§ 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, non-profit hospital service corporation or a non-profit 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 subdivision (2) of this subsection, 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, non-profit hospital service corporations, or non-profit 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) which the department deems applicable and appropriate.

(23) The detailed report submitted to the department of business regulation, by the department of the attorney general; and

(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;

(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.

History of Section. (P.L. 1999, ch. 215, § 1; P.L. 1999, ch. 376, § 1.)