AB50,1138,20 4. The transaction will otherwise reduce competition, including effects of vertical or cross-market transactions among different product or geographic markets.

AB50,1138,22 5. Either party to the material change transaction possesses market power prior to the transaction.

AB50,1139,2 6. The department, at its sole discretion, determines that the material change transaction is likely to have a material impact on the cost of, quality of, equity of, or access to health care services in any region in the state.

AB50,1139,7 (c) No later than 90 days after determining a material change transaction is subject to a comprehensive review, the department shall conduct the review and shall conduct one or more public hearings or public meetings, one of which shall be in the county in which the health care entity is located, to hear comments from interested parties.

AB50,1139,16 (d) Not more than 90 days after determining that the material change transaction is subject to a comprehensive review under this subsection, the department shall produce a cost and market impact review report containing the findings and conclusions of the cost and market impact review, provided that the health care entity has complied with the requests for information or documents pursuant to this subsection within 21 days of the request or by a later date set by mutual agreement of the health care entity and the department. The cost and market impact review report shall be posted publicly and may not disclose confidential information.

AB50,1139,19 (e) The cost and market impact review may examine factors relating to the proposed material change transaction, transacting parties, and their relative market position, including any of the following:

AB50,1139,21 1. The market share of each transacting party and the likely effects of the material change transaction on competition.

AB50,1139,24 2. Any previous material change transaction involving any transacting party, including acquisitions or mergers of similar health care providers, whether or not in the same state.

AB50,1140,3 3. The prices charged by each transacting party for services, including their relative prices compared to others’ prices for the same services in the same geographic area.

AB50,1140,5 4. The quality of the services provided by any health care provider party to the material change transaction, including patient experience.

AB50,1140,7 5. The cost and cost trends of any health care entity party in comparison to total health care expenditures statewide.

AB50,1140,10 6. The availability and accessibility of services similar to those provided, or proposed to be provided, through any health care provider or provider organization party within its primary service areas and dispersed service areas.

AB50,1140,13 7. The impact of the material change transaction on competing options for the delivery of health care services within the primary service areas and dispersed service areas of the transacting parties.

AB50,1140,15 8. The role of the transacting parties in serving at-risk, underserved, and government-payer patient populations.

AB50,1140,17 9. The role of the transacting parties in providing low-margin or negative- margin services within its primary service areas and dispersed service areas.

AB50,1140,20 10. Consumer concerns, including complaints or other allegations that any provider or provider organization party has engaged in any unfair method of competition or any unfair or deceptive act or practice.

AB50,1140,24 11. The parties’ compliance with prior conditions and legal requirements related to competitive conduct, including compliance with s. 150.994, reporting requirements regarding health care entity ownership and control under s. 150.996, or restrictions on anticompetitive contracting provisions.

AB50,1141,3 12. The impact of the material change transaction on the clinical workforce, including wages, staffing levels, supply, patient access, and continuity of patient- care relationships.

AB50,1141,6 13. The impact of a real estate sale or lease agreement on the financial condition of any health care entity party and its ability to maintain patient care operations.

AB50,1141,11 14. In the case of a proposed closure or discontinuance of a health care facility or any essential health services, the impact of the closure on health care access, outcomes, costs, and equity for those in the health care facility’s service area and the health care facility’s plan for ensuring equitable access, quality, affordability, and availability of essential health services within the service area.

AB50,1141,13 15. Any other factors that the department determines, by rules promulgated by the department, to be in the public interest.

AB50,1141,19 (f) The department may request additional information or documents from the transacting parties necessary to conduct a cost and market impact review. Failure to respond or insufficient responses to requests for information by transacting parties may result in the extension of the deadline for the department to complete the cost and market impact review, the imposition of conditions for approval, or the disapproval of the material change transaction.

AB50,1142,5 (g) The department shall keep confidential all nonpublic information and documents obtained under this subsection and may not disclose the confidential information or documents to any person without the consent of the party that produced the confidential information or documents, except that the department may disclose any information to an expert or consultant under contract with the department to review the proposed transaction, provided that the expert or consultant is bound by the same confidentiality requirements as the department. The confidential information and documents and work product of the department may not be treated as public records and shall be exempt from inspection or copying under s. 19.35.

AB50,1142,6 (h) The department may, in its sole discretion:

AB50,1142,9 1. Contract with, consult, and receive advice from any state agency on those terms and conditions that the department determines are appropriate with regard to reviewing a proposed material change transaction.

AB50,1142,11 2. Contract with experts or consultants to assist in reviewing a proposed material change transaction.

AB50,1142,16 (i) The department shall be entitled to charge costs to or receive reimbursement from the transacting parties for all actual, reasonable, direct costs incurred in reviewing, evaluating, and making the determination referred to in this subsection, including administrative costs and costs of contracted experts or consultants in par. (h).

AB50,1142,21 (4) Approval authority. (a) The department may at its discretion approve, conditionally approve, or disapprove of any material change transaction for which the department receives notice under sub. (1). Any conditions imposed under this subsection shall specify a time period for compliance, an expiration date, or that the condition applies indefinitely.

AB50,1143,2 (b) The department shall inform the health care entity of the determination within 30 days of notice under sub. (2), or in the case of comprehensive review, within 60 days of the completion of the cost and market impact review. No proposed material change transaction may be completed before the department has informed the health care entity of the determination.