Minnesota 2025-2026 Regular Session

Minnesota Senate Bill SF2972 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New		Differences
1	1		1.1 A bill for an act
2		-	1.2 relating to health care facilities; regulating ~~for-profit entity~~ acquisitions ~~of nursing~~
3		-	1.3 homes and assisted living facilities; ~~amending Minnesota Statutes 2024, sections~~
4		-	1.4 144A.01, subdivision 4; ~~144G.08, subdivision 15; proposing coding for new law~~
5		-	1.5 in Minnesota Statutes, ~~chapter 145D.~~
6		-	1.~~6BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:~~
7		-	1.~~7 Section 1.~~ Minnesota ~~Statutes 2024, section 144A.01, subdivision 4, is amended to read~~:
8		-	1.8 ~~Subd~~. 4~~.Controlling person.(a) "Controlling~~ ~~person" means an owner and the following~~
9		-	1.~~9individuals~~ and ~~entities, if applicable:~~
10		-	1.~~10 (1) each officer of the organization, including the chief executive officer~~ and ~~the chief~~
11		-	1.~~11financial~~ officer;
12		-	1.~~12 (2) the nursing home administrator~~; ~~and~~
13		-	1.13 (3) ~~any managerial official.~~; and
14		-	1.14 (4) ~~if no individual has at least a five percent ownership interest, every individual with~~
15		-	1.~~15an~~ ownership interest ~~in a privately held corporation~~, ~~limited liability company, or other~~
16		-	1.~~16business entity,~~ ~~including~~ a ~~business entity that is publicly traded~~ or ~~nonpublicly traded,~~
17		-	1.~~17that collects capital investments from individuals~~ or ~~entities.~~
18		-	1.~~18 (b) "Controlling~~ ~~person" also means any entity~~ or ~~natural person who has any direct or~~
19		-	1.~~19indirect ownership interest in:~~
20		-	1.~~20 (1) any corporation, partnership or other business association which is a controlling~~
21		-	1.~~21person;~~
22		-	1.~~22 (2) the land on which a nursing home is located~~;
	2	+	1.2 relating to health care facilities; regulating private equity company acquisitions
	3	+	1.3 of nursing homes and assisted living facilities; requiring a study; appropriating
	4	+	1.4 money; amending Minnesota Statutes 2024, sections 144A.01, subdivision 4;
	5	+	1.5 144G.08, subdivision 15; proposing coding for new law in Minnesota Statutes,
	6	+	1.6 chapter 145D.
	7	+	1.7BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
	8	+	1.8 Section 1. Minnesota Statutes 2024, section 144A.01, subdivision 4, is amended to read:
	9	+	1.9 Subd. 4.Controlling person.(a) "Controlling person" means an owner and the following
	10	+	1.10individuals and entities, if applicable:
	11	+	1.11 (1) each officer of the organization, including the chief executive officer and the chief
	12	+	1.12financial officer;
	13	+	1.13 (2) the nursing home administrator; and
	14	+	1.14 (3) any managerial official.; and
	15	+	1.15 (4) if no individual has at least a five percent ownership interest, every individual with
	16	+	1.16an ownership interest in a privately held corporation, limited liability company, or other
	17	+	1.17business entity, including a business entity that is publicly traded or nonpublicly traded,
	18	+	1.18that collects capital investments from individuals or entities.
	19	+	1.19 (b) "Controlling person" also means any entity or natural person who has any direct or
	20	+	1.20indirect ownership interest in:
	21	+	1.21 (1) any corporation, partnership or other business association which is a controlling
	22	+	1.22person;
23	23		1Section 1.
24		-	~~S2972-1 1st Engrossment~~~~SF2972~~ REVISOR SGS
	24	+	25-04758 as introduced03/20/25 REVISOR SGS/LN
25	25		SENATE
26	26		STATE OF MINNESOTA
27	27		S.F. No. 2972NINETY-FOURTH SESSION
28		-	(SENATE AUTHORS: DIBBLE ~~and Abeler~~)
	28	+	(SENATE AUTHORS: DIBBLE)
29	29		OFFICIAL STATUSD-PGDATE
30		-	Introduction and first reading102003/24/2025
31		-	Referred to Human Services
32		-	Comm report: To pass as amended and re-refer to Commerce and Consumer Protection04/01/2025
33		-	Author added Abeler 2.1 (3) the structure in which a nursing home is located;
34		-	2.2 (4) any entity with at least a five percent mortgage, contract for deed, deed of trust, or
35		-	2.3other security interest in the land or structure comprising a nursing home; or
36		-	2.4 (5) any lease or sublease of the land, structure, or facilities comprising a nursing home.
