Montana Code 50-4-707. Application process — content
50-4-707. Application process — content. (1) A person that seeks to engage in a conversion transaction for a nonprofit health entity and the nonprofit health entity shall submit an application to the commissioner and a copy of the application to the attorney general.
Terms Used In Montana Code 50-4-707
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Commissioner: means the Montana state auditor and ex officio commissioner of insurance provided for in 2-15-1903. See Montana Code 50-4-701
- conversion transaction: means the sale, transfer, lease, exchange, transfer by exercise of an option, optioning, conveyance, merger, affiliation, mutualization, joint venture, or other disposition by a nonprofit health entity or another person or entity resulting in the transfer of control or governance to a person or entity other than the nonprofit health entity of the lesser of:
(i)more than 10% in fair market value of the assets or operations of a nonprofit health entity; or
(ii)assets of a nonprofit health entity amounting to a fair market value of $5 million or more. See Montana Code 50-4-701
- Nonprofit health entity: means :
(i)a nonprofit health maintenance organization; or
(ii)a nonprofit health service corporation. See Montana Code 50-4-701
- Person: includes a corporation or other entity as well as a natural person. See Montana Code 1-1-201
- Process: means a writ or summons issued in the course of judicial proceedings. See Montana Code 1-1-202
- Public assets: include :
(a)assets held for the benefit of the public or the community;
(b)assets in which the public has an ownership interest;
(c)assets owned by a governmental entity; and
(d)assets owned by a nonprofit corporation to the extent that the corporation holds assets in a charitable trust. See Montana Code 50-4-701
- Transferee: means the person in a conversion transaction that receives the ownership or control of the nonprofit health entity that is the subject of the conversion transaction or of the nonprofit health entity's assets. See Montana Code 50-4-701
- Transferor: means the nonprofit health entity that is the subject of the conversion transaction or the corporation that owns the nonprofit health entity that is the subject of the conversion transaction. See Montana Code 50-4-701
(2)The application submitted under subsection (1) is in addition to any other filing required by law.
(3)An application must include:
(a)the name of the proposed transferor;
(b)the name of the proposed transferee;
(c)the names of any other parties to the conversion transaction agreement;
(d)the terms of the proposed conversion transaction, including but not limited to a description and valuation of all consideration exchanges as a part of or as a result of the conversion and the extent to which the assets proposed to be converted are public assets;
(e)a copy of the conversion transaction agreement;
(f)a financial and community impact analysis report from an independent expert or consultant that addresses the criteria in 50-4-715 through 50-4-717;
(g)an independent valuation of the fair market value of the nonprofit health entity for a valuation date within 1 year prior to receipt by the nonprofit health entity or publication of a bona fide bid, offer, or letter of intent to acquire the nonprofit health entity; and
(h)an antitrust analysis prepared by an appropriate expert.