CMS Pub. 100-16, ch. 12, § 20.2

The organization's notice to CMS regarding a change of ownership, as defined in §10.1

above, must contain the information listed below. This information is reviewed by CMS

to determine whether the new ownership continues to meet legislative and regulatory

requirements for operating a Medicare managed care plan.

• Updated financial information, including the most recent quarterly and annual

financial statements, and pro forma balance and income statements following the

change of ownership. This must include an explanation of long-term loans and a

narrative discussion of the impact of the change of ownership on the financial

health and solvency of the surviving legal entity.

• A detailed listing of the significant steps necessary to complete the transaction,

including the timeframes for submitting required information to CMS.

• In the case of large or publically-traded organizations, documentation of any

contact with, including evaluations conducted by, the Securities and Exchange

Commission (SEC) and the Federal Trade Commission (FTC) with respect to the

impact of the proposed merger.

• The acquisition agreement and closing documents.

• The proposed by-laws and articles of incorporation for the newly-formed legal

entity.

• The proposed organization chart for the surviving entity, including the names and

titles of key management staff.

• The certificate of authority from the State for the new legal entity and the State

MA certification form.

• A brief, written summary of the health care delivery system(s) for each acquired

plan.

• Novation agreements, where necessary, from contracted providers of health care

(as outlined in §30 below).

• The financial plan, that is, balance sheets and revenue and expense statements on

a quarterly basis, for the new legal entity for a minimum of one year beyond the

anticipated date of break-even.

• A listing of available financing to support accumulated deficits, if necessary.

• The Annual Notice of Change/Evidence of Coverage (ANOC/EOC).

• Assurances that any outstanding compliance issues will be fully resolved.

• Assignment of leases for facilities and equipment if the facilities and/or

equipment are necessary to provide services under the contract with CMS.

• Any other relevant documentation requested by CMS.