CMS Pub. 100-16, ch. 12, § 10.2

In the following situation, the ownership transaction does not ordinarily result in a change

of ownership:

• If Corporation X maintains a contract with CMS and subsequently purchases the

stock of Corporation Y, the ownership of Corporation X has not ordinarily

changed.

In the following situations, the ownership transaction ordinarily results in a change of

ownership as defined in §10.1 above.

• If Corporation A, Corporation B, and Corporation C, all subsidiaries of

Corporation P (a holding company), consolidate into Corporation ABC (a new

legal entity), and Corporation A, B, and C are fully dissolved, this constitutes a

change in ownership in all Corporations A, B, and C.

• If Corporation A sells or transfers portions of its operations, including operations

related to its MA contract to Corporation B, then:

o If Corporation B has already been deemed an eligible MA entity by CMS,

then this constitutes a change in ownership of the MA contract to Corporation

B.

o If Corporation B is not already deemed an eligible MA organization, it must

submit an application for eligibility to CMS as provided in Chapter 11,

"Application Procedures and Contract Requirements,” of this manual.

• If Corporation A, a Medicare Advantage Organization, merges with its parent,

Corporation B, an eligible MA organization, and Corporation A does not survive

the merger, this constitutes a change in ownership for Corporation A.

The following example illustrates how the same transaction may have different effects of

change of ownership on different corporations.

• If Corporation X maintains a contract with CMS and subsequently acquires

Corporation Z, resulting in a merger then:

o If Corporation X survives, the ownership of Corporation X has not changed.

o If Corporation Z survives, this constitutes a change in ownership of

Corporation X.