through a formal account reconciliation process;
(18) Whether a right of first refusal to repurchase the assets has been retained;
(19) Whether a control premium is an appropriate component of the proposed conversion;
(20) Whether the value of assets factored in the conversion is based on past performance
or future potential performance;
(21) Whether the board exercised due care in assigning a value to the acquiree and its
charitable assets in proceeding to negotiate the proposed conversion;
(22) Any criteria delineated in § 27-35-2(d)(1) that the department deems applicable and appropriate;
(23) The detailed report submitted to the department of business regulation, by the department
of the attorney general;
(24) Any other criteria the department deems relevant to its investigation;
(25) Whether the transacting parties have made a commitment to assure access to care for
insured, underinsured, and uninsured members of the community; and
(26) Whether the proposed conversion negatively impacts on the quality and reliability
of health services.
(d) In considering the criteria in subsection (c), the department shall assign any weight
and importance that it deems necessary and appropriate under the circumstances to
carry out the purposes of this chapter.