Executive Summary

Indiana Gov. Eric Holcomb signed Senate Bill No. 9 (SB 9) on March 13, 2024, that requires Indiana healthcare entities and private equity firms to notify the Office of the Indiana Attorney General (AG) of certain mergers and acquisitions of healthcare entities in Indiana, and became effective on July 1, 2024. It was amended on July 1, 2025, by House Bill 1666 (HB 1666), which changed the existing framework by exempting certain practitioner-owned practices, authorizing the AG to investigate market concentration, and imposing new ownership reporting requirements.

As a reminder, the law requires parties to covered healthcare entity transactions with combined total assets of at least $10 million to provide written notice to the Indiana AG at least 90 days before closing. The Indiana General Assembly enacted this reporting requirement in response to some concerns about healthcare competition and costs in the state. 

Notably, SB 9 functions as a notice regime. It does not confer new substantive authority on the AG to block or delay transactions beyond the 90-day waiting period. However, the AG retains independent authority under existing Indiana antitrust and consumer protection statutes to challenge transactions it may consider anticompetitive.

Scope and Applicability

A “healthcare entity” is broadly defined to include: (1) any organization or business that provides diagnostic, medical, surgical, dental treatment, or rehabilitative care; (2) insurers that issue policies of accident and sickness insurance (with exceptions for workers’ compensation, student health, dental, vision, and long-term care insurance); (3) health maintenance organizations; (4) pharmacy benefit managers; (5) third-party administrators; and (6) private equity partnerships, regardless of where located, seeking to enter into a merger or acquisition with any of the foregoing entities. 

Effective July 1, 2025, HB 1666 narrowed the definition by excluding healthcare providers that are majority owned (or would be majority owned after the transaction) by Indiana-licensed healthcare practitioners who routinely furnish healthcare services in the practitioner-owned practice.

Definitions of Merger and Acquisition. An “acquisition” is defined as “any agreement, arrangement, or activity, the consummation of which, results in a person acquiring directly or indirectly the control of another person.” A “merger” means “any change of ownership, including (1) the acquisition or transfer of assets; or (2) the purchase of stock effectuated by a merger agreement.” Both asset deals and stock deals are expressly covered, as the definition of merger encompasses asset transfers and stock purchases alike, and the definition of “acquisition” captures any arrangement resulting in a change of control. 

Private Equity Roll-Ups. The express inclusion of private equity partnerships, regardless of geographic location, as “healthcare entities” means that PE-sponsored platform acquisitions, add-on acquisitions, and roll-up strategies in the healthcare space are squarely within the statute’s reach. Given the low $10 million total asset threshold, even relatively small add-on transactions by PE-backed platforms will likely trigger notice obligations. 

Asset Threshold and Indiana Nexus. The notice requirement applies when (1) at least one entity is an “Indiana healthcare entity” (i.e., located in or providing services in Indiana), and (2) the combined total assets of the transacting parties (including combined entities and holdings, with no limitation on asset location) equal at least $10 million. The statute references total assets of the parties rather than the transaction size, meaning a large health system acquiring a small practice for a modest price could still trigger the notice obligation if the parties’ combined assets meet the threshold. The statute does not define “Indiana healthcare entity,” and the criteria for that designation remain subject to interpretation. An Indiana AG FAQ states the entity must be “located in or provide services in Indiana.”

Ordinary-Course Exclusion. The Indiana AG has taken the informal position that the notice requirement does not apply to transactions in the ordinary course of a healthcare entity’s business operations, though this position is not reflected in the statutory text.

Filing and Notice Mechanics

Contents of the Notice. The written notice must include the following information from each healthcare entity: (1) business address and federal tax number; (2) name and contact information of a representative concerning the transaction; (3) a description of the healthcare entity; (4) a description of the merger or acquisition, including the anticipated timeline; and (5) a copy of any materials that have been submitted to a federal or state agency concerning the transaction (e.g., HSR filings, state insurance filings). Parties may also submit additional information relevant to the AG’s review, such as a description of service lines and geographic service areas. 

Timing. Written notice must be provided at least 90 days prior to the date of the merger or acquisition. This 90-day period is among the longest of comparable state healthcare transaction notice laws and exceeds the 60-day period recommended by the National Academy for State Health Policy’s Model Act. 

Who Files? The statute places the filing obligation on the “Indiana healthcare entity” involved in the transaction. Where both parties are Indiana healthcare entities, one party may make a joint submission containing the required information for each entity. 

Certification. The notice must be certified before a notary public, which may be executed and separately notarized in counterparts. 

Submission Method. The AG’s office has developed a dedicated submission portal. Parties also continue to provide notice via mail as well.

Fees. The statute does not impose a filing fee.

Confidentiality. The statute provides robust confidentiality protections. The AG must keep confidential all nonpublic information, and any information received or produced by the AG in connection with the reporting statute is confidential and may not be released to the public. 

Substantive Review Standard and Potential Outcomes

AG Review Timeline. The AG must review the submitted materials not later than 45 days after submission of a conforming notice. 

