Health care marketplace

AN ACT Relating to material changes to the operations and 1
governance structure of participants in the health care marketplace; 2
amending RCW 19.390.010, 19.390.020, 19.390.030, 19.390.040, 3
19.390.050, 19.390.080, and 19.390.070; adding new sections to 4
chapter 19.390 RCW; creating a new section; and providing an 5
effective date. 6
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:7
NEW SECTION. Sec. 1. The legislature finds and declares that:8
(1) The existence of accessible and affordable health care 9
services that are responsive to the needs of the community is an 10
important public policy goal. 11
(2) The COVID-19 pandemic laid bare both the crucial importance 12
of our health care systems and the inequities that exist and 13
exacerbate harm to marginalized communities, including in access to 14
and delivery of affordable, quality care. 15
(3) Health entity mergers, acquisitions, and contracting 16
affiliations impact cost, quality, and access to health care, and 17
affect working conditions and employee benefits. 18
(4) Health entity mergers, acquisitions, and contracting 19
affiliations have been shown to result in anticompetitive 20
consequences, including higher prices and a lack of any meaningful 21
H-1145.3
HOUSE BILL 1881
State of Washington 69th Legislature 2025 Regular Session
By Representatives Taylor, Macri, Berry, Wylie, Ryu, Parshley,
Simmons, Farivar, Scott, Stonier, Fitzgibbon, Ormsby, Hill, and
Pollet
Read first time 02/07/25. Referred to Committee on Civil Rights &
Judiciary.
p. 1 HB 1881
choice among health care providers within a community or geographic 1
region. These negative outcomes are exacerbated for those in rural 2
areas with few health care providers. 3
(5) The legislature is committed to ensuring that Washingtonians 4
have access to the full range of reproductive, end-of-life, and 5
gender-affirming health care services. Yet, Washingtonians continue 6
to experience difficulty accessing gender-affirming care, and health 7
entity mergers and acquisitions in Washington state have resulted in 8
material reductions in reproductive and end-of-life health care 9
services, to the detriment of communities and patients.10
(6) Health entity mergers, acquisitions, and contracting 11
affiliations must improve rather than harm access to affordable 12
quality health care. 13
Sec. 2. RCW 19.390.010 and 2019 c 267 s 1 are each amended to 14
read as follows: 15
(1) It is the intent of the legislature to ensure that 16
competition beneficial to consumers in health care markets across 17
Washington remains vigorous and robust and that health care be 18
affordable and accessible . The legislature supports ((that intent )) 19
these intents through this chapter, which provides the attorney 20
general and health care authority with notice of all material health 21
care transactions in this state so that the attorney general has the 22
information necessary to determine whether an investigation under the 23
consumer protection act is warranted for potential anticompetitive 24
conduct and consumer harm. This chapter is intended to supplement the 25
federal Hart-Scott-Rodino antitrust improvements act, Title 15 U.S.C. 26
Sec. 18a, by requiring notice of transactions not reportable under 27
Hart-Scott-Rodino reporting thresholds and by providing the attorney 28
general with a copy of any filings made pursuant to the Hart-Scott-29
Rodino act. In addition to ensuring vigorous and robust competition 30
in health care markets, this chapter is also intended to ensure 31
material change transactions result in the affected communities 32
having the same or greater access to quality, affordable care 33
including, but not limited to, emergency care, primary care, 34
reproductive care, end-of-life care including services provided in 35
accordance with chapter 70.245 RCW, and gender-affirming care.36
(2) Notwithstanding the language in this chapter regarding the 37
health care authority's and the attorney general's authority to 38
determine the effect of a material change transaction on access to 39
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care, nothing in this chapter is intended to derogate from or 1
otherwise affect in any way the attorney general's authority to 2
conduct an investigation, or the process of any investigation, under 3
chapter 19.86 RCW. Nothing in this section is intended to change or 4
affect in any way any substantive law regarding the antitrust review 5
of a material change transaction. 6
Sec. 3. RCW 19.390.020 and 2019 c 267 s 2 are each amended to 7
read as follows: 8
The definitions in this section apply throughout this chapter 9
unless the context clearly requires otherwise. 10
(1) "Access, affordability, quality, and equity review" means the 11
analysis performed by the health care authority under section 12 of 12
this act.13
(2) "Acquisition" means an agreement, arrangement, or activity 14
the consummation of which results in a person acquiring directly or 15
indirectly the control of another person, and includes the 16
acquisition of voting securities and noncorporate interests, such as 17
assets, capital stock, membership interests, or equity interests.18
(((2))) (3) "Antitrust review" means the review conducted by the 19
attorney general to determine if a transaction may violate state or 20
federal antitrust laws.21
(4) "Carrier" means the same as in RCW 48.43.005.22
(((3))) (5) "Contracting affiliation" means the formation of a 23
relationship between two or more entities that permits the entities 24
to negotiate jointly with carriers or third-party administrators over 25
rates for professional medical services, or for one entity to 26
negotiate on behalf of the other entity with carriers or third-party 27
administrators over rates for professional medical services. 28
"Contracting affiliation" does not include arrangements among 29
entities under common ownership or arrangements where at least one 30
entity in the arrangement is owned or operated by a state entity.31
(((4))) (6) "Gender-affirming care" means a service or product 32
that a health care provider, as defined in RCW 70.02.010, prescribes 33
to an individual to treat any condition related to the individual's 34
gender identity and is prescribed in accordance with generally 35
accepted standards of care. "Gender-affirming care" must be covered 36