37		-	2.5 (c) "Controlling person" does not include:
38		-	2.6 (1) a bank, savings bank, trust company, savings association, credit union, industrial
39		-	2.7loan and thrift company, investment banking firm, or insurance company unless the entity
40		-	2.8directly or through a subsidiary operates a nursing home;
41		-	2.9 (2) government and government-sponsored entities such as the United States Department
42		-	2.10of Housing and Urban Development, Ginnie Mae, Fannie Mae, Freddie Mac, and the
43		-	2.11Minnesota Housing Finance Agency which provide loans, financing, and insurance products
44		-	2.12for housing sites;
45		-	2.13 (3) an individual who is a state or federal official, a state or federal employee, or a
46		-	2.14member or employee of the governing body of a political subdivision of the state or federal
47		-	2.15government that operates one or more nursing homes, unless the individual is also an officer,
48		-	2.16owner, or managerial official of the nursing home, receives any remuneration from a nursing
49		-	2.17home, or who is a controlling person not otherwise excluded in this subdivision;
50		-	2.18 (4) a natural person who is a member of a tax-exempt organization under section 290.05,
51		-	2.19subdivision 2, unless the individual is also a controlling person not otherwise excluded in
52		-	2.20this subdivision; and
53		-	2.21 (5) a natural person who owns less than five percent of the outstanding common shares
54		-	2.22of a corporation:
55		-	2.23 (i) whose securities are exempt by virtue of section 80A.45, clause (6); or
56		-	2.24 (ii) whose transactions are exempt by virtue of section 80A.46, clause (7).
57		-	2.25 Sec. 2. Minnesota Statutes 2024, section 144G.08, subdivision 15, is amended to read:
58		-	2.26 Subd. 15.Controlling individual.(a) "Controlling individual" means an owner and the
59		-	2.27following individuals and entities, if applicable:
60		-	2.28 (1) each officer of the organization, including the chief executive officer and chief
61		-	2.29financial officer;
62		-	2.30 (2) each managerial official; and
	30	+	Introduction and first reading03/24/2025
	31	+	Referred to Health and Human Services 2.1 (2) the land on which a nursing home is located;
	32	+	2.2 (3) the structure in which a nursing home is located;
	33	+	2.3 (4) any entity with at least a five percent mortgage, contract for deed, deed of trust, or
	34	+	2.4other security interest in the land or structure comprising a nursing home; or
	35	+	2.5 (5) any lease or sublease of the land, structure, or facilities comprising a nursing home.
	36	+	2.6 (c) "Controlling person" does not include:
	37	+	2.7 (1) a bank, savings bank, trust company, savings association, credit union, industrial
	38	+	2.8loan and thrift company, investment banking firm, or insurance company unless the entity
	39	+	2.9directly or through a subsidiary operates a nursing home;
	40	+	2.10 (2) government and government-sponsored entities such as the United States Department
	41	+	2.11of Housing and Urban Development, Ginnie Mae, Fannie Mae, Freddie Mac, and the
	42	+	2.12Minnesota Housing Finance Agency which provide loans, financing, and insurance products
	43	+	2.13for housing sites;
	44	+	2.14 (3) an individual who is a state or federal official, a state or federal employee, or a
	45	+	2.15member or employee of the governing body of a political subdivision of the state or federal
	46	+	2.16government that operates one or more nursing homes, unless the individual is also an officer,
	47	+	2.17owner, or managerial official of the nursing home, receives any remuneration from a nursing
	48	+	2.18home, or who is a controlling person not otherwise excluded in this subdivision;
	49	+	2.19 (4) a natural person who is a member of a tax-exempt organization under section 290.05,
	50	+	2.20subdivision 2, unless the individual is also a controlling person not otherwise excluded in
	51	+	2.21this subdivision; and
	52	+	2.22 (5) a natural person who owns less than five percent of the outstanding common shares
	53	+	2.23of a corporation:
	54	+	2.24 (i) whose securities are exempt by virtue of section 80A.45, clause (6); or
	55	+	2.25 (ii) whose transactions are exempt by virtue of section 80A.46, clause (7).
	56	+	2.26 Sec. 2. Minnesota Statutes 2024, section 144G.08, subdivision 15, is amended to read:
	57	+	2.27 Subd. 15.Controlling individual.(a) "Controlling individual" means an owner and the
	58	+	2.28following individuals and entities, if applicable:
	59	+	2.29 (1) each officer of the organization, including the chief executive officer and chief
	60	+	2.30financial officer;
	61	+	2.31 (2) each managerial official; and
63	62		2Sec. 2.
64		-	~~S2972-1 1st Engrossment~~~~SF2972~~ REVISOR SGS 3.1 (3) any entity with at least a five percent mortgage, deed of trust, or other security interest
	63	+	25-04758 as introduced03/20/25 REVISOR SGS/LN 3.1 (3) any entity with at least a five percent mortgage, deed of trust, or other security interest
65	64		3.2in the facility.; and
66	65		3.3 (4) if no individual has at least a five percent ownership interest, every individual with
67	66		3.4an ownership interest in a privately held corporation, limited liability company, or other
68	67		3.5business entity, including a business entity that is publicly traded or nonpublicly traded,
69	68		3.6that collects capital investments from individuals or entities.
70	69		3.7 (b) "Controlling individual" also means any entity or natural person who has any direct
71	70		3.8or indirect ownership interest in:
72	71		3.9 (1) any corporation, partnership, or other business association such as a limited liability
73	72		3.10company that is a controlling individual;
74	73		3.11 (2) the land on which an assisted living facility is located; or
75	74		3.12 (3) the structure in which an assisted living facility is located.
