wa-law.org > bill > 2025-26 > HB 2548 > Substitute Bill
The definitions in this section apply throughout this chapter unless the context clearly requires otherwise.
"Acquisition" means an agreement, arrangement, or activity the consummation of which results in a person acquiring directly or indirectly the control of another person, and includes the acquisition of voting securities and noncorporate interests, such as assets, capital stock, membership interests, or equity interests.
"Affiliated with" means a person that directly, or indirectly through one or more intermediaries, controls or has ownership of, is controlled or owned by, or is under common control or ownership of a person.
"Carrier" means the same as in RCW 48.43.005.
"Contracting affiliation" means the formation of a relationship between two or more entities that permits the entities to negotiate jointly with carriers or third-party administrators over rates for professional health care services, or for one entity to negotiate on behalf of the other entity with carriers or third-party administrators over rates for professional health care services. "Contracting affiliation" does not include arrangements among entities under common ownership.
"Control" or "controlling interest" of a person means the direct or indirect:
Ownership of, or power to vote on, at least 25 percent of a class of voting securities or voting interests;
Ownership of at least 25 percent of capital, profits, or beneficial interests;
Power to elect at least 25 percent of executive officers, managers, directors, trustees, or other persons exercising managerial authority; or
Power to exercise a controlling influence over at least 25 percent of management or policies.
"Domestic for-profit corporation" has the same meaning as in RCW 24.03A.010.
"Domestic unincorporated entity" has the same meaning as in RCW 24.03A.010.
"Entity" has the same meaning as in RCW 24.03A.010.
"Foreign for-profit corporation" has the same meaning as in RCW 24.03A.010.
"Foreign nonprofit corporation" has the same meaning as in RCW 24.03A.010.
"Foreign unincorporated entity" has the same meaning as in RCW 24.03A.010.
"Health care services" means medical, surgical, chiropractic, hospital, optometric, podiatric, pharmaceutical, ambulance, mental health, substance use disorder, therapeutic, preventative, diagnostic, curative, rehabilitative, palliative, custodial, and any other services relating to the prevention, cure, or treatment of illness, injury, or disease.
"Health care services revenue" means the total revenue received for health care services in the previous twelve months.
"Health maintenance organization" means an organization receiving a certificate of registration pursuant to chapter 48.46 RCW which provides comprehensive health care services to enrolled participants of such organization on a group practice per capita prepayment basis or on a prepaid individual practice plan, except for an enrolled participant's responsibility for copayments and deductibles, either directly or through contractual or other arrangements with other institutions, entities, or persons, and which qualifies as a health maintenance organization pursuant to RCW 48.46.030 and 48.46.040.
"Hospital" means a facility licensed under chapter 70.41 or 71.12 RCW.
"Hospital system" means:
A parent corporation of one or more hospitals and any entity affiliated with such parent corporation through ownership or control; or
A hospital and any entity affiliated with such hospital through ownership.
"Merger" means a consolidation of two or more organizations, including two or more organizations joining through a common parent organization or two or more organizations forming a new organization, but does not include a corporate reorganization.
"Nonprofit corporation" has the same meaning as in RCW 24.03A.010.
"Person" means, where applicable, natural persons, corporations, trusts, and partnerships.
"Provider" means a natural person who practices a profession identified in RCW 18.130.040.
"Provider organization" means a corporation, partnership, business trust, association, or organized group of persons, whether incorporated or not, which is in the business of health care services delivery or management and that represents seven or more health care providers in contracting with carriers or third-party administrators for the payments of health care services. A "provider organization" includes, but is not limited to, physician organizations, physician-hospital organizations, independent practice associations, provider networks, and accountable care organizations.
"Third-party administrator" means an entity that administers payments for health care services on behalf of a client in exchange for an administrative fee.
Not less than sixty days prior to the effective date of any transaction that results in a material change, the parties to the transaction shall submit written notice to the attorney general of such material change.
For the purposes of this section, a material change includes :
A merger, acquisition, or contracting affiliation between two or more entities of the following types:
Hospitals;
Hospital systems; or
Provider organizations;
Transactions involving any entity or person that results in a change of ownership or control of a hospital, hospital system, or provider organization including, but not limited to, a merger, acquisition, or contracting affiliation;
Significant acquisitions, sales, or transfers of hospital, hospital system, or provider organization assets including, but not limited to, real property sale and leaseback transactions; or
A conversion of a hospital, hospital system, or provider organization from a nonprofit corporation or a foreign nonprofit corporation to:
A domestic or foreign for-profit corporation; or
A domestic or foreign unincorporated entity.