in a manner compliant with state law and the federal mental health 37
parity and addiction equity act of 2008 and the federal patient 38
protection and affordable care act of 2010 and implementing 39
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regulations in effect as of January 1, 2025. "Gender-affirming care" 1
can be prescribed to two spirit, transgender, nonbinary, intersex, 2
and other gender-diverse individuals. 3
(7) "Health care authority" means the Washington state health 4
care authority.5
(8) "Health care services" means medical, surgical, chiropractic, 6
hospital, optometric, podiatric, pharmaceutical, ambulance, mental 7
health, substance use disorder, therapeutic, preventative, 8
diagnostic, curative, rehabilitative, palliative, custodial, and any 9
other services relating to the prevention, cure, or treatment of 10
illness, injury, or disease in humans. "Health care services" may be 11
provided virtually, on-demand, or in brick and mortar settings.12
(((5))) (9) "Health care services revenue" means ((the total 13
revenue received for health care services in the previous twelve 14
months)) combined Washington-derived revenue from health care 15
services or administration from a party and all of its affiliates 16
including, but not limited to, patient revenue and premiums paid to 17
carriers, as applicable. 18
(((6))) (10) "Health maintenance organization" means an 19
organization receiving a certificate of registration pursuant to 20
chapter 48.46 RCW which provides comprehensive health care services 21
to enrolled participants of such organization on a group practice per 22
capita prepayment basis or on a prepaid individual practice plan, 23
except for an enrolled participant's responsibility for copayments 24
and deductibles, either directly or through contractual or other 25
arrangements with other institutions, entities, or persons, and which 26
qualifies as a health maintenance organization pursuant to RCW 27
48.46.030 and 48.46.040. 28
(((7))) (11) "Hospital" means a facility licensed under chapter 29
70.41 or 71.12 RCW. 30
(((8))) (12) "Hospital system" means: 31
(a) A parent corporation of one or more hospitals and any entity 32
affiliated with such parent corporation through ownership or control; 33
or 34
(b) A hospital and any entity affiliated with such hospital 35
through ownership. 36
(((9))) (13) "Merger" means a consolidation of two or more 37
organizations, including two or more organizations joining through a 38
common parent organization or two or more organizations forming a new 39
organization, but does not include a corporate reorganization.40
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(((10))) (14) "Person" means, where applicable, natural persons, 1
corporations, trusts, and partnerships. 2
(((11))) (15) "Provider" means a natural person who practices a 3
profession identified in RCW 18.130.040. 4
(((12))) (16) "Provider organization" means a corporation, 5
partnership, business trust, association, or organized group of 6
persons, whether incorporated or not, which is in the business of 7
health care delivery or management and that represents seven or more 8
health care providers in contracting with carriers or third-party 9
administrators for the payments of health care services. A "provider 10
organization" includes physician organizations, physician-hospital 11
organizations, independent practice associations, provider networks, 12
and accountable care organizations. 13
(((13))) (17) "Reproductive health care" means any medical 14
services or treatments, including but not limited to pharmaceutical 15
and preventive care services or treatments, directly involved in the 16
reproductive system and its processes, functions, and organs involved 17
in reproduction, in all stages of life.18
(18) "Successor persons" means persons formed by, resulting from, 19
or surviving any material change transaction under this chapter.20
(19) "Third-party administrator" means an entity that administers 21
payments for health care services on behalf of a client in exchange 22
for an administrative fee. 23
Sec. 4. RCW 19.390.030 and 2019 c 267 s 3 are each amended to 24
read as follows: 25
(1) Not less than ((sixty)) 90 days prior to the effective date 26
of any transaction that results in a material change transaction, the 27
parties to the transaction shall submit written notice to the health 28
care authority and the attorney general of such material change 29
transaction. 30
(2) For the purposes of this ((section)) chapter, a material 31
change transaction includes a merger, acquisition, or contracting 32
affiliation between two or more entities of the following types:33
(a) Hospitals; 34
(b) Hospital systems; ((or))35
(c) Provider organizations; or36
(d) Between the following entities:37
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(i) An entity described in (a) of this subsection and a carrier 1
or an insurance holding company system, as defined in RCW 48.31B.005; 2
or3
(ii) An entity described in (a) of this subsection and any other 4
person or entity that has as its primary function the provision of 5
health care services or that is a pending or actual parent 6
organization of, has control over, or governance of, an entity that 7
has as its primary function the provision of health care services.8
(3) A material change transaction includes proposed changes 9
identified in subsection (2) of this section between ((a Washington 10
entity and an out-of-state entity where the out-of-state entity 11
generates ten million dollars or more in health care services revenue 12
from patients residing in Washington state, and the entities are of 13
the types identified in subsection (2) of this section )) Washington 14
entities, as well as between Washington entities described in 15
subsection (2) of this section and out-of-state entities . Any party 16
to a material change transaction that is licensed or operating in 17
Washington state shall submit a notice as required under this 18
section. 19
(4) For purposes of subsection (2) of this section, a merger, 20
acquisition, or contracting affiliation between two or more 21
hospitals, hospital systems, or provider organizations only qualifies 22
as a material change transaction if the hospitals, hospital systems, 23