76	75		3.13 (b) (c) Controlling individual does not include:
77	76		3.14 (1) a bank, savings bank, trust company, savings association, credit union, industrial
78	77		3.15loan and thrift company, investment banking firm, or insurance company unless the entity
79	78		3.16operates a program directly or through a subsidiary;
80	79		3.17 (2) government and government-sponsored entities such as the U.S. Department of
81	80		3.18Housing and Urban Development, Ginnie Mae, Fannie Mae, Freddie Mac, and the Minnesota
82	81		3.19Housing Finance Agency which provide loans, financing, and insurance products for housing
83	82		3.20sites;
84	83		3.21 (3) an individual who is a state or federal official, a state or federal employee, or a
85	84		3.22member or employee of the governing body of a political subdivision of the state or federal
86	85		3.23government that operates one or more facilities, unless the individual is also an officer,
87	86		3.24owner, or managerial official of the facility, receives remuneration from the facility, or
88	87		3.25owns any of the beneficial interests not excluded in this subdivision;
89	88		3.26 (4) an individual who owns less than five percent of the outstanding common shares of
90	89		3.27a corporation:
91	90		3.28 (i) whose securities are exempt under section 80A.45, clause (6); or
92	91		3.29 (ii) whose transactions are exempt under section 80A.46, clause (2);
93	92		3.30 (5) an individual who is a member of an organization exempt from taxation under section
94	93		3.31290.05, unless the individual is also an officer, owner, or managerial official of the license
95	94		3.32or owns any of the beneficial interests not excluded in this subdivision. This clause does
96	95		3Sec. 2.
97		-	~~S2972-1 1st Engrossment~~~~SF2972~~ REVISOR SGS 4.1not exclude from the definition of controlling individual an organization that is exempt from
	96	+	25-04758 as introduced03/20/25 REVISOR SGS/LN 4.1not exclude from the definition of controlling individual an organization that is exempt from
98	97		4.2taxation; or
99	98		4.3 (6) an employee stock ownership plan trust, or a participant or board member of an
100	99		4.4employee stock ownership plan, unless the participant or board member is a controlling
101	100		4.5individual.
102	101		4.6 Sec. 3. [145D.40] DEFINITIONS.
103	102		4.7 Subdivision 1.Application.For purposes of sections 145D.40 to 145D.44, the following
104	103		4.8terms have the meanings given.
105	104		4.9 Subd. 2.Assisted living facility."Assisted living facility" has the meaning given in
106	105		4.10section 144G.08, subdivision 7. Assisted living facility includes an assisted living facility
107	106		4.11with dementia care as defined in section 144G.08, subdivision 8.
108	107		4.12 Subd. 3.Health care professional."Health care professional" means an individual who
109	108		4.13is licensed or registered by the state to provide health care services within the professional's
110	109		4.14scope of practice and in accordance with state law.
111	110		4.15 Subd. 4.Nursing home."Nursing home" means a facility licensed as a nursing home
112	111		4.16under chapter 144A.
113	112		4.17 Subd. 5.Ownership or control."Ownership or control" means the assumption of
114	113		4.18governance or the acquisition of an ownership interest or direct or indirect control by a
115		-	4.19for-profit entity over the operations of a nonprofit nursing home or a nonprofit assisted
116		-	4.20living facility through any means, including but not limited to a purchase, lease, transfer,
117		-	4.21exchange, option, conveyance, creation of a joint venture, or other manner of acquisition
118		-	4.22of assets, governance, an ownership interest, or direct or indirect control of a nonprofit
119		-	4.23nursing home or a nonprofit assisted living facility.
120		-	4.24 Sec. 4. [145D.41] NOTICE, INFORMATION, AND AFFIDAVIT REQUIRED.
121		-	4.25 Subdivision 1.Notice and information.(a) At least 120 days prior to the transfer of
122		-	4.26ownership or control of a nonprofit nursing home or nonprofit assisted living facility to a
123		-	4.27for-profit entity, the nursing home or assisted living facility must provide written notice to
124		-	4.28the attorney general, the commissioner of health, and the commissioner of human services
125		-	4.29of its intent to transfer ownership or control to a for-profit entity.
126		-	4.30 (b) Together with the notice, the for-profit entity seeking to acquire ownership or control
127		-	4.31of the nonprofit nursing home or nonprofit assisted living facility must provide the following
128		-	4Sec. 4.
129		-	S2972-1 1st EngrossmentSF2972 REVISOR SGS 5.1information to the attorney general, commissioner of health, and commissioner of human
130		-	5.2services:
131		-	5.3 (1) the names of each individual with an interest in the for-profit entity and the percentage
132		-	5.4of interest each individual holds in the for-profit entity;
133		-	5.5 (2) a complete and detailed description of the for-profit entity's corporate structure;
134		-	5.6 (3) the names of each individual holding an interest in, and the percentage of interest
135		-	5.7held in, any affiliate, subsidiary, or otherwise related entity that the for-profit entity has a
136		-	5.8contract to provide goods or services for the operation or maintenance of the nursing home
137		-	5.9or assisted living facility or has a contract for goods and services to be provided to residents,
138		-	5.10including any real estate investment trusts if permitted under section 145D.44, subdivision
139		-	5.111;
140		-	5.12 (4) for the previous five years, any filings required to be made to any federal or state
141		-	5.13agency;
142		-	5.14 (5) the for-profit entity's current balance sheet;
143		-	5.15 (6) all application materials required under section 144A.03 or 144G.12, as applicable;
144		-	5.16 (7) a description of the condition of the buildings the for-profit entity seeks to acquire
145		-	5.17or manage, identifying any cooling problems, electric medical devices present, recent exterior
146		-	5.18additions and replacements, external building conditions, recent flush toilet breakdowns,
147		-	5.19foreclosure status in the last 12 months, heat risk, heating problems, indoor air quality,
148		-	5.20recent interior additions and replacements, and mold, as those terms are defined and described
149		-	5.21in Appendix A of the American Housing Survey for the United States: 2023;
150		-	5.22 (8) an affidavit and evidence as required under subdivision 2; and
151		-	5.23 (9) other information required by the attorney general, commissioner of health, and
152		-	5.24commissioner of human services.
