Per the notice below, the New York State Department of Health (NYSDOH) has issued its Material Transactions Reporting Form with instructions on how to complete it.  You can download the materials using the links in the notice below.  The Material Transactions Reporting Law applies to dental practices, but there is a $25 million gross revenue threshold.

https://survey.alchemer.com/s3/8019921/Material-Transaction-Notice

Material Transaction Notice

Welcome!

Welcome to the material transaction notice submission form. Please read through
the instructional pages before beginning the form.

The Department strongly encourages Parties to download
the pdf of all form questions ahead of time through this link.

A copy of these instructions can be found on the cover page linked here.
Keep this copy open for reference as you complete the form.

Form Instructions:

Use this form to submit a Material Transaction notice to the Department of
Health. Here are some guidelines for filling out the form:

• You need to fill out all fields of the form. You can select “not
applicable” as needed.  For numerical fields enter "999" if not applicable.
• You can save your progress by clicking on the save button and
adding your email address. You will receive a unique link to your
form by email from noreply@alchemer.com (please check your
spam/junk folder if you don’t see it). Use this feature to return to the
form later.
• The unique link can be shared with other Parties as needed to
complete portions of the form.
• For each required document upload, you can attach up to 10 files. 
Each file can be up to 50 megabytes (MB).  The following file formats
are accepted: png, gif, jpg, jpeg, doc, xls, docx, xlsx, pdf, txt, mov, mp3,
mp4.

Form Overview by Section:

The Material Transaction notice form has 7 sections.
We’ve provided an overview to each section below.

The Department strongly encourages Parties to download
the pdf of all form questions ahead of time through this link.

A copy of these instructions can be found on the cover page linked here.
Keep this copy open for reference as you complete the form.

Part 1: Provide the basic elements of the notice, including the anticipated
closing date, type of Transaction, and a list of any other regulatory bodies
that are/will be reviewing the Transaction (e.g., U.S. Federal Trade
Commission; other U.S. jurisdictions).

Part 2: Provide basic information about each Party to the Transaction,
including the Party’s legal name, principal jurisdiction in which you do
business, and any history of wrongdoing. Upload pre- and post-closing
organizational charts.

Part 3: Provide information about the Transaction and the Surviving
Entity(ies) related to finances (the purchase price and projected annual
revenue for three years) and prior Transaction history if applicable. Upload
recent financial statements from Party(ies).

Part 4: Provide detailed information about Party(ies) New York State
business(es), including address(es) and Gross In-State Revenue of
location(s) of operation. Also provide the impacts of the Transaction on
care cost, quality, access, and care for Historically Underserved
Populations or Groups, including evaluating the number of Medicaid
beneficiaries and uninsured patients currently served by each Party and the
projected number of Medicaid beneficiaries and uninsured patients that will
be served by the Surviving Entity(ies).

Part 5: Upload Transaction documents, including the definitive transaction
document(s) and charter and bylaws.

Part 6: Provide information about the Transaction to be posted for public
comment by the Department of Health, including Party name(s),
address(es), and an executive summary of the Transaction.

Part 7: Electronically sign, certify, and submit your notice. 

DOCUMENTATION

The following are a list of documents you will need to upload while filling out the form.

The Department strongly encourages Parties to download
the pdf of all form questions ahead of time through this link.

A copy of these instructions can be found on the cover page linked here.
Keep this copy open for reference as you complete the form.

Required Documents for All Parties:

• Pre-closing organizational chart:
For each Party to the Transaction, provide the identities of and
interrelationships among the Party and all persons known to Control
or to be Controlled by or under common Control with the Party, in a
chart that clearly presents those relationships.

Each pre-closing organizational chart must identify (1) voting
percentage: the percentage of voting securities for each person
identified in the organizational chart and (2) other Control: if Control
of any person is maintained other than by the ownership or Control of
voting securities, then indicate the basis of such Control for each
relevant party identified in the organizational chart; as to each person,
indicate the type of organization (e.g., corporation, trust, partnership)
and the State or other jurisdiction of domicile.

• Post-closing organizational chart:
Provide a single post-closing organizational chart of the Surviving
Entity(ies) after the Material Transaction closing.
In the pre-closing organizational chart document, described above,
you provided pre-closing organizational charts of each Party. This
post-closing organizational chart should clearly demonstrate the
Surviving Entity(ies) and their interrelationships.

• Financial Statements for each Party to the Transaction:
For each Party to the Transaction, submit financial statements in
conformity with U.S. Generally Accepted Accounting Principles
(“GAAP”) or other accounting principles prescribed or permitted under
law (audited with an independent CPA’s opinion thereof, preferred but
not required) as of the end of the last two fiscal years:

- Balance Sheet
- Income Statement
- Statement of Cash Flows
- Notes to the Financial Statement (Narrative)
- Surviving Entity(ies)’s projected financial statements, dated one
day after closing

• Other Required Documents for each Party to the Transaction:
- Charter and Bylaws
- Operating Agreements or Partnership Agreements
- Financing Agreements or documents

• Definitive Transaction Document(s): This will be a single
document or set of documents submitted on behalf of all Parties to
the Transaction (e.g., Asset Purchase Agreement).