or provider organizations did not previously have common ownership or 24
a contracting affiliation. 25
(5) The attorney general shall determine whether a specific 26
transaction qualifies as a material change transaction.27
(6)(a) In a case of an extraordinary emergency situation that 28
threatens access to health care services and has the potential to 29
immediately harm consumers, the attorney general may allow parties to 30
a transaction to submit notice less than 90 days before the effective 31
date of any transaction.32
(b) If the parties to a material change transaction seek to 33
submit notice less than 90 days before the effective date of a 34
transaction, the parties shall provide documentation to the attorney 35
general and health care authority demonstrating the existence of an 36
extraordinary emergency situation, including a complete statement of 37
facts, circumstances, and conditions which demonstrate the 38
extraordinary emergency situation.39
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(c) No later than 45 days after receiving notice under (b) of 1
this subsection, the attorney general must notify the parties and the 2
health care authority whether the material change transaction is 3
subject to emergency review or is subject to preliminary review 4
requiring parties to provide documentation pursuant to RCW 5
19.390.040. If the material change transaction is accepted for 6
emergency review, the attorney general's office must approve, approve 7
with conditions or modifications, or deny the transaction within 90 8
days. If the attorney general denies emergency review, the 9
transaction shall be subject to preliminary review by the health care 10
authority.11
Sec. 5. RCW 19.390.040 and 2019 c 267 s 4 are each amended to 12
read as follows: 13
(1) ((The)) For material change transactions where no parties are 14
hospitals or hospital systems and no parties have generated 15
$10,000,000 or more in health care services revenue in any of their 16
preceding three fiscal years or if any of the parties is a federally 17
qualified health center or rural health clinic as those terms are 18
defined by 42 U.S.C. Sec. 1395x (aa) or safety net nonprofit family 19
planning providers specializing in the provision of the full range of 20
reproductive health options, the written notice provided by the 21
parties to the health care authority and attorney general , as 22
required by RCW 19.390.030, must include: 23
(a) The names of the parties and their current business 24
addresses; 25
(b) Identification of all locations where health care services 26
are currently provided by each party; 27
(c) A brief description of the nature and purpose of the proposed 28
material change transaction; and 29
(d) The anticipated effective date of the proposed material 30
change transaction. 31
(2) For material change transactions where no parties are 32
hospitals or hospital systems, all of the parties serve predominantly 33
low-income medically underserved individuals, all of the parties had 34
for each of their preceding three fiscal years at least 50 percent of 35
their total patient revenue come from medicaid or local, state, or 36
federal funding to provide care to uninsured or underinsured 37
individuals, and the material change transaction would not result in 38
materially lowering the overall level of care the successor persons 39
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provide to individuals on medicaid or who are uninsured or 1
underinsured, or cause, for the successor persons, the percentage of 2
total patient revenue that comes from medicaid or local, state, or 3
federal funding to provide care to uninsured or underinsured 4
individuals to drop below 50 percent, the written notice provided by 5
the parties to the health care authority and attorney general, as 6
required by RCW 19.390.030, must include: 7
(a) The information and documentation required under subsection 8
(1) of this section; and9
(b) Documentation demonstrating that all the parties to the 10
material change transaction had for each of their preceding three 11
fiscal years at least 50 percent of their total patient revenue come 12
from medicaid or local, state, or federal funding to provide care to 13
uninsured or underinsured individuals, and a statement from the 14
parties describing how the material change transaction will result in 15
the successor persons complying with the requirements under this 16
subsection.17
(3)(a) For all material change transactions other than those 18
specified under subsections (1) and (2) of this section, and except 19
for transactions that fall under subsection (4) of this section, the 20
written notice provided by the parties to the health care authority 21
and attorney general, as required by RCW 19.390.030, must include the 22
following information, unless the attorney general agrees to narrow 23
the scope of information needed relevant to the material change 24
transaction:25
(i) The information and documentation required under subsection 26
(1) of this section; and27
(ii) Additional documentation established by rule making by the 28
health care authority including, but not limited to, information 29
about the parties' organizational structure, finances, and the 30
potential impact of the transaction on health care services, patient 31
access and affordability, policies and procedures, community benefit, 32
and staffing.33
(b) When documents are readily available from a publicly 34
available source for state or federal agencies, the parties may 35
indicate the public availability to the health care authority and 36
attorney general with information on how to access the documents 37
rather than providing the documents directly.38
(4)(a) In cases of an extraordinary emergency situation that 39
threatens access to health care services and has the potential to 40
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immediately harm consumers, the attorney general may limit the 1
information otherwise required by subsection (3) of this section for 2
the sole purpose of expediting the review process. 3
(b) If the parties to a material change transaction seek 4
expedited review under (a) of this subsection, the parties shall 5
provide documentation to the attorney general and health care 6
authority demonstrating the existence of an extraordinary emergency 7