153		-	5.25 Subd. 2.Affidavit and evidence.In addition to the notice required under subdivision
154		-	5.261, a for-profit entity seeking to acquire ownership or control of a nonprofit nursing home
155		-	5.27or nonprofit assisted living facility must submit to the attorney general an affidavit and
156		-	5.28evidence sufficient to demonstrate that:
157		-	5.29 (1) the for-profit entity has the financial, managerial, and operational ability to operate
158		-	5.30or manage the nursing home or assisted living facility consistent with the requirements of
159		-	5.31(i) for a nursing home, sections 144A.01 to 144A.1888, chapter 256R, and Minnesota Rules,
	114	+	4.19private equity company over the operations of a nursing home or an assisted living facility
	115	+	4.20through any means, including but not limited to a purchase, lease, transfer, exchange, option,
	116	+	4.21conveyance, creation of a joint venture, or other manner of acquisition of assets, governance,
	117	+	4.22an ownership interest, or direct or indirect control of a nursing home or an assisted living
	118	+	4.23facility.
	119	+	4.24 Subd. 6.Private equity company or company."Private equity company" or "company"
	120	+	4.25means a publicly traded or nonpublicly traded entity that collects capital investments from
	121	+	4.26individuals or entities. Private equity company includes but is not limited to:
	122	+	4.27 (1) a hedge fund;
	123	+	4.28 (2) an individual or investment partnership that operates a private equity fund to acquire
	124	+	4.29ownership or control of business entities;
	125	+	4.30 (3) a venture capital fund as defined in Code of Federal Regulations, title 17, section
	126	+	4.31275.203(l)-1;
	127	+	4.32 (4) a sovereign wealth fund; and
	128	+	4Sec. 3.
	129	+	25-04758 as introduced03/20/25 REVISOR SGS/LN 5.1 (5) any affiliated company or person that directly or through an affiliate acts as a control
	130	+	5.2person.
	131	+	5.3 Subd. 7.Real estate investment trust."Real estate investment trust" has the meaning
	132	+	5.4given in United States Code, title 26, section 856.
	133	+	5.5 Sec. 4. [145D.41] NOTICE, INFORMATION, AND AFFIDAVIT REQUIRED.
	134	+	5.6 Subdivision 1.Notice and information.(a) At least 120 days prior to the transfer of
	135	+	5.7ownership or control of a nursing home or assisted living facility to a private equity company,
	136	+	5.8the nursing home or assisted living facility must provide written notice to the attorney
	137	+	5.9general, the commissioner of health, and the commissioner of human services of its intent
	138	+	5.10to transfer ownership or control to a private equity company.
	139	+	5.11 (b) Together with the notice, the private equity company seeking to acquire ownership
	140	+	5.12or control of the nursing home or assisted living facility must provide the following
	141	+	5.13information to the attorney general:
	142	+	5.14 (1) the names of each individual with an interest in the company and the percentage of
	143	+	5.15interest each individual holds in the company;
	144	+	5.16 (2) a complete and detailed description of the company's corporate structure;
	145	+	5.17 (3) the names of each individual holding an interest in, and the percentage of interest
	146	+	5.18held in, any affiliate, subsidiary, or otherwise related entity that the company has a contract
	147	+	5.19to provide goods or services for the operation or maintenance of the nursing home or assisted
	148	+	5.20living facility or has a contract for goods and services to be provided to residents, including
	149	+	5.21any real estate investment trusts if permitted under section 145D.44, subdivision 1;
	150	+	5.22 (4) for the previous five years, any filings required to be made to any federal or state
	151	+	5.23agency;
	152	+	5.24 (5) the company's current balance sheet;
	153	+	5.25 (6) all application materials required under section 144A.03 or 144G.12, as applicable;
	154	+	5.26 (7) a description of the condition of the buildings the company seeks to acquire or
	155	+	5.27manage, identifying any cooling problems, electric medical devices present, recent exterior
	156	+	5.28additions and replacements, external building conditions, recent flush toilet breakdowns,
	157	+	5.29foreclosure status in the last 12 months, heat risk, heating problems, indoor air quality,
	158	+	5.30recent interior additions and replacements, and mold, as those terms are defined and described
	159	+	5.31in Appendix A of the American Housing Survey for the United States: 2023;
	160	+	5.32 (8) an affidavit and evidence as required under subdivision 2; and
160	161		5Sec. 4.
