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OCA transaction review updates: 45+ notices in two years, AB 1415 expands CMIR scope to PE, MSOs and REITs
Summary
OCA reported it reviewed more than 45 transactions in two years, has waived most to date but referred a few for full Cost and Market Impact Review; AB 1415 expands filing obligations to private equity, MSOs, REITs and similar acquirers and OCA is updating regulations for emergency rulemaking by August.
Heather Klein Hoganson (OCA compliance) briefed the advisory committee on the material change and transaction review program. "In 2 years, we reviewed over 45 transactions and concluded 1 CMIR, a cost to market impact review," she said, noting that most filings have resulted in waivers but OCA has one active CMIR (Covenant Care/Ensign Group) and a range of recent waivers (e.g., Sharp/Tri City, Abbott/Exact Sciences, UC San Diego/Palomar Health joint arrangements).
Klein Hoganson explained that Assembly Bill 1415 (AB 1415) broadened the categories of entities required to file notices to include private equity, hedge funds, management service organizations, newly created business entities, and owners that control or operate providers. OCA is revising its transaction notice requirements, confidentiality provisions and thresholds to capture those transactions and to avoid duplicative filings. Staff plan to finish regulatory updates and begin emergency rulemaking in August.
Public commenters and advisory members supported the focus on REITs and sale/leasebacks and asked OCA to clarify thresholds for MSOs and private equity activity. Stakeholders asked for continued transparency and timely updates as OCA finalizes the new filing portal and form requirements.