situation including a complete statement of facts, circumstances, and 8
conditions which demonstrate the extraordinary emergency situation.9
(c) The attorney general shall respond within 10 days to advise 10
the parties and the health care authority as to whether any 11
information otherwise required by subsection (3) of this section may 12
be waived.13
(d) Nothing in this subsection alters the preliminary or 14
comprehensive review and oversight required under RCW 19.390.050, 15
19.390.070, and 19.390.080 and sections 7 and 9 through 16 of this 16
act.17
(e) Nothing in this subsection alters the information collection 18
requirements in other sections of this chapter including the 19
requirement of a public hearing under section 11 of this act.20
(5) The attorney general and health care authority shall charge 21
an applicant fees to assist in covering the costs of implementing 22
this chapter. The attorney general and health care authority may 23
adopt rules to set the applicable fees.24
(6) The attorney general and the health care authority may 25
request additional information that is necessary to implement the 26
goals of this chapter.27
(7) Nothing in this section prohibits the parties to a material 28
change transaction from voluntarily providing additional information 29
to the attorney general or the health care authority.30
Sec. 6. RCW 19.390.050 and 2019 c 267 s 5 are each amended to 31
read as follows: 32
((The)) For the purpose of conducting an antitrust investigation 33
under chapter 19.86 RCW or federal antitrust laws, the attorney 34
general shall make any requests for additional information from the 35
parties under RCW 19.86.110 within ((thirty)) 30 days of the date 36
notice is received under RCW 19.390.030 and 19.390.040. ((Nothing)) 37
Regardless of whether the attorney general requests additional 38
information from the parties, nothing in this section precludes the 39
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attorney general from conducting an investigation or enforcing any 1
state or federal ((antitrust)) laws at a later date.2
NEW SECTION. Sec. 7. (1) The attorney general shall determine 3
if the notice required under RCW 19.390.030 and 19.390.040 is 4
complete for the purpose of transaction review. If the attorney 5
general determines that a notice is incomplete, it shall notify the 6
parties within 30 days after the date the notice was received stating 7
the reasons for its determination of incompleteness.8
(2) A completed notice shall be deemed received on the date when 9
all the information required by RCW 19.390.040 has been submitted to 10
the attorney general's office. 11
(3) For all material change transactions included under RCW 12
19.390.040(3), the attorney general shall, within seven days after 13
receipt of a completed notice, include information about the notice 14
on the attorney general's website. The information must state that a 15
notice has been received, state the names of the parties to the 16
material change transaction, describe the contents of the written 17
notice in clear and simple terms, and state the date and process by 18
which a person may submit written comments about the notice to the 19
attorney general's office. 20
(4) The attorney general is not required to make public any 21
information submitted pursuant to its investigative authority under 22
chapter 19.86 RCW, or any information or analysis associated with an 23
investigation under chapter 19.86 RCW. 24
Sec. 8. RCW 19.390.080 and 2019 c 267 s 8 are each amended to 25
read as follows: 26
Any person who fails to comply with ((any provision of this 27
chapter)) RCW 19.390.030 or 19.390.040 is liable to the state for a 28
civil penalty of ((not more than two hundred dollars per day for each 29
day during which such person is in violation of this chapter )) up to 30
10 percent of the value of the material change transaction, in the 31
discretion of the attorney general. 32
NEW SECTION. Sec. 9. (1) No material change transaction under 33
this chapter may take place if it would detrimentally affect the 34
continued existence of accessible, affordable health care in 35
Washington state for at least five years after the transaction 36
occurs. To this end the material change transaction must result in 37
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the affected communities having the same or greater access to 1
quality, affordable care, including but not limited to emergency 2
care, primary care, specialty care, behavioral health care, 3
reproductive health care, gender-affirming care, and end-of-life care 4
including services provided in accordance with chapter 70.245 RCW, 5
and essential health benefit categories as defined in RCW 48.43.005.6
(2) The material change transaction must also result in at least 7
one of the following: 8
(a) Maintaining or reducing the rate of growth in patient and 9
health plan sponsor costs; 10
(b) Maintaining or increasing access to services in medically 11
underserved areas; 12
(c) Rectifying historical and contemporary factors contributing 13
to a lack of health equities or access to services; or14
(d) Maintaining or improving health outcomes for residents of 15
this state. 16
(3) The material change transaction must not result in the 17
revocation of hospital privileges and must establish sufficient 18
safeguards to maintain appropriate capacity for health provider 19
education. 20
(4) The material change transaction must not result in a 21
reduction in staffing capacity for the provision of medically 22
necessary services to the extent such reductions would diminish 23
patients' access to quality care. 24
(5) Nothing in this chapter is intended to derogate from or 25
otherwise affect in any way the attorney general's authority to 26
conduct an investigation, or the process of any investigation, under 27
chapter 19.86 RCW. Nothing in this section is intended to change or 28
affect in any way any substantive law regarding the antitrust 29
analysis of a material change transaction. 30
NEW SECTION. Sec. 10. (1) For all material change transactions 31
included under RCW 19.390.040(3), the health care authority shall 32
conduct a preliminary review of the completed notice to determine if 33
the material change transaction will fulfill the requirements under 34
section 9 of this act. The review must include, but is not limited 35
