§ 151.6. Transfers of ownership.
(a) Transfer of ownership of a facility.
(1) A provider intending to undertake a transfer of ownership of a facility shall notify the Department at least 30 days in advance of the proposed settlement date.
(2) A notice of intention to transfer ownership of a facility may be in the form of a letter, addressed to the Department, and shall contain the following information:
(i) Name and address of the licensed provider from whom ownership will be transferred.
(ii) Name and address of the person intending to acquire the ownership interest.
(iii) Name and address of a facility whose ownership is being transferred.
(iv) Proposed settlement date.
(3) No transfer of ownership of a facility shall be consummated until the person to whom ownership is being transferred obtains a certificate of authority.
(4) When a person to whom ownership is being transferred files an application for a certificate of authority, in addition to the information specified in § 151.3(d) (relating to certificates of authority), the person shall file a statement containing the following information:
(i) The terms and conditions of the transfer of ownership.
(ii) The source of funds to be used to finance the transfer of ownership and, if the funds are to be borrowed, the name of a lender and a summary of the terms and conditions of the loan transactions.
(iii) The plans, arrangements, understandings and intentions of the transferee for the future business and management of the facility, including plans as to the sale of assets or material change in business, corporate structure or management.
(5) A certificate of authority will not be issued under this subsection unless the transferee has agreed in writing to assume the contractual obligations imposed on the current provider by its existing resident agreements.
(b) Change in control of a provider.
(1) For purposes of this subsection, control shall be defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a provider or facility, whether through the equitable or beneficial ownership of voting securities or otherwise. Control of a provider or facility shall be presumed to exist if a person, directly or indirectly, owns, controls, holds with the power to vote, or holds proxies representing 10% or more of the voting securities of the provider or facility. This presumption may be rebutted by a showing that control does not exist in fact.
(2) Upon a change in control of a provider, the provider shall notify the Department within 30 days of the change.
(3) Notice of change in control of a provider may be in the form of a letter, addressed to the Department, and shall contain the following information:
(i) Name and address of the licensed provider affected by the change in ownership or control.
(ii) Name and address of each person acquiring a controlling interest in the provider, and an explanation of the nature of the acquirer’s interest.
(iii) Plans, arrangements, understandings and intentions of the acquirer for the future business and management of a facility affiliated with the provider, including plans as to the sale of assets or material change in business, corporate structure or management.
Source The provisions of this § 151.6 adopted March 15, 1985, effective March 16, 1985, 15 Pa.B. 1051.
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