AN ACT RELATING TO HEALTH AND SAFETY -- THE HOSPITAL CONVERSIONS ACT (Hospital Conversions act amended to authorize AG and DOH to permit expedited review application for hospital insolvency proceedings. Sunsets in one year.)

S2339

2026 -- S 2339
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LC004678
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STATE OF RHODE ISLAND
IN GENERAL ASSEMBLY
JANUARY SESSION, A.D. 2026
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A N A C T
RELATING TO HEALTH AND SAFETY -- THE HOSPITAL CONVERSIONS ACT

Introduced By:
Senators Bissaillon, Famiglietti, Lawson, Ciccone, and Tikoian

Date Introduced:
January 29, 2026

Referred To:
Senate Judiciary
(Governor/Attorney General)
It is enacted by the General Assembly as follows:
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SECTION 1. Section 23-17.14-6 of the General Laws in Chapter 23-17.14 entitled "The
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Hospital Conversions Act" is hereby amended to read as follows:
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23-17.14-6. Initial application — Conversions involving for-profit corporations or
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not-for-profit corporations as acquirors or acquirees.
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(a) No person shall engage in a conversion with a for-profit corporation or a not-for-profit
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corporation as the acquiror or acquiree involving the establishment, maintenance, or operation of a
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hospital or a conversion subject to § 23-17.14-9 without prior approval of both the department of
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attorney general and the department of health. The review of the two (2) departments shall occur
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concurrently, and neither department shall delay its review or determination because the other
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department has not completed its review or issued its determination. The applicant may request that
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the review by the departments occur concurrently with the review of any relevant federal regulatory
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authority. The transacting parties shall file an initial application in accordance with subsection (b)
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of this section that shall, at minimum, include the following information with respect to each
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transacting party and to the proposed new hospital:
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(1) A detailed summary of the proposed conversion;
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(2) Names, addresses, and phone numbers of the transacting parties;
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(3) Name, address, phone number, occupation, and tenure of all officers, members of the
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board of directors, trustees, executives, and senior managers, including for each position, current
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persons and persons holding such position during the past two (2) years;

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(4) A list of all committees, subcommittees, task forces, or similar entities of the board of
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directors or trustees, including a short description of the purpose of each committee, subcommittee,
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task force, or similar entity and the name, address, phone number, occupation, and tenure of each
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member;
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(5) Agenda and minutes of all meetings of the board of directors or trustees and any of its
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committees, subcommittees, task forces related to the conversion, or similar entities excluding
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those focused on peer review and confidential medical matters, that occurred within the two-year
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(2) period prior to submission of the application, including, upon the request of the department or
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attorney general, any meeting packages;
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(6) Articles of incorporation and certificate of incorporation;
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(7) Bylaws and organizational charts;
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(8) Organizational structure for existing transacting parties and each partner, affiliate,
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parent, subsidiary, or related corporate entity in which the acquiror has a twenty percent (20%) or
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greater ownership interest;
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(9) Conflict of interest statements, policies, and procedures;
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(10) Names, addresses, and phone numbers of professional consultants engaged in
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connection with the proposed conversion;
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(11) Copies of audited income statements, balance sheets, other financial statements, and
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management letters for the past three (3) years and to the extent they have been made public, audited
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interim financial statements and income statements together with detailed description of the
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financing structure of the proposed conversion including equity contribution, debt restructuring,
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stock issuance, partnership interests, stock offerings, and the like;
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(12) A detailed description of real estate issues including title reports for land owned and
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lease agreements concerning the proposed conversion;
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(13) A detailed description as each relates to the proposed transaction for equipment leases,
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insurance, regulatory compliance, tax status, pending litigation or pending regulatory citations,
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pension plan descriptions and employee benefits, environmental reports, assessments, and
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organizational goals;
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(14) Copies of reports analyzing the proposed conversion during the past three (3) years
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including, but not limited to, reports by appraisers, accountants, investment bankers, actuaries, and
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other experts;
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(15) Copies of any opinions or memoranda addressing the state and federal tax
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consequences of the proposed conversion prepared for a transacting party by an attorney,
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accountant, or other expert;