Possible AG Actions. After its initial review, the AG may take one of several paths. First, the AG may inform the parties that it does not intend to seek additional information or continue its review, effectively granting early termination of the waiting period. In practice, the AG has been issuing “notices of no further action” upon completing review, even though such clearance is not expressly contemplated in the statute. Second, the AG may elect to continue its review for the full 90-day waiting period. Third, the AG may provide a written analysis of antitrust concerns to the notifying parties, which must be delivered within the 45-day review window. Fourth, the AG may issue a civil investigative demand (CID) under Indiana Code § 4-6-3 for additional information. 

No Extension of the Waiting Period. The statute does not provide for an extension of the 90-day waiting period, regardless of whether the AG has outstanding concerns. The notice obligations are satisfied once a conforming notice has been submitted and 90 days have passed. However, the AG has cautioned that parties proceeding with a transaction despite identified concerns face potential antitrust challenges under the AG’s separate enforcement authority.

No Approval or Blocking Authority. SB 9 does not grant the AG new authority to approve, deny, enjoin, or condition transactions. Proposals in earlier versions of HB 1666 that would have required AG approval or created a “merger approval board” were ultimately dropped from the enacted legislation.

Market Concentration Investigations (Effective July 1, 2025). HB 1666 separately authorizes the AG to, at any time, “investigate the market concentration of a healthcare entity,” including by issuing a CID. The practical scope of this new authority, and how it differs from the AG’s preexisting investigative powers, remains unclear.

Interplay with Federal HSR and Other Indiana Approvals

Federal HSR Coordination. The Indiana notice requirement operates independently of federal HSR pre-merger notification requirements. If the transaction triggers an HSR filing, all documents filed in connection with HSR must be included in the Indiana AG notice as well. This also extends to materials filed with any other state agencies. Because the $10 million total asset threshold under SB 9 is substantially lower than the federal HSR size-of-transaction thresholds, many Indiana-notifiable transactions will not trigger HSR at all. 

Other Indiana Approvals. The AG notice requirement is in addition to, and not a replacement for, other Indiana regulatory approvals that may apply depending on the entity type. SB 9 does not alter or preempt these separate review processes. Parties should assess all applicable Indiana regulatory filings in parallel.

Separate Antitrust Enforcement. The AG retains full authority to enforce federal antitrust laws, including the Clayton Act, and Indiana antitrust statutes independently of the notice regime. Compliance with the notice requirement does not immunize a transaction from a subsequent antitrust challenge.

Enforcement

Penalties for Noncompliance with the Notice Obligation. Unlike many comparable state laws, SB 9 does not specifically enumerate daily fines or penalties for failure to file the required notice. This gap has been noted by multiple commentators as an area requiring further AG or legislative clarification. 

CID Enforcement. If a healthcare entity fails to comply with a CID issued under the statute, the AG may file a court order to enforce the demand.

Private Right of Action. The statute does not create a private right of action for third-parties or competitors. 

Indirect Enforcement Risk. Even absent specific statutory penalties for failure to notify, a transaction consummated without notice could face a challenge under the AG’s existing antitrust enforcement authority, and the failure to notify may be cited as evidence supporting heightened scrutiny. 

Practical Guidance for Counsel

Deal Timeline Adjustments. The 90-day pre-closing notice requirement materially extends signing-to-closing timelines for covered healthcare transactions. Counsel should build a minimum of 90 calendar days, and ideally 100 to 120 days to allow for preparation and any AG follow-up, into deal schedules from the outset. Where the transaction also triggers federal HSR, the Indiana notice should be filed concurrently or in close sequence with the HSR filing to avoid serial delay.

Conditions Precedent. Purchase agreements should include a closing condition requiring submission of the Indiana AG notice and expiration or early termination of the 90-day waiting period. Counsel should also consider whether the receipt of a “notice of no further action” from the AG should be an additional closing condition, given the AG’s informal practice of issuing such letters. 

Representations, Covenants, and Termination Rights. Sellers and buyers should include representations regarding the applicability of the Indiana notice requirement, covenants to cooperate in preparing and filing the notice and responding to AG inquiries, and negotiated outside dates (drop-dead dates) that account for the 90-day waiting period. Termination rights should address scenarios in which the AG issues a CID or raises antitrust concerns, including allocation of responsibility for compliance costs and any resulting litigation risk. 

Integration Planning. Because the AG may raise antitrust concerns within the waiting period, integration planning for covered transactions should not assume a fixed closing timeline. Parties should prepare for the possibility that the AG’s review generates information requests, follow-up questions, or a written analysis of concerns that requires a substantive response. 

Open Questions and Gray Areas

Several interpretive issues remain unresolved under the current statutory framework and AG guidance:

Definition of Asset and Valuation Methodology. The statute does not define how “total assets” are measured or valued for purposes of the $10 million threshold. It is unclear whether the reference is to book value, fair market value, or another standard. 

Scope of Indiana Healthcare Entity. The statute does not define “Indiana healthcare entity,” and open questions remain about entities that provide services in Indiana through telehealth, through contractual arrangements, or on an occasional basis. 

Ordinary-Course Transactions. The AG has informally indicated that ordinary-course business transactions are excluded, but this carve-out is not reflected in the statute. 

Scope of the HB 1666 Practitioner Exemption. The practitioner-owned practice exemption effective July 1, 2025, raises questions about how to determine “majority ownership” in complex equity structures and whether the exemption applies post-closing where a “friendly doctor” replaces the selling practitioner but does not routinely furnish services. 

Checklist and Timeline