161		-	S2972-1 1st EngrossmentSF2972 REVISOR SGS 6.1chapter 4658; or (ii) for an assisted living facility, chapter 144G and Minnesota Rules,
162		-	6.2chapter 4659;
163		-	6.3 (2) neither the for-profit entity nor any of its owners, managerial officials, or managers
164		-	6.4have committed a crime listed in, or been found civilly liable for an offense listed in section
165		-	6.5144A.03, subdivision 1, clause (13), or 144G.12, subdivision 1, clause (13), as applicable;
166		-	6.6 (3) in the preceding ten years, there have been no judgments and no filed, pending, or
167		-	6.7completed public or private litigations, tax liens, written complaints, administrative actions,
168		-	6.8or investigations by a government agency against the for-profit entity or any of its owners,
169		-	6.9managerial officials, or managers;
170		-	6.10 (4) in the preceding ten years, the for-profit entity has not defaulted in the payment of
171		-	6.11money collected for others and has not discharged debts through bankruptcy proceedings;
172		-	6.12 (5) the for-profit entity will invest sufficient capital in the nursing home or assisted living
173		-	6.13facility to maintain or improve the facility's infrastructure and staffing;
174		-	6.14 (6)(i) housing costs or costs for services in a nursing home or assisted living facility in
175		-	6.15the United States over which the for-profit entity acquired ownership or control have not
176		-	6.16increased by more than the increase in the Consumer Price Index for all urban consumers
177		-	6.17published by the federal Bureau of Labor Statistics for the 12 months preceding the month
178		-	6.18in which the increase became effective; or (ii) if housing costs or costs for services in the
179		-	6.19nursing home or assisted living facility increased by more than the increase in the Consumer
180		-	6.20Price Index as described in item (i), the increase was justified;
181		-	6.21 (7) within five years after acquiring ownership or control of any other nursing home or
182		-	6.22assisted living facility in the United States, the for-profit entity did not sell or otherwise
183		-	6.23transfer ownership or control of the nursing home or assisted living facility to another person;
184		-	6.24and
185		-	6.25 (8) after acquiring ownership or control of another nursing home in the United States,
186		-	6.26that nursing home, with respect to the Centers for Medicare and Medicaid Services rating
187		-	6.27system:
188		-	6.28 (i) maintained or improved the nursing home's rating if upon acquisition of ownership
189		-	6.29or control the rating was three or more stars; or
190		-	6.30 (ii) improved the nursing home's rating to at least three stars if upon acquisition of
191		-	6.31ownership or control the rating was one or two stars.
	162	+	25-04758 as introduced03/20/25 REVISOR SGS/LN 6.1 (9) other information required by the attorney general.
	163	+	6.2 Subd. 2.Affidavit and evidence.In addition to the notice required under subdivision
	164	+	6.31, a private equity company seeking to acquire ownership or control of a nursing home or
	165	+	6.4assisted living facility must submit to the attorney general an affidavit and evidence sufficient
	166	+	6.5to demonstrate that:
	167	+	6.6 (1) the private equity company has the financial, managerial, and operational ability to
	168	+	6.7operate or manage the nursing home or assisted living facility consistent with the
	169	+	6.8requirements of (i) for a nursing home, sections 144A.01 to 144A.1888, chapter 256R, and
	170	+	6.9Minnesota Rules, chapter 4658; or (ii) for an assisted living facility, chapter 144G and
	171	+	6.10Minnesota Rules, chapter 4659;
	172	+	6.11 (2) neither the private equity company nor any of its owners, managerial officials, or
	173	+	6.12managers have committed a crime listed in, or been found civilly liable for an offense listed
	174	+	6.13in section 144A.03, subdivision 1, clause (13), or 144G.12, subdivision 1, clause (13), as
	175	+	6.14applicable;
	176	+	6.15 (3) in the preceding ten years, there have been no judgments and no filed, pending, or
	177	+	6.16completed public or private litigations, tax liens, written complaints, administrative actions,
	178	+	6.17or investigations by a government agency against the private equity company or any of its
	179	+	6.18owners, managerial officials, or managers;
	180	+	6.19 (4) in the preceding ten years, the company has not defaulted in the payment of money
	181	+	6.20collected for others and has not discharged debts through bankruptcy proceedings;
	182	+	6.21 (5) the private equity company will invest sufficient capital in the nursing home or
	183	+	6.22assisted living facility to maintain or improve the facility's infrastructure and staffing;
	184	+	6.23 (6)(i) housing costs or costs for services in a nursing home or assisted living facility in
	185	+	6.24the United States over which the private equity company acquired ownership or control
	186	+	6.25have not increased by more than the increase in the Consumer Price Index for all urban
	187	+	6.26consumers published by the federal Bureau of Labor Statistics for the 12 months preceding
	188	+	6.27the month in which the increase became effective; or (ii) if housing costs or costs for services
	189	+	6.28in the nursing home or assisted living facility increased by more than the increase in the
	190	+	6.29Consumer Price Index as described in item (i), the increase was justified;
	191	+	6.30 (7) within five years after acquiring ownership or control of any other nursing home or
	192	+	6.31assisted living facility in the United States, the private equity company did not sell or
	193	+	6.32otherwise transfer ownership or control of the nursing home or assisted living facility to
	194	+	6.33another person; and
192	195		6Sec. 4.
