§ 10-433. Sale or transfer of facility ownership -- Notices

   (a) In general. --

   (1) At least 90 days before the proposed effective date of a sale or other transfer, a provider subject to § 10-432(b) of this subtitle shall file with the Department a statement of intent to transfer ownership or control.

   (2) At least 65 days before the proposed effective date of the sale or other transfer, a provider subject to § 10-432(b) of this subtitle and any proposed new provider shall give written notice of the proposed sale or other transfer, including notice of the place and time of the meeting required by § 10-434(b) of this subtitle, to the subscribers of the affected facility and the Department.

(b) Contents of notice. --

   (1) The written notice to the Department required under subsection (a)(2) of this section shall include:

      (i) the name and address of the existing provider and any proposed new provider and the office of each to which comments may be sent under § 10-434 of this subtitle;

      (ii) the name and address of the affected facility;

      (iii) the organizational structure and management of the provider and the facility after the proposed sale or other transfer is completed, including:

         1. if the provider is to be a corporation or limited liability company, its name, its state of incorporation or formation, and the name of the chief executive officer;

         2. if the provider is to be a partnership, the names of the general partners, the state governing its formation, and the name of the primary individual responsible for managing it;

         3. if the provider is to be an unincorporated association, the names of the members, the state governing its activities, and the name of the primary individual responsible for managing it;

         4. if the provider is to be a trust, the trustee's name, the names of the owners of beneficial interests in the trust, the state that governs it, and the name of the primary individual responsible for overseeing its activities;

         5. if the provider is to be a partnership that has a corporation or limited liability company as one or more of its general partners, the name of each corporation or limited liability company, its state of incorporation or formation, and the name of its chief executive officer; and

         6. the name and occupation of each officer, director, trustee, general partner, principal, and each person who will have a 10% or greater equity or beneficial interest in the provider or in a person that owns or controls the provider;

      (iv) a copy of the corporate charter, partnership agreement, articles of association, membership agreement, or trust agreement that will govern the legal organization of the provider after the sale or transfer;

      (v) a statement of any affiliation with a religious, charitable, or other nonprofit organization after the proposed sale or transfer and the extent, if any, of the affiliate organization's responsibility for the financial and contractual obligations of the provider;

      (vi) the name and address of any business or professional entity in which a person identified in item (iii)6 of this paragraph has a 10% or greater financial interest and that is likely to provide goods, premises, or services with a value of $ 10,000 or more a year to the facility or provider after the sale or transfer, and a description of the goods, premises, or services;

      (vii) the name of the proposed manager or management company that will manage the day-to-day operations of the facility after the sale or other transfer, and a description of the business experience of the manager or company in operating or managing similar facilities;

      (viii) a description of any matter in which a person identified in item (iii)6 of this paragraph:

         1. has been convicted of a felony or pleaded nolo contendere to a felony charge, if the felony involved fraud, embezzlement, fraudulent conversion, or misappropriation of property;

         2. has been held liable or enjoined in a civil action by final judgment, if the civil action involved fraud, embezzlement, fraudulent conversion, or misappropriation as a fiduciary;

         3. was subject to an effective injunctive or restrictive order of a court of record in an action that arose out of or related to business activity or health care, including an action that affected a license to operate a facility or service for senior, impaired, or dependent persons; or

         4. within the past 10 years, had a state or federal license or permit suspended or revoked because of an action brought by a governmental unit arising out of or relating to business activity or health care, including actions affecting a license to operate a facility or service for senior, impaired, or dependent persons;

      (ix) a financial plan provided by the entity that will be the provider after the proposed sale or other transfer is completed in a form reasonably acceptable to the Department that demonstrates the projected effects of the sale or transfer on the financial operations of the provider and the facility, including any obligations of the provider to make payments in connection with the sale or transfer from the financial resources of the provider or the facility; and

      (x) a statement by the entity that will be the provider after the proposed sale or transfer is completed that demonstrates that the sale or transfer is not likely to have an unreasonably adverse effect on:

         1. the provider's financial stability; or

         2. the provider's capacity to perform its continuing care agreement obligations to subscribers.

   (2) In addition to the information required to be provided under paragraph (1) of this subsection, a provider subject to § 10-432(b) of this subtitle and any proposed new provider shall provide to the Department any other information that the Department requires to evaluate the proposed transaction.

   (3) On request, the existing provider and any proposed new provider shall give to a subscriber of the affected facility the information included in the written notice to the Department under paragraph (1) of this subsection.

HISTORY: An. Code 1957, art. 70B, § 11D(b)(1)-(4); 2007, ch. 3, § 2.