As Applicable Documents:

• Finance-related:
- Fairness Opinions
- Offering Memoranda
- Private Placement Memoranda
- Investor Disclosure Statements
- Other Investor Solicitation Materials

• Impact-related:
- Any relevant correspondence, press, or other documentation
that addresses community engagement efforts to date.
- Any direct communications to the Parties to the Material
Transaction or press from any stakeholders raising concerns
about the Material Transaction. 

Definitions of Key Terms:

Below are a list of definitions of key terms found throughout the form.

The Department strongly encourages Parties to download
the pdf of all form questions ahead of time through this link.

A copy of these instructions can be found on the cover page linked here.
Keep this copy open for reference as you complete the form.

• “Affiliation” means a formal relationship between Parties or entities.
For instance, this may include, but is not limited to, a clinical
Affiliation, which is a relationship between physicians, practices, and
the provider group (e.g., a hospital).

• “Control” means the possession, direct or indirect, of the power to
direct or cause the direction of the management, administrative
functions, and policies of a Health Care Entity, whether through the
ownership of voting securities or rights, Control, either directly or
indirectly, by contract (except a commercial contract for goods or non-
management services) or otherwise; but no person shall be deemed
to Control another person solely by reason of being an officer or
director of a Health Care Entity. “Control” shall be presumed to exist if
any person directly or indirectly owns, Controls, or holds with the
power to vote ten percent or more of the voting securities of a Health
Care Entity.

• “Gross In-State Revenue” is defined as total revenue earned from
in-state activities in the 12 months prior to the Transaction’s
anticipated closing date.

• “Health Care Entity” shall include but not be limited to a physician
practice, group, or management services organization or similar entity
providing all or substantially all of the administrative or management
services under contract with one or more physician practices,
provider-sponsored organization, health insurance plan, or any other
kind of health care facility, organization or plan providing health care
services in this state; provided, however, that a “Health Care Entity”
shall not include an insurer authorized to do business in this state, or
a pharmacy benefit manager registered or licensed in this state. An
“insurer” shall not include non-insurance subsidiaries and affiliated
entities of insurance companies regulated under the insurance law or
this chapter.

• “Health Equity” shall mean achieving the highest level of health for
all people and shall entail focused efforts to address avoidable
inequalities by equalizing those conditions for health for those that
have experienced injustices, socioeconomic disadvantages, and
systemic disadvantages.

• “Historically Underserved Populations or Groups” includes but is
not limited to people of low-income; racial and ethnic minorities;
immigrants; women; lesbian, gay, bisexual, transgender, or other-
than-cisgender people; people with disabilities; older adults; persons
living with a prevalent infectious disease or condition; persons living
in rural areas; people who are eligible for or receive public health
benefits; people who do not have third-party health coverage or have
inadequate third-party health coverage; Tribal nations; and other
people who are unable to obtain health care.

• “Market” shall mean those identified zip codes in which the Surviving
Entity and/or any Parties to the Material Transaction provide services
or from which such Parties draw patients.

• “Material Transaction" shall mean any of the following, occurring
during a single Transaction or in a series of related Transactions that
take place within a rolling 12-month time period, and meet or exceed
thresholds, for factors including but not limited to changes in revenue:
o a merger with a Health Care Entity;
o an acquisition of one or more health care entities, including but
not limited to the assignment, sale, or other conveyance of
assets, voting securities, membership, or partnership interest or
the transfer of Control;
o an Affiliation agreement or contract formed between a health
care entity and another person; or
o the formation of a partnership, joint venture, accountable care
organization, parent organization, or management services
organization for the purpose of administering contracts with
health plans, third-party administrators, pharmacy benefit
managers, or health care providers as prescribed by the
commissioner by regulation.

"Material Transaction" shall not include:

▪ a clinical Affiliation of health care entities formed for the
purpose of collaborating on clinical trials or graduate
medical education programs;

▪ any Transaction that is already subject to review under
Public Health Law Article 28, 30, 36, 40, 44, 46, 46-A, or
46-B; or

▪ a de minimis Transaction, i.e., a Transaction or a series of
related Transactions which result in a Health Care Entity
increasing its total Gross In-State Revenues by less than
$25 million.

• “Person” is defined as a natural Person or a legal business entity.

• “Principal Jurisdiction” means the location where the business’
officers direct, Control, and coordinate the business’ activities.

• “Submitter” is the Person who is filling out the Material Transaction
form (e.g., legal counsel for a Party to the Transaction). Any
authorized representative of any Party to the Transaction may serve
in the Submitter role, provided that such person has approval from
the Parties to the Transaction to attest to the accuracy and
completeness of the Notice before submitting to the Department of
Health.

• “Surviving Entity” is defined as the resulting or surviving Health
Care Entity formed as a result of this Material Transaction. 

You are now entering the New York State Department of Health Material Transaction Reporting Form. Please prepare relevant transaction documents for submission. You can save your progress and return to this form later.

Please keep a copy of the instructions from the previous pages open for reference. They can be found on the cover page linked here.

Download the form questions here to preview them ahead of time.

For questions, please visit the Material Transaction website or email MaterialTransactionDisclosure@health.ny.gov.