193		-	S2972-1 1st EngrossmentSF2972 REVISOR SGS 7.1 Sec. 5. [145D.43] PROHIBITED PRACTICES.
194		-	7.2 A for-profit entity that acquires ownership or control of a nonprofit nursing home or
195		-	7.3nonprofit assisted living facility is prohibited from:
196		-	7.4 (1) interfering with the professional judgment of a health care professional providing
197		-	7.5care in the nursing home or assisted living facility or with a health care professional's
198		-	7.6diagnosis or treatment of residents in the nursing home or assisted living facility;
199		-	7.7 (2) providing unequal treatment with regard to charges for housing or services based on
200		-	7.8whether the resident pays for housing or services with private funds or through a public
201		-	7.9program;
202		-	7.10 (3) engaging in any act, practice, or course of business that would strip an asset from an
203		-	7.11acquired nursing home or assisted living facility or that would otherwise undermine the
204		-	7.12quality of, safety of, or access to care and services provided by the nursing home or assisted
205		-	7.13living facility;
206		-	7.14 (4) engaging in self-dealing;
207		-	7.15 (5) engaging in any acts, practices, or courses of business that result in an adverse impact
208		-	7.16on the health, safety, and well-being and quality of care of the residents of the nursing home
209		-	7.17or assisted living facility;
210		-	7.18 (6) spending less than 75 percent of the funds received by the nursing home or assisted
211		-	7.19living facility from public programs and state appropriations on the direct care of residents;
212		-	7.20 (7) raising resident housing costs beyond the Consumer Price Index for all urban
213		-	7.21consumers published by the federal Bureau of Labor Statistics for the 12 months preceding
214		-	7.22the month in which the increase became effective unless the for-profit entity can demonstrate
215		-	7.23that the increase was justified by legitimate business expenses;
216		-	7.24 (8) allowing a diminution of maintenance or a deterioration in the operations and
217		-	7.25infrastructure of the nursing home or assisted living facility that results in unsafe conditions
218		-	7.26or violations of building and other relevant codes, diminishes the property value of the
219		-	7.27facility, or jeopardizes the health and well-being of the residents; or
220		-	7.28 (9) for a nursing home:
221		-	7.29 (i) failing to improve in the Centers for Medicare and Medicaid Services rating if the
222		-	7.30nursing home's current rating is one or two stars; or
223		-	7.31 (ii) allowing a decline in the Centers for Medicare and Medicaid Services rating if the
224		-	7.32nursing home's current rating is at least three stars.
	196	+	25-04758 as introduced03/20/25 REVISOR SGS/LN 7.1 (8) after acquiring ownership or control of another nursing home in the United States,
	197	+	7.2that nursing home, with respect to the Centers for Medicare and Medicaid Services rating
	198	+	7.3system:
	199	+	7.4 (i) maintained or improved the nursing home's rating if upon acquisition of ownership
	200	+	7.5or control the rating was three or more stars; or
	201	+	7.6 (ii) improved the nursing home's rating to at least three stars if upon acquisition of
	202	+	7.7ownership or control the rating was one or two stars.
	203	+	7.8 Sec. 5. [145D.42] ATTORNEY GENERAL APPROVAL.
	204	+	7.9 Subdivision 1.Approval required.A private equity company is prohibited from
	205	+	7.10acquiring ownership or control of a nursing home or assisted living facility unless, after
	206	+	7.11consultation with the commissioners of health and human services, the attorney general
	207	+	7.12approves the acquisition. In order to approve the acquisition, the attorney general must find
	208	+	7.13that the transfer:
	209	+	7.14 (1) will not result in an adverse impact on the health, safety, and well-being of the
	210	+	7.15residents of the nursing home or assisted living facility;
	211	+	7.16 (2) will not lead to unaffordable increases in resident housing costs;
	212	+	7.17 (3) will not lead to a reduction in the quality of services provided to the residents;
	213	+	7.18 (4) will not lead to reduced maintenance or a deterioration in the operations and
	214	+	7.19infrastructure of the nursing home or assisted living facility;
	215	+	7.20 (5) will not lead to staffing cuts unrelated to a reduction in the resident population or
	216	+	7.21reductions in staffing ratios; and
	217	+	7.22 (6) for a nursing home:
	218	+	7.23 (i) will lead to an improvement in the Centers for Medicare and Medicaid Services rating
	219	+	7.24if the nursing home's current rating is one or two stars; or
	220	+	7.25 (ii) will not lead to a decline in the Centers for Medicare and Medicaid Services rating
	221	+	7.26if the nursing home's current rating is at least three stars.
	222	+	7.27 Subd. 2.Timeline for approval or denial.(a) Except as provided in paragraph (b), if
	223	+	7.28the attorney general does not approve or deny the acquisition of ownership or control within
	224	+	7.29120 days after receiving the notice, information, affidavit, and evidence required under
	225	+	7.30section 145D.41, the attorney general is deemed to have approved the acquisition and the
	226	+	7.31acquisition may occur.