A material change includes proposed changes identified in subsection (2)(a) of this section between a Washington entity and an out-of-state entity where the out-of-state entity generates ten million dollars or more in health care services revenue from patients residing in Washington state, and the entities are of the types identified in subsection (2)(a) of this section. Any party to a material change that is licensed or operating in Washington state shall submit a notice as required under this section.
For purposes of subsection (2)(a) of this section, a merger, acquisition, or contracting affiliation between two or more hospitals, hospital systems, or provider organizations only qualifies as a material change if the hospitals, hospital systems, or provider organizations did not previously have common ownership or a contracting affiliation.
For purposes of this section, a notice shall not be considered filed until payment of the filing fee required by section 3 of this act.
The attorney general shall assess and collect filing fees that must be paid by parties required to file a written notice under RCW 19.390.030.
The filing fee must be assessed on the basis of the anticipated value of the transaction in Washington, under the following schedule:
For transactions up to $1,000,000, a fee of $2,500;
For transactions over $1,000,000 and up to $4,000,000, a fee of $7,500;
For transactions over $4,000,000 and up to $10,000,000, a fee of $15,000;
For transactions over $10,000,000 and up to $20,000,000, a fee of $20,000; and
For transactions over $20,000,000, a fee of $25,000.
For contracting affiliations involving no transfer of assets, the filing fee is $2,500.
The attorney general may index the filing fee amounts provided in this section through rule making, in accordance with the United States bureau of labor statistics consumer price index for medical care.
All receipts from filing fees collected under this section must be deposited in the antitrust revolving fund created in RCW 43.10.215.
The written notice provided by the parties, as required by RCW 19.390.030, must include:
The names of the parties and their current business addresses;
The name of any person or entity with an ownership, investment, or controlling interest of at least 25 percent of any party;
Identification of all locations where health care services are currently provided by each party;
A brief description of the nature and purpose of the proposed material change; and
The anticipated effective date of the proposed material change.
Whenever a transaction that results in a material change is completed, whether consummated, enjoined, or abandoned, within 30 days, the parties to the transaction shall submit written notice to the attorney general that the transaction has been completed.
Nothing in this section prohibits the parties to a material change from voluntarily providing additional information to the attorney general.
The attorney general shall make any requests for additional information from the parties under RCW 19.86.110 within thirty days of the date notice is received under RCW 19.390.030 and 19.390.040.
If the attorney general requests additional information pursuant to subsection (1) of this section, the transaction between the parties subject to the request may not proceed until 30 days after the parties have substantially complied with the request. Any subsequent request for additional information from the attorney general shall not further delay the transaction.
Nothing in this section precludes the attorney general from conducting an investigation or enforcing state or federal antitrust laws at a later date.
Information submitted to the attorney general pursuant to this chapter shall be maintained and used by the attorney general in the same manner and under the same protections as provided in RCW 19.86.110, except as otherwise specified in subsection (2) of this section. The information, including documentary material, answers to written interrogatories, or transcripts of oral testimony produced pursuant to a demand or copies, must not, unless otherwise ordered by a superior court for good cause shown, be produced for inspection or copying pursuant to chapter 42.56 RCW by the person who produced the material, answered written interrogatories or gave oral testimony. Nothing in this chapter limits the attorney general's authority under RCW 19.86.110 or 19.86.115. Nothing in this chapter expands the attorney general's authority under chapter 19.86 RCW, federal or state antitrust law, or any other law. Failure to comply with this chapter does not provide a private cause of action.
The attorney general shall make public on its website a quarterly notice of pending and completed transactions that lists the information submitted by parties pursuant to RCW 19.390.040.
The attorney general shall provide notice to the secretary of state when any entity involved in a transaction involving a material change under RCW 19.390.030(2) (a), (b), or (d) is a nonprofit corporation.
If any provision of this act or its application to any person or circumstance is held invalid, the remainder of the act or the application of the provision to other persons or circumstances is not affected.