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(16) A description of the manner in which the price was determined including which
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methods of valuation and what data were used, and the names and addresses of persons preparing
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the documents, and this information is deemed to be proprietary;
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(17) Patient statistics for the past three (3) years and patient projections for the next one
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year including patient visits, admissions, emergency room visits, clinical visits, and visits to each
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department of the hospital, admissions to nursing care, or visits by affiliated home healthcare
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entities;
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(18) The name and mailing address of all licensed facilities in which the for-profit
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corporation maintains an ownership interest or controlling interest or operating authority;
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(19) A list of pending or adjudicated citations, violations or charges against the facilities
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listed in subdivision (a)(18) brought by any governmental agency or accrediting agency within the
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past three (3) years and the status or disposition of each matter with regard to patient access and
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care and charitable asset matters;
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(20) A list of uncompensated care provided over the past three (3) years by each facility
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listed in subdivision (a)(18) and detail as to how that amount was calculated;
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(21) Copies of all documents related to:
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(i) Identification of all charitable assets;
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(ii) Accounting of all charitable assets for the past three (3) years; and
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(iii) Distribution of the charitable assets including, but not limited to, endowments,
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restricted, unrestricted, and specific purpose funds as each relates to the proposed transaction;
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(22) A description of charity care and uncompensated care provided by the existing
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hospital(s) for the previous three-year (3) period to the present including a dollar amount and a
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description of services provided to patients;
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(23) A description of bad debt incurred by the existing hospital for the previous three (3)
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years for which payment was anticipated but not received;
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(24) A description of the plan as to how the new hospital will provide community benefit
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and charity care during the first three (3) years of operation;
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(25) A description of how the new hospital will monitor and value charity care services
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and community benefit;
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(26) The names of persons currently holding a position as an officer, director, board
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member, or senior manager who will or will not maintain any position with the new hospital and
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whether any said person will receive any salary, severance stock offering, or any financial gain,
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current or deferred, as a result of or in relation to the proposed conversion;
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(27) Copies of capital and operating budgets or other financial projections for the new

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hospital during the first three (3) years of operation;
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(28) Copies of plans relative to staffing during the first three (3) years at the new hospital;
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(29) A list of all medical services, departments and clinical services, and administrative
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services that will be maintained at the new hospital, including staffing levels;
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(30) A description of criteria established by the board of directors of the transacting parties
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for pursuing a proposed conversion with one or more healthcare providers;
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(31) Copies of reports of any due diligence review performed by each transacting party in
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relation to the proposed conversion. These reports are to be held by the attorney general and
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department of health as confidential and not released to the public regardless of any determination
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made pursuant to § 23-17.14-32 and notwithstanding any other provision of the general laws;
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(32) A description of request for proposals issued by the transacting parties relating to
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pursuing a proposed conversion;
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(33) Copies of reports analyzing affiliations, mergers, or other similar transactions
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considered by any of the transacting parties during the past three (3) years, including, but not limited
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to, reports by appraisers, accountants, investment bankers, actuaries, and other experts;
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(34) A copy of proposed contracts or description of proposed contracts or arrangements
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with senior managers, board members, officers, or directors of the transacting parties for severance
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consulting services or covenants not to compete following completion of the proposed conversion;
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(35) A copy or description of all agreements or proposed agreements reflecting any current
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and/or future employment or compensated relationship between the acquiror (or any related entity)
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and any officer, director, board member, or senior manager of the acquiree (or any related entity);
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(36) A copy or description of all agreements executed or anticipated to be executed by any
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of the transacting parties in connection with the proposed conversion;
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(37) Copies of documents or description of any proposed plan for any entity to be created
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for charitable assets, including but not limited to, endowments, restricted, unrestricted, and specific
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purpose funds, the proposed articles of incorporation, bylaws, mission statement, program agenda,
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method of appointment of board members, qualifications of board members, duties of board
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members, and conflict of interest policies;
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(38) Description of all departments, clinical, social, or other services or medical services
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that will be eliminated or significantly reduced by transacting parties at either the new hospital(s)
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or the existing hospital(s);
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(39) Description of staffing levels for five (5) years of all categories of employees,
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including full-time, part-time, and contract employees currently working at or providing services
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to the existing hospital and description of any anticipated or proposed changes in current staffing

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levels, including any reduction in staffing, relocation of staffing, or additional staffing affecting the
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new hospital and the existing hospital;
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(40) Description of retirement plan(s) for all employees, full-time or part-time, including
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any supplemental executive retirement plans;
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(41) Copies of retirement plans’ accounting; management letters, and reports, including
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unfunded liabilities for retirement plans for the last five (5) years;
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(42) Copies of plans to fund unfunded liabilities for pension and any retirement plans;
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(43) Copies of any impact analysis for the affected communities both before conversion
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and after proposed conversion, including benefits to the community, economic impact, and staffing;
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(44) Copies of current conflict of interest forms from all incumbent or recently incumbent
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officers, directors, members of the boards of directors or trustees, and senior management and the
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medical directors of the transacting parties on a form acceptable to the department of attorney
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general;
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(45) If the acquiror is a for-profit corporation that has acquired a not-for-profit hospital
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under the provisions of this chapter, the application shall also include a complete statement of
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performance during the preceding one year with regard to the terms and conditions of approval of
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conversion and each projection, plan, or description submitted as part of the application for any
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conversion completed under an application submitted pursuant to this section and made a part of
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an approval for the conversion pursuant to § 23-17.14-7, § 23-17.14-8, or § 23-17.14-19; and
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(46) Copies of IRS Form 990 for any transacting party required by federal law to file such
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a form for each of the three (3) years prior to the submission of the application.
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(b) Two (2) copies of the initial application shall be provided to each of the department of
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health and department of the attorney general simultaneously by United States mail, certified, return
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receipt requested. Filings may be submitted electronically if acceptable to the department of health
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and/or attorney general.
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(c) Except for information determined by the attorney general in accordance with § 23-
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17.14-32 to be confidential and/or proprietary, or otherwise required by law to be maintained as
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confidential, the initial application and supporting documentation shall be considered public
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records and shall be available for inspection upon request.
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(d) In the event of a conversion involving a hospital that, at the time that the initial
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application is filed, is subject to a court-supervised insolvency proceeding, including bankruptcy,
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receivership, or special mastership, the department of the attorney general and the department of
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health may, in each department’s sole discretion, permit the filing of an initial application that
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includes the application elements set forth in § 23-17.14-12.1(b). The department of the attorney

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general together with the department of health may only permit the filing of an application pursuant
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to § 23-17.14-12.1(b) if both departments determine that such filing will not impede the
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departments’ ability to meet the requirements of this chapter. Notwithstanding the timeframes set
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forth in § 23-17.14-7, and if both departments permit the filing of an application under this
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subsection (d), within twenty (20) working days of receipt by each department of an application
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satisfying the requirements set forth in this subsection (d), the departments will notify and afford
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the public an opportunity to comment on the application. The decisions of each department in
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response to an initial application filed pursuant to this subsection (d) shall be rendered within ninety
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(90) days of acceptance of the application. The provisions of subsection (d) of this section shall
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sunset one year from its effective date, except that this sunset provision shall not inhibit review by
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either department for any application that was filed under this subsection (d) on or before the sunset
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date.
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SECTION 2. This act shall take effect upon passage.
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EXPLANATION
BY THE LEGISLATIVE COUNCIL
OF
A N A C T
RELATING TO HEALTH AND SAFETY -- THE HOSPITAL CONVERSIONS ACT
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This act would amend the requirements pursuant to the Hospital Conversions Act to
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authorize the attorney general and the department of health to permit the filing of an initial
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application for conversion pursuant to the expedited review provisions of § 23-17.14-12.1 for a
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hospital subject to court-supervised insolvency proceedings. The provisions of this act shall sunset
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one year from the effective date of the act, except that the sunset provision shall not inhibit review
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by either department for any application that was filed on or before the sunset date.
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This act would take effect upon passage.
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