225	227		7Sec. 5.
226		-	S2972-1 1st EngrossmentSF2972 REVISOR SGS 8.1 Sec. 6. ATTORNEY GENERAL ENFORCEMENT .
227		-	8.2 A violation of Minnesota Statutes, section 145D.43, is an unfair and unconscionable
228		-	8.3practice in violation of Minnesota Statutes, section 325F.69, subdivision 1. The attorney
229		-	8.4general may enforce this section under Minnesota Statutes, section 8.31.
230		-	8Sec. 6.
231		-	S2972-1 1st EngrossmentSF2972 REVISOR SGS
	228	+	25-04758 as introduced03/20/25 REVISOR SGS/LN 8.1 (b) If the attorney general determines that the notice, information, affidavit, or evidence
	229	+	8.2provided to the attorney general under section 145D.41 is incomplete or if the attorney
	230	+	8.3general requests additional information from the private equity company, the attorney general
	231	+	8.4may extend the consideration period for an additional 60 days and require the nursing home,
	232	+	8.5assisted living facility, or private equity firm to provide the missing information. If the
	233	+	8.6attorney general does not approve or deny the acquisition of ownership or control within
	234	+	8.7the extended time period, the attorney general is deemed to have approved the acquisition
	235	+	8.8and the acquisition may occur.
	236	+	8.9 Subd. 3.Additional requirements.In addition to the requirements under this section
	237	+	8.10for approval of the acquisition, the attorney general may impose other requirements deemed
	238	+	8.11necessary to protect facility residents or protect the public interest.
	239	+	8.12 Subd. 4.Conditional approval.(a) The attorney general may waive the notice period
	240	+	8.13in section 145D.41, subdivision 1, and issue an immediate, conditional approval of an
	241	+	8.14acquisition of ownership or control if:
	242	+	8.15 (1) the health, safety, and well-being of the nursing home's or assisted living facility's
	243	+	8.16residents are in immediate jeopardy if the acquisition of ownership or control is not
	244	+	8.17immediately effectuated; or
	245	+	8.18 (2) the nursing home or assisted living facility demonstrates a substantial likelihood that,
	246	+	8.19absent a waiver of the notice period, the facility will have to file for bankruptcy under
	247	+	8.20chapter 11 of the Bankruptcy Act, United States Code, title 11, sections 1101 et seq., or that
	248	+	8.21the facility is at imminent risk of liquidation under chapter 7 of the Bankruptcy Act, United
	249	+	8.22States Code, title 11, sections 701 et seq.
	250	+	8.23 (b) Within 90 days after issuing a conditional approval under this subdivision, the attorney
	251	+	8.24general must determine whether to permanently approve the acquisition or withdraw approval
	252	+	8.25for the acquisition. If approval is withdrawn for acquisition of ownership or control of a
	253	+	8.26nursing home, the commissioner of health must appoint a receiver for the nursing home in
	254	+	8.27accordance with sections 144A.15 and 256R.52. If approval is withdrawn for acquisition
	255	+	8.28of ownership or control of an assisted living facility, the attorney general must appoint a
	256	+	8.29receiver for the assisted living facility and apply to the district court in the county in which
	257	+	8.30the assisted living facility is located for confirmation of the appointment. The district court
	258	+	8.31has exclusive jurisdiction in all matters related to the receivership. If a private receiver is
	259	+	8.32appointed, chapter 576 applies.
	260	+	8.33 Subd. 5.Appeals.Within 30 days after receiving notice of the denial, a private equity
	261	+	8.34company that is denied approval to acquire ownership or control of a nursing home or
	262	+	8Sec. 5.
	263	+	25-04758 as introduced03/20/25 REVISOR SGS/LN 9.1assisted living facility may file an appeal with the Office of Administrative Hearings. Upon
	264	+	9.2receiving an appeal under this subdivision, the Office of Administrative Hearings must, at
	265	+	9.3the discretion of the chief administrative law judge, conduct a hearing or refer the matter
	266	+	9.4for a contested case proceeding under chapter 14.
	267	+	9.5 Sec. 6. [145D.43] PROHIBITED PRACTICES.
	268	+	9.6 A private equity company that acquires ownership or control of a nursing home or
	269	+	9.7assisted living facility is prohibited from:
	270	+	9.8 (1) interfering with the professional judgment of a health care professional providing
	271	+	9.9care in the nursing home or assisted living facility or with a health care professional's
	272	+	9.10diagnosis or treatment of residents in the nursing home or assisted living facility;
	273	+	9.11 (2) providing unequal treatment with regard to charges for housing or services based on
	274	+	9.12whether the resident pays for housing or services with private funds or through a public
	275	+	9.13program; or
	276	+	9.14 (3) engaging in any act, practice, or course of business that would strip an asset from an
	277	+	9.15acquired nursing home or assisted living facility or that would otherwise undermine the
	278	+	9.16quality of, safety of, or access to care and services provided by the nursing home or assisted
	279	+	9.17living facility.
	280	+	9.18 Sec. 7. [145D.44] REQUIREMENTS FOLLOWING ACQUISITION OF
	281	+	9.19OWNERSHIP OR CONTROL.
