On February 5, 2026, the Massachusetts Health Policy Commission (HPC) published proposed amendments to its Material Change regulations at 958 CMR 7.00 (the Proposed Amendments). Among other things, the Proposed Amendments broaden the HPC’s market review authority by subjecting more transactions to the HPC’s Material Change Notice (MCN) process and provide the HPC greater latitude to conduct Cost and Market Impact Reviews (CMIRs) of proposed transactions. Below, we summarize the background and timing for public hearing and adoption, and major provisions of the Proposed Amendments.
Background & Timing
In January 2025, Massachusetts enacted Chapter 343 of the Acts of 2024, “An Act Enhancing the Market Review Process” (the Act), which expanded the HPC’s health care market oversight role, including by authorizing the agency to review a wider range of transactions. The Act (which we discussed here) aimed to strengthen regulatory oversight of health care market transactions, conferring more authority not just on the HPC, but also on the Center for Health Information and Analysis (CHIA) and the Attorney General’s Office. The Act focuses on transactions involving private equity, pharmacy benefit managers, real estate investment trusts, and management service organizations, in order to expand the types of transactions subject to the MCN requirement.
The Proposed Amendments seek to codify a number of changes included in the HPC’s Bulletin HPC-2025-01 guidance that went into effect on April 8, 2025. The HPC’s Bulletin provided guidance to providers and provider organizations concerning implementation of the Act. The Bulletin included several new categories of transactions subject to the MCN requirement, new definitions affecting MCNs, as well as changes to the review process for MCNs. The Proposed Amendments are consistent with the Bulletin, with some additional clarifications, as described below. When adopted, the Proposed Amendments will supersede Bulletin HPC-2025-01.
The HPC will conduct a virtual public hearing on the Proposed Amendments at 1:00 PM on March 12, 2026. Interested parties are encouraged to submit either oral or written testimony and comments, and parties may request to provide live testimony during the hearing. The HPC will accept testimony and comments until 5:00 PM on March 20, 2026, and is expected to vote on the final adoption of the Proposed Amendments at its board meeting on April 16, 2026.
Proposed Amendments
The major provisions of the Proposed Amendments are as follows:
- New definitions: The Proposed Amendments add new definitions, including the following definitions allowing for regular adjustment of monetary filing thresholds by the HPC and establishing the type of investors now subject to the Act and any exceptions thereto:
- MCN Filing Threshold and Revenue Increase Threshold: Current regulations apply MCN reporting requirements to providers/provider organizations with more than $25 million in Net Patient Service Revenue (NPSR) as well as to certain transactions that would result in an increase of more than $10 million in NPSR. The Proposed Amendments formally define these monetary thresholds, setting $25 million in NPSR as the “MCN Filing Threshold” (applicable to MCN reporting associated with clinical affiliations) and $10 million in NPSR the “Revenue Increase Threshold” (applicable to MCN reporting associated with mergers, acquisitions, certain other affiliations, and significant capacity increases). These monetary thresholds are subject to annual adjustment by the HPC.
- Private Equity Company and Significant Equity Investor:
- The Proposed Amendments newly define the term “Private Equity Company” in broad terms to refer to any entity that collects capital investments, however organized, and which purchases directly or through another owned or controlled entity, a direct or indirect ownership share of a provider, provider organization, or management services organization (MSO).
- The Proposed Amendments separately define “Significant Equity Investor” as a Private Equity Company that holds—or would hold, following a proposed transaction—any financial interest in a provider, provider organization, or MSO; or any investor that holds—or would hold, following a proposed transaction—equity amounting to more than 10 percent of a provider, provider organization, or MSO.
- Both defined terms include narrow exceptions for venture capital firms exclusively engaged in funding start-ups and early stage businesses; and Significant Equity Investors exclude individual licensed health care providers who practice medicine, dentistry or another health care profession as a full or partial owner of the provider or provider organization.
- Expanded scope of MCN-triggering transactions: The Proposed Amendments would clarify the scope of review for transactions currently subject to the MCN process. These transactions include:
- Mergers or affiliations involving both a provider or provider organization and an insurance carrier, and acquisitions by an insurance carrier of a provider or provider organization (and vice versa).
- Mergers with or acquisitions of hospitals or hospital systems, or of a provider or provider organization by a hospital or hospital system.