to, an analysis of the information and documentation provided under 36
RCW 19.390.040 and one public hearing.37
(2) After conducting the preliminary review, if the health care 38
authority determines that the material change transaction is likely 39
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to fulfill the requirements under section 9 of this act, the health 1
care authority may not conduct a comprehensive review of the material 2
change transaction as provided under this section and section 12 of 3
this act. 4
(3) The health care authority shall, within 60 days of receiving 5
a completed notice, inform parties to a material change transaction 6
as to whether a comprehensive review of the material change 7
transaction is required. If the health care authority determines a 8
comprehensive review of the material change transaction is not 9
required, the health care authority shall prepare a report and 10
recommendation for the attorney general and provide it to the 11
attorney general within 10 days of making its determination. The 12
report and recommendation must include a recommendation as to whether 13
the material change transaction should be approved, approved with 14
conditions or modifications, or rejected, and provide the basis for 15
the recommendation. 16
(4) For all material change transactions included under RCW 17
19.390.040(3) that are not limited to the preliminary review, the 18
health care authority shall review the completed notice; conduct a 19
comprehensive review in collaboration with the Washington office of 20
the insurance commissioner, Washington health benefit exchange, and 21
Washington department of health; and prepare a report and 22
recommendation for the attorney general and provide it to the 23
attorney general within 30 days of making its determination. The 24
report and recommendation must include a recommendation as to whether 25
the material change transaction should be approved, approved with 26
conditions or modifications, or rejected, and provide the basis for 27
the recommendation. 28
(5) After reviewing the health care authority's report and 29
recommendation, the attorney general shall within 30 days of 30
receiving the health care authority's report and recommendation:31
(a) Approve the material change transaction in writing if the 32
attorney general determines that the transaction does not violate the 33
requirements of section 9 of this act. The approval of a material 34
change transaction pursuant to this chapter does not constitute 35
approval for the purpose of RCW 19.86.170, or any other provision of 36
state or federal consumer protection or antitrust law. Such approval 37
pursuant to this chapter does not preclude the attorney general from 38
taking any action to enforce state or federal consumer protection or 39
antitrust laws; 40
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(b) Impose conditions or modifications on the material change 1
transaction to ensure the requirements of section 9 of this act are 2
met and that sufficient safeguards are in place to ensure communities 3
have continued or improved access to affordable quality care. The 4
imposition of such conditions or modifications shall be in writing 5
and constitute a final decision subject to all appellate rights 6
contained within this chapter; or 7
(c) Disapprove the material change transaction in writing with 8
written justification, which shall constitute a final decision 9
subject to all appellate rights contained within this act.10
(6) Whenever the attorney general approves, approves with 11
conditions or modifications, or disapproves a material change 12
transaction, it shall promptly inform the parties and the health care 13
authority of its decision. 14
(7) Within 30 days after a final decision of the attorney general 15
either denying or approving with modifications a material change 16
transaction, any party to the material change transaction may appeal 17
the decision to the superior court. An appeal to the superior court 18
shall be to the superior court of a county in which the material 19
change transaction is to have occurred or to the superior court for 20
Thurston county. Such appeal shall be perfected by filing with the 21
clerk of the court a notice of appeal and by serving a copy thereof 22
by mail, or personally, on the attorney general or their appointed 23
designee. The attorney general shall, in all cases within 15 days 24
after the receipt of such notice of appeal, serve and file its notice 25
of appearance and such appeal shall thereupon be deemed at issue. The 26
attorney general shall serve upon the appealing party and file with 27
the clerk of the court within 30 days of the filing of the appeal, a 28
certified copy of the attorney general's official record which shall 29
include the final decision, and all accompanying documents, subject 30
to the same confidentiality protections provided to such documents in 31
the underlying act. These shall become the record in the case subject 32
to leave of the court. The superior court shall review the final 33
decision of the attorney general, subject to the statutory 34
requirements of the underlying act and chapter 34.05 RCW.35
(8) The attorney general may not make its decision to disapprove 36
the material change transaction subject to any condition not directly 37
and rationally related to the requirements under section 9 of this 38
act and any condition or modification must bear a direct and rational 39
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relationship to the notice under review and the requirements under 1
section 9 of this act. 2
(9) Nothing in this chapter is intended to derogate from or 3
otherwise affect in any way the attorney general's authority to 4
conduct an investigation, or the process of any investigation, under 5
chapter 19.86 RCW. Nothing in this section is intended to change or 6
affect in any way any substantive law regarding the antitrust review 7
of a material change transaction. 8
NEW SECTION. Sec. 11. (1) During the course of review of 9
notices of material change transactions under RCW 19.390.040(3), the 10
health care authority shall conduct at least one public hearing, 11
which may occur remotely. At each hearing, anyone may file written 12
comments and exhibits or appear and make a statement. The attorney 13