	282	+	9.20 Subdivision 1.Limitation on the use of real estate investment trust.An arrangement
	283	+	9.21between a real estate investment trust and a private equity company that acquired ownership
	284	+	9.22or control of a nursing home or assisted living facility that is related to the acquired nursing
	285	+	9.23home or assisted living facility must be approved by the attorney general before the
	286	+	9.24arrangement is entered into. In order for the arrangement to be approved, the private equity
	287	+	9.25company must demonstrate to the attorney general that:
	288	+	9.26 (1) any increase in housing costs to residents does not exceed the average increase in
	289	+	9.27market rent for residential multifamily properties in the market area in which the nursing
	290	+	9.28home or assisted living facility is located; and
	291	+	9.29 (2) the arrangement does not cause hardship to residents of the nursing home or assisted
	292	+	9.30living facility or impair the residents' ability to afford housing.
	293	+	9.31 Subd. 2.Spending on direct care.A private equity company with ownership or control
	294	+	9.32of a nursing home or assisted living facility must spend at least 75 percent of the funds
	295	+	9Sec. 7.
	296	+	25-04758 as introduced03/20/25 REVISOR SGS/LN 10.1received by the nursing home or assisted living facility from public programs and state
	297	+	10.2appropriations on the direct care of residents.
	298	+	10.3 Subd. 3.Severance pay; employee layoffs.(a) A private equity company with ownership
	299	+	10.4or control of a nursing home or assisted living facility must offer severance pay of no less
	300	+	10.5than four weeks' salary for each year of employment at the nursing home or assisted living
	301	+	10.6facility to all nursing home or assisted living facility employees who are laid off.
	302	+	10.7 (b) Paragraph (a) does not apply if the layoff is related to a reduction in the number of
	303	+	10.8residents at the nursing home or assisted living facility.
	304	+	10.9 Subd. 4.Reports required.A private equity company with ownership or control of a
	305	+	10.10nursing home or assisted living facility must submit reports to the attorney general and the
	306	+	10.11commissioners of health and human services on:
	307	+	10.12 (1) the private equity company's current financial status;
	308	+	10.13 (2) impacts and outcomes of the private equity company's ownership or control on the
	309	+	10.14quality of resident care, resident safety, and the ability of residents to afford housing and
	310	+	10.15care;
	311	+	10.16 (3) impacts of the private equity company's ownership or control on the number of staff
	312	+	10.17serving facility residents, the types of staff serving facility residents, and compensation paid
	313	+	10.18to staff serving facility residents;
	314	+	10.19 (4) any filings the private equity company must make to any federal agency;
	315	+	10.20 (5) the private equity company's annual balance sheet;
	316	+	10.21 (6) the total dollar amount of all fees and expenses collected by the private equity
	317	+	10.22company and related parties, categorized by fee type and purpose;
	318	+	10.23 (7) any management services agreements or sales and leaseback arrangements between
	319	+	10.24the private equity company and any affiliated or nonaffiliated companies, and an itemization
	320	+	10.25by category and amount of the fees paid under the agreement or arrangement;
	321	+	10.26 (8) any services procured by the private equity company from any other entity owned
	322	+	10.27by or affiliated with the private equity company;
	323	+	10.28 (9) all political spending by the private equity company, including contributions and
	324	+	10.29lobbying spending to members of or candidates for the Minnesota legislature and the United
	325	+	10.30States Congress with respect to health care issues;
	326	+	10.31 (10) the number of nursing home or assisted living facility staff by position; information
	327	+	10.32on staff retention; changes, if any, in staff salaries by position; and staffing ratios; and
	328	+	10Sec. 7.
	329	+	25-04758 as introduced03/20/25 REVISOR SGS/LN 11.1 (11) the total number of nursing homes and assisted living facilities in the United States
	330	+	11.2owned or controlled by the private equity company and the location of each facility.
	331	+	11.3A report must be submitted 13 months after the private equity company acquires ownership
	332	+	11.4or control of a nursing home or assisted living facility and every 12 months thereafter while
	333	+	11.5the private equity company has ownership or control of the nursing home or assisted living
	334	+	11.6facility.
	335	+	11.7 Sec. 8. ATTORNEY GENERAL INVESTIGATION.
	336	+	11.8 (a) For purposes of this section, "private equity company" has the meaning given in
	337	+	11.9Minnesota Statutes, section 145D.40, subdivision 6.
	338	+	11.10 (b) The attorney general must investigate the impacts on the state, nursing home residents,
	339	+	11.11and assisted living facility residents of the acquisition of ownership or control by private
	340	+	11.12equity companies of nursing homes and assisted living facilities. In the investigation, the
	341	+	11.13attorney general must:
	342	+	11.14 (1) conduct interviews with nursing home residents, assisted living facility residents,
	343	+	11.15and families of these residents;
	344	+	11.16 (2) identify the number of acquisitions that have occurred in the past ten years, the private
	345	+	11.17equity companies that acquired ownership or control of a nursing home or assisted living
	346	+	11.18facility during this time period, and the principals of each of these private equity companies;
	347	+	11.19and
	348	+	11.20 (3) evaluate the impact of the acquisitions on:
	349	+	11.21 (i) costs of housing and services at acquired