States are continuing their increased antitrust legislative and enforcement efforts for healthcare transactions, with Maine and Washington recently expanding their antitrust filing regimes. Maine enacted two statutes: its own healthcare material change transaction antitrust filing law, which includes filing fees, and a separate “mini-HSR” statute that creates a filing requirement for healthcare transactions. While Washington passed its healthcare transaction material change statute over six years ago, it recently expanded its filing rules and added filing fees for certain transactions based on the anticipated value of the transaction.
Key Takeaways
Maine’s “mini-HSR” Act, HP 1481,[1] applies to healthcare transactions broadly and goes into effect on July 29, 2026. Maine’s material change healthcare transaction statute, HP 1480,[2] goes into effect January 1, 2027 and imposes a filing fee and ongoing reporting obligations to the Maine Attorney General. These new requirements focus on acquisitions of Maine covered healthcare entities by private equity, hedge funds, and management services organizations (MSOs), and significantly increase the timeline for these transactions by requiring a filing at least 180 days prior to closing and preliminary review within 60 days of acceptance of the filing.
The filing changes for Washington, which expand the types of entities and healthcare transactions subject to state antitrust filings and impose a new filing fee, are already in effect.
Maine
Adding to the ever-expanding number of states requiring an antitrust filing for certain healthcare transactions, Maine recently enacted two laws that create filing obligations for certain healthcare entities undergoing a material change in control. The statutes do not say whether filing under one requirement is sufficient for both statutes, so a party may be required to make a separate filing under each statute for a single transaction.
“Mini-HSR” Filings
The first healthcare transaction antitrust filing law is outlined in HP 1481, which, similar to other “mini-HSR” acts enacted by other states, requires healthcare entities entering into a transaction that requires a Hart-Scott-Rodino (HSR) filing to file a copy of their HSR filings with the state of Maine. The statute applies to healthcare entities broadly, even if the purchaser is not a private equity company, hedge fund, or MSO, when the following conditions are satisfied:
- The healthcare entity has its principal place of business in Maine; or
- The healthcare entity, or a person the healthcare entity controls directly or indirectly had annual revenue in Maine in the most recent calendar year preceding the filing of at least 20% of the filing threshold of the goods or services involved in the transaction.
The current HSR size-of-transaction filing threshold is $133.9M, making the current mini-HSR threshold in Maine $26.78M. The “goods and services” will be those at issue in the transaction, including all goods and services provided by the seller and, for the buyer, the goods and services that overlap with those sold by the seller. There is a $10,000 per day civil penalty for failing to comply with filing requirements.
Healthcare Material Change Antitrust Filings
Covered Transactions and Healthcare Entities
The second filing requirement, as established in HP 1480, is similar to other healthcare material change transaction antitrust filing laws that have been enacted in other states. But Maine will be only the second state to require a filing fee, which is a yet-to-be-determined amount between $2,000 and $10,000 per transaction. In addition, parties will face a $10,000 per day civil penalty for failing to report a covered transaction.
A “material change” transaction is defined as an acquisition of a majority interest or operational control of a healthcare entity within Maine occurring during a single transaction or in a series of related transactions by a private equity company, hedge fund or MSO.
While the law excludes licensed nursing facilities, dental services providers and dental service organizations (DSOs), and independent provider organizations with fewer than seven providers that lack ownership or control by another entity, it otherwise is drafted to broadly cover several types of healthcare providers. A non-exhaustive list of covered healthcare entities includes:
- Hospitals and other licensed inpatient facilities;
- Health systems that consist of multiple healthcare entities that are jointly owned or managed;
- Ambulatory surgical or treatment centers;
- Residential treatment centers;
- Diagnostic, laboratory, and imaging centers;
- Freestanding emergency facilities;
- Outpatient clinics;
- Rehabilitation and other therapeutic health settings;
- Any person, corporation, partnership, governmental unit, state institution, medical practice or other entity qualified or licensed under state law to perform or provide healthcare services to persons in Maine; or
- Any provider organization, such as a physician organization, independent practice association, accountable care organization, or management services organization, which represents one or more healthcare providers in contracting with insurers for the payment of healthcare services.
Because the new law does not create revenue or transaction-value thresholds, any transaction involving a private equity company, hedge fund, or MSO buyer and a Maine covered healthcare entity will be required to make a filing.
Filing process and timing
The filing parties are required to make their filing with the Maine Department of Health and Human Services (“MDHHS”) 180 days before the parties intend to close the transaction.
A 60-day preliminary review period begins on the day MDHHS deems the filing complete. During this period, MDHHS must approve the transaction without conditions, approve the transaction with conditions, or decide to conduct a comprehensive review.
The filing party must include the following information in its initial notice:
- A list of the parties, terms of the proposed transaction, and copies of all transaction agreements between the parties;
- A statement describing the goals of the transaction and how the transaction affects healthcare services in the state;
- The geographic service area of any hospital affected by the transaction;
- A description of the groups or individuals likely to be affected by the transaction; and
- A summary of the healthcare services currently provided by any of the parties and any services that will be added, reduced, or eliminated, and an explanation as to why any services will be reduced or eliminated.
The information submitted in the notice will be deemed public unless the parties request confidential treatment and MDHHS approves such request. MDHHS will publish a summary of the notice on its website.
A comprehensive review is required if any of the following conditions are met:
- The material change will result in the transfer of assets valued over $100M;
- The material change transaction will lessen competition, including through the effects of vertical or cross-market transactions among different product or geographic markets; or
- MDHHS, at its sole discretion, determines that the material change transaction is likely to have a material impact on the cost, quality, or equity of, or access to, healthcare services in any region in Maine.
If MDHHS determines a transaction is subject to a comprehensive review, MDHHS must hold a public hearing within 90 days to hear comments from interested parties. MDHHS can also request a cost and market impact review and report from the Maine Office of Affordable Health Care, which must be completed within 150 days of MDHHS’s request.
After the transaction closes, the acquiring party must submit reports to MDHHS one, two, and five years after close detailing compliance with any conditions of approval, analyzing cost and growth trends, and evaluating any impacts on patient access, service availability, the workforce, quality of care, and equity.
Washington
Washington has required certain healthcare entities undergoing a material change to make an antitrust filing with its Attorney General’s office since 2020 and has had its “mini-HSR” Act in place for nearly one year.[3] Effective June 11, 2026, however, Washington added a filing fee[4] to its healthcare material change transaction filing requirements. The new filing fees, which are based on the anticipated value of the transaction, are:
- $2,500 for transactions up to $1,000,000;
- $7,500 for transactions over $1,000,000 and up to $4,000,000;
- $15,000 for transactions over $4,000,000 and up to $10,000,000;
- $20,000 for transactions over $10,000,000 and up to $20,000,000;
- $25,000 for transactions over $20,000,000; and
- $2,500 for contracting affiliations involving no transfer of assets.
The filing fee only needs to be paid once per transaction and should be paid by one of the parties to the transaction, not split between the parties.
Following the trend observed in other states and responding to a general wariness about private equity investments in healthcare, Washington has also expanded the types of entities and transactions that now need to make a material change filing to include:
- Transactions involving any entity or person, such as a private equity firm or an individual investor, that result in a change of majority ownership or control of a hospital, hospital system, or provider organization;
- Acquisitions, sales, or transfers of the majority of the assets of a hospital, hospital system, or provider organization; and
- A conversion of a hospital, hospital system, or provider organization from a nonprofit corporation or a foreign nonprofit corporation to either a domestic or foreign for-profit corporation, or a domestic or foreign unincorporated entity.
These changes not only expand the types of transactions that require a filing, but, for the first time, also include a filing fee, which was previously reserved for filings made pursuant to the Hart-Scott-Rodino Act.
FOOTNOTES
[1] 10 MRSA §1102-B (available at https://legislature.maine.gov/legis/bills/getPDF.asp?paper=HP1481&item=3&snum=132)
[2] 22 MRSA c. 106 (available at https://legislature.maine.gov/legis/bills/getPDF.asp?paper=HP1480&item=3&snum=132)
[3] See Premerger Notifications, Washington State Office of the Attorney General (available at https://www.atg.wa.gov/premerger-notifications)
[4] See id.