general may subpoena additional information or witnesses, require and 14
administer oaths, require sworn statements, take depositions, and use 15
related discovery procedures for purposes of the hearing and at any 16
time prior to making a decision on the material change transaction.17
(2) If a public hearing is scheduled, at least 15 days prior to 18
the hearing, the health care authority shall provide notice of the 19
time and place of the hearing on its website and to any person who 20
has requested notice of the hearing in writing, and the parties to 21
the material change transaction shall provide notice of the time and 22
place of the hearing on their websites, and to all employees and 23
patients of affected health care providers. Notice under this 24
subsection shall be provided in English, Spanish, and the three most 25
common other languages spoken in the affected community.26
(3) Within 15 business days of the last hearing, the health care 27
authority shall compile a summary report of each public hearing 28
proceeding and post the summary report on its website.29
(4) If after the initial public hearing there is any change in 30
the terms of the material change transaction that materially alters 31
any of the information that the parties to the material change 32
transaction provided under RCW 19.390.040(3), the health care 33
authority shall conduct an additional public hearing to ensure 34
adequate public comment regarding the proposed change.35
(5) Nothing in this chapter is intended to derogate from or 36
otherwise affect in any way the attorney general's authority to 37
conduct an investigation, or the process of any investigation, under 38
chapter 19.86 RCW. Nothing in this section is intended to change or 39
p. 14 HB 1881
affect in any way any substantive law regarding the antitrust review 1
of a material change transaction. 2
NEW SECTION. Sec. 12. (1) For any material change transaction 3
included under RCW 19.390.040(3), the health care authority shall 4
conduct an access, affordability, quality, and equity review and 5
prepare a written assessment, which it must include as part of its 6
report and recommendation to the attorney general regarding a 7
specific material change transaction. In creating this written 8
assessment, the health care authority must engage with and provide 9
input in the assessment from public health experts, organizations 10
representing employees of the applicant, health care advocates, and 11
community members who reside in the service areas of the parties to 12
the material change transaction.13
(2) The health care authority's written assessment must contain 14
information to better inform the health care authority and attorney 15
general as to whether the parties meet the requirements for a 16
material change transaction under section 9 of this act.17
(3) The health care authority's written assessment must include, 18
but is not limited to, the following information: 19
(a) An assessment of whether the material change transaction will 20
improve or reduce access to health services in the communities 21
impacted by the material change transaction including, but not 22
limited to, emergency care services, primary care services, specialty 23
care services, behavioral health care services, reproductive health 24
care services, gender-affirming health care, and end-of-life services 25
including services provided in accordance with chapter 70.245 RCW;26
(b) An assessment of whether the material change transaction will 27
reduce health disparities with particular reference to members of 28
medically underserved groups in the parties' service areas;29
(c) An assessment of the effect of the material change 30
transaction on the affordability and provision of health care 31
services to individuals eligible for medical assistance under chapter 32
74.09 RCW or medicare, indigent individuals, individuals with 33
disabilities, women, racial and ethnic minorities, lesbian, gay, 34
bisexual, transgender, gender diverse, or queer individuals, 35
terminally ill individuals, and other underserved or marginalized 36
populations; 37
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(d) An assessment of the effect of the material change 1
transaction on the level and type of charity care the parties to the 2
material change transaction will provide; 3
(e) An assessment of the effect of the material change 4
transaction on any community benefit program that the parties to the 5
material change transaction have historically funded or operated;6
(f) An assessment of the effect of the material change 7
transaction on staffing for patient care and areas of patient care 8
within facilities as it may affect availability of care, on the 9
likely retention of employees as it may affect continuity of care, 10
and on the rights of employees to provide input on health quality and 11
staffing issues; 12
(g) An assessment of the effect of the material change 13
transaction on the cost of patient care; 14
(h) An assessment of the prior performance of the parties to the 15
material change transaction in meeting state and federal requirements 16
to provide uncompensated care, community services, and access by 17
minorities and people with disabilities to programs receiving federal 18
financial assistance, including the existence of any civil rights 19
access complaints against any of the parties, and how the material 20
change transaction will impact the fulfillment of these requirements;21
(i) An assessment of whether the material change transaction will 22
have a positive or negative impact on effective communication between 23
the hospitals, hospital systems, or provider organizations and people 24
with limited English-speaking ability and those with speech, hearing, 25
or visual impairments; 26
(j) An assessment of whether the material change transaction will 27
reduce architectural barriers for people with mobility impairments;28
(k) A review of how the parties to the material change 29
transaction will maintain or improve the quality of health services 30
including a review of: 31
(i) Demographics of the parties' service areas;32
(ii) Economic status of the population of the parties' services 33
area; 34
(iii) Physician and professional staffing issues related to the 35
material change transaction; 36
(iv) Availability of similar services at other institutions in or 37
near the parties' services area; 38
(v) Existing referral patterns and projected changes to referral 39
patterns; and 40
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(vi) Historical and projected market shares of hospitals, 1
hospital systems, and provider organizations in the parties' service 2
area; 3
(l) A financial and economic assessment that includes a 4
description of current costs and competition in the relevant 5
geographic and product market and any anticipated changes in such 6
costs and competition as a result of the material change transaction;7
(m) A discussion of alternatives to the material change 8
transaction, including: (i) Closure of any of the health facilities 9
that are the subject of the material change transaction; and (ii) 10
recommendations for additional feasible mitigation measures that 11
would reduce or eliminate any significant adverse effect on health 12
care services and affordability identified in the access, 13
affordability, quality, and equity review; 14
(n) An assessment of the effect the material change transaction 15
will have on workforce patterns, including the number of provider and 16
full-time equivalent employees, and patient to staff ratios, by 17
provider type as relevant to the transaction; and 18
(o) An assessment of the effect the material change transaction 19
will have on quality of care, including patient safety, changes in 20
the occurrence of complications, changes in the occurrence of 21
unnecessary procedures, population health, disease prevalence, and 22
quality of care performance in the parties' services area.23
(4) The information contained in the access, affordability, 24
quality, and equity review must be used by the attorney general's 25
office in determining under section 9 of this act whether to approve, 26
approve with conditions or modifications, or disapprove the material 27
change transaction. 28
(5) The health care authority's written assessment prepared as 29
part of its access, affordability, quality, and equity review must be 30
posted on the health care authority's website. 31
NEW SECTION. Sec. 13. (1) The secretary of state may not accept 32
any forms or documents in connection with any material change 33
transaction if the attorney general, in accordance with section 10 of 34
this act, disapproved the material change transaction or the parties 35
to the material change transaction have not agreed to any conditions 36
or modifications imposed by the attorney general in accordance with 37
section 10 of this act.38
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(2) The attorney general may seek an injunction to prevent any 1
material change transaction that has been disapproved by the attorney 2
general in accordance with section 10 of this act or that does not 3
incorporate any conditions or modifications imposed by the attorney 4
general in accordance with section 10 of this act. 5
NEW SECTION. Sec. 14. For any material change transaction 6
included under RCW 19.390.040(3), the following apply:7
(1) Once a material change transaction is finalized the parties 8
shall inform the attorney general in the form and manner prescribed 9
by the attorney general. 10
(2) For at least five years, the attorney general shall monitor 11
the parties' and any successor persons' ongoing compliance with this 12
chapter, and may request information and documents, and conduct on-13
site compliance audits at the parties' or successor persons' expense. 14
The attorney general is authorized to continue monitoring the parties 15
and any successor person's ongoing compliance for a period of time 16
beyond five years for good cause. 17
(3) The attorney general shall, for five years, require annual 18
reports from the parties to the material change transaction or any 19
successor persons to ensure compliance with section 9 of this act and 20
any conditions or modifications the attorney general imposed on the 21
material change transaction. 22
(4) To effectively monitor ongoing compliance, the attorney 23
general shall regularly provide the opportunity for the public to 24
submit written comments, and may, in its discretion, engage with the 25
health care authority, and contract with experts and consultants. 26
Contract costs should not exceed an amount that is reasonable and 27
necessary to conduct the review and evaluation. 28
(5) The attorney general is entitled to reimbursement from the 29
parties or any successor persons for all actual and direct costs 30
incurred in monitoring ongoing compliance for five years, including 31
contract and administrative costs. 32
(6) The attorney general may bill the parties or successor 33
persons, and the parties or successor billed by the attorney general 34
shall promptly pay. If the parties or successor fail to pay within 30 35
days, the attorney general may assess a civil fine of five percent of 36
the billed amount for each day the party does not pay.37
(7) If the attorney general has reason to believe that the 38
parties or successor persons of a material change transaction no 39
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longer satisfy the requirements of section 9 of this act, or are not 1
complying with any conditions or modifications imposed by the 2
attorney general under section 10 of this act, the attorney general 3
shall notify the health care authority and conduct an investigation. 4
As part of the investigation the attorney general will provide public 5
notice of the investigation and obtain input from community members 6
impacted by the material change transaction. Following the 7
investigation, the attorney general shall publish a report of its 8
findings. 9
(8) If after the investigation, the attorney general determines 10
that the parties or successor persons no longer satisfy the 11
requirements of section 9 of this act, or are not complying with 12
conditions or modifications imposed under section 10 of this act, the 13
attorney general shall notify the health care authority and issue an 14
order directing the parties or successor persons to come into 15
compliance with this chapter and provide a timeline by which the 16
parties must enter into compliance. 17
(9) If the parties or successor persons do not enter into 18
compliance with the attorney general's order, the attorney general 19
shall notify the health care authority and may assess a civil fine of 20
up to one percent of the total value of the material change 21
transaction for each day the parties or successor persons fail to 22
enter into compliance, and may take legal action under section 16 of 23
this act. 24
(10) The cost of the investigation and any on-site reviews 25
related to determining the validity of the information will be borne 26
by the parties to the material change transaction or successor 27
persons. 28
NEW SECTION. Sec. 15. The attorney general, in consultation 29
with provider organizations, will develop a simple form that parties 30
or successor persons subject to RCW 19.390.040(2) will submit yearly 31
for five years to demonstrate that the successor persons' overall 32
level of care to individuals on medicaid or who are uninsured or 33
underinsured has not materially lowered and that the successor 34
persons' percentage of total patient revenue that comes from medicaid 35
or local, state, or federal funding to provide care to uninsured or 36
underinsured individuals has not dropped below 50 percent.37
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NEW SECTION. Sec. 16. The attorney general has the authority to 1
ensure compliance with commitments that inure to the public interest. 2
The attorney general may take legal action to enforce this chapter, 3
any conditions or modifications the attorney general imposes on a 4
material change transaction, or any order the attorney general issues 5
under section 15 of this act. The attorney general may obtain 6
restitution, injunctive relief, civil penalties, disgorgement of 7
profits, attorneys' fees, and such other relief as the court deems 8
necessary to ensure compliance. The remedies provided under this 9
chapter are in addition to any other remedy that may be available 10
under any other provision of law.11
Sec. 17. RCW 19.390.070 and 2019 c 267 s 7 are each amended to 12
read as follows: 13
(1) Information submitted to the attorney general ((pursuant to 14
this chapter )) under RCW 19.390.050 shall be maintained and used by 15
the attorney general in the same manner and under the same 16
protections as provided in RCW 19.86.110. The information, including 17
documentary material, answers to written interrogatories, or 18
transcripts of oral testimony produced pursuant to a demand or 19
copies, must not, unless otherwise ordered by a superior court for 20
good cause shown, be produced for inspection or copying pursuant to 21
chapter 42.56 RCW by the person who produced the material, answered 22
written interrogatories or gave oral testimony. 23
(2) All materials provided in response to RCW 19.390.040(3) (a) 24
and (b) and all materials provided during public hearings are 25
considered public records for purposes of chapter 42.56 RCW.26
(3) Nothing in this chapter limits the attorney general's 27
authority under RCW 19.86.110 or 19.86.115. Nothing in this chapter 28
expands the attorney general's authority under chapter 19.86 RCW, 29
federal or state antitrust law, or any other law. Failure to comply 30
with this chapter does not provide a private cause of action.31
(4)(a) The parties to a material change transaction may designate 32
portions of documents submitted pursuant RCW 19.390.040(3) and any 33
documents thereafter submitted by the parties as confidential if the 34
information is sensitive financial, commercial, or proprietary 35
information or is protected from disclosure by state or federal law. 36
The applicant shall provide two versions of any document designated 37
as confidential. The first version shall be marked as "CONFIDENTIAL" 38
and contain the full unredacted version of the document, shall be 39
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provided to the health care authority and the attorney general, and 1
shall be maintained as confidential by the health care authority and 2
the attorney general. The second version shall be marked as "PUBLIC" 3
and contain a redacted version of the materials from which the 4
confidential portions have been removed or obscured, shall be 5
provided to the health care authority and the attorney general, and 6
shall be made available to the public by the attorney general. An 7
applicant claiming confidentiality in respect to documents shall 8
provide the health care authority and the attorney general with a 9
redaction log that provides a reasonably detailed statement of the 10
grounds on which confidentiality is claimed, citing the applicable 11
basis for confidentiality of each portion. 12
(b) Confidential materials provided by a party to a material 13
change transaction that is subject to review by the attorney general 14
or health care authority shall be maintained as confidential 15
materials and not subject to disclosure under chapter 42.56 RCW.16
NEW SECTION. Sec. 18. No provision of this chapter derogates 17
from the common law or statutory authority of the attorney general.18
NEW SECTION. Sec. 19. The attorney general and health care 19
authority may adopt rules necessary to implement this chapter, 20
including creation of an applicant fee structure, and may contract 21
with and provide reasonable reimbursement to qualified persons to 22
assist in determining whether parties or successor persons are in 23
compliance with the requirements under this chapter.24
NEW SECTION. Sec. 20. If a material change transaction is also 25
subject to review under chapter 70.38 or 70.45 RCW, the review under 26
those chapters shall be concurrent with the review under this 27
chapter, to the extent practicable.28
NEW SECTION. Sec. 21. This act may be known and cited as the 29
keep our care act.30
NEW SECTION. Sec. 22. This act does not apply to any pending 31
material change transaction with a letter of intent signed before the 32
effective date of this section.33
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NEW SECTION. Sec. 23. Sections 7, 9 through 16, and 18 through 1
22 of this act are each added to chapter 19.390 RCW.2
NEW SECTION. Sec. 24. This act takes effect January 1, 2026.3
NEW SECTION. Sec. 25. If any provision of this act or its 4
application to any person or circumstance is held invalid, the 5
remainder of the act or the application of the provision to other 6
persons or circumstances is not affected.7
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