Maine and Washington are the latest states to enact or expand their healthcare-related premerger notification requirements. Maine’s new requirements, set forth in HP 1480 and HP 1481, create new filing obligations, while Washington has expanded its existing healthcare filing regime and added filing fees for certain transactions. These state requirements are in addition to the requirements of the federal HSR Act, which requires parties contemplating deals exceeding certain thresholds to file a premerger notification form with the Federal Trade Commission and the U.S. Department of Justice Antitrust Division.
Maine
HP 1481 becomes effective on July 29, 2026. The law requires healthcare entities filing HSR premerger notifications to concurrently submit a copy of their HSR materials to the Maine Attorney General when: a healthcare entity that is party to the transaction has (a) its principal place of business in Maine or (b) annual revenue in Maine in the most recent calendar year of at least 20% of the federal HSR filing threshold for the goods or services involved in the transaction. HP 1481 mirrors Colorado’s and Washington’s general mini-HSR laws but it is limited to transactions involving healthcare entities.
HP 1480 becomes effective January 1, 2027. The law requires covered healthcare entities to provide written notice to the Maine Department of Health and Human Services at least 180 days before closing a “material change transaction.” Covered healthcare entities include healthcare providers, licensed healthcare facilities, and provider organizations, but do not include licensed nursing facilities, dental services providers, and independent provider organizations with fewer than seven providers. A material change transaction occurs when a private equity company, hedge fund, or management services organization controlled by a private equity company or a hedge fund acquires a majority interest in or operational control of a healthcare entity in Maine.
The statute directs DHHS to set filing fees between USD2,000 and USD10,000. Following a 60-day preliminary review period, DHHS may either approve the transaction or initiate a comprehensive review, which is required where the transaction involves the transfer of assets valued at more than USD100M, is expected to lessen competition, or could materially affect the cost, quality, or access to healthcare services.
Noncompliance with either statute can result in penalties of up to USD10,000 per day.
Washington
Washington has had a premerger notification requirement for healthcare entities undergoing a material change since 2020. Effective June 11, 2026, Washington expanded covered transactions to include:
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transactions involving any person or entity that result in a change in majority ownership or control of a hospital, hospital system, or provider organization
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acquisitions, sales, or transfers of the majority of the assets of a hospital, hospital system, or provider organization
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conversions of a hospital, hospital system, or provider organization from a nonprofit corporation to a for-profit corporation or an unincorporated entity.
Washington also added transaction-value-based filing fees applicable to healthcare material change transactions. The fees range from USD2,500 to USD25,000, depending on the anticipated value of the transaction.
We regularly advise clients on transaction notification requirements and help clients navigate state and federal antitrust notification processes. Please reach out to the authors or your regular contacts with any questions.
Michelle Slezinger, law clerk, co-authored this blog.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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