- Mergers, acquisitions, or affiliations (including corporate affiliations, contracting affiliations, and employment of health care professionals) where: (a) the arrangement is between providers, or involves one of the following: a provider organization, an MSO that establishes contracts with insurance carriers or third-party administrators, or an entity that represents health care providers (including out-of-state providers) in contracting with payers for health care services; and (b) such arrangement would result in an increase in one party’s NPSR equal to or greater than the Revenue Increase Threshold (defined above), or in one party gaining a dominant market share (as such term is defined in these regulations) in a given service area or region.
- Clinical affiliations between two or more providers or provider organizations that each have a NPSR greater than the MCN Filing Threshold. The Proposed Amendments specify arrangements that explicitly constitute clinical affiliations covered under this requirement, as follows: co-branding, co-located services, complete or substantial staffing of an acute hospital service line, funding EHR interconnectivity, regular and ongoing provision of telemedicine services, preferred provider relationships, and discount arrangements. The Proposed Amendments maintain the pre-existing exclusion for affiliations solely related to clinical trials or graduate medical education programs.
- Any form of partnership, joint venture, accountable care organization, parent corporation, MSO, or other organizational structure created to administer contracts with insurance carriers, third party administrators, or other contractors.
The Proposed Amendments would also add new categories of transactions subject to MCN review:
- Any significant increase to a provider or provider organization’s capacity, including:
- Any increase to capacity that would trigger the Determination of Need (DoN) process due to a Substantial Capital Expenditure (as defined in the DoN regulations at 105 CMR 100.000) or any other basis meeting the monetary criteria for a Substantial Capital Expenditure, andAny increase to capacity that would result in an increase to the provider’s NPSR equal to or greater than the Revenue Increase Threshold (set at $10 million currently) based on expected revenue from the planned capacity (e.g., any increases to operational capacity that do not meet the DoN monetary thresholds for Substantial Capital Expenditures but will result in NPSR increasing at least $10 million).
- Any transaction involving a Significant Equity Investor, including a Private Equity Company (as each are defined above), that results in a partial or complete change of ownership or control of a provider, provider organization, or MSO.
- A significant acquisition, sale, or transfer of provider/provider organization assets, including real estate lease-backs involving the sale of real property used to deliver healthcare services.
- Any conversion of a provider or provider organization from a non-profit entity to a for-profit entity.
- Additional CMIR authority: The Proposed Amendments would additionally allow the HPC to conduct a CMIR if a proposed material change is “likely to have a significant impact” on the competitive market or on the Commonwealth’s ability to meet its financial goals pursuant to the Health Care Cost Growth Benchmark, a metric for cost containment established and updated annually by the HPC. The Proposed Amendments would also give the HPC discretion to conduct a CMIR on any provider organization that exceeded the Health Care Cost Growth Benchmark in the previous year, as reported by CHIA.
- Expanded review and enforcement authority relevant to the MCN and CMIR processes: Under the Proposed Amendments, the HPC would have expanded authority to request information from parties to a transaction and certain other market participants. While the authority to request documents and other materials is not new, the Proposed Amendments add Significant Equity Investors to those from whom information may be requested, including information about the entity’s capital structure, general financial condition, ownership and management, and audited financial statements. HPC may also request information from payers related to a particular MCN.
- Post-transaction review of material changes: The Proposed Amendments would allow the HPC to conduct post-transaction reviews of material changes for up to five years, at its discretion. Under its post-transaction review authority, the HPC would be able to require parties to a material change to submit any data and information it deems necessary to assess the post-transaction impacts, and to make referrals to the Attorney General or other state or federal agencies as appropriate.
Key Takeaways
For health care organizations, the Proposed Amendments reinforce the significantly expanded authority of the HPC to oversee healthcare market transactions and arrangements, and will require close vetting to ensure future transactions and arrangements are appropriately reported. The Proposed Amendments also shed light on how the HPC might exercise its authority to review transactions, particularly those transactions involving private equity investors and MSOs, and those meeting certain financial thresholds. Stakeholders are encouraged to provide public comments on the Proposed Amendments as soon as practicable, and before March 20, 2026, in order to be heard prior to the HPC’s vote on the Proposed Amendments. We will continue to monitor the HPC’s rulemaking and guidance, as well as its implementation of the Proposed Amendments (once approved) and any resulting changes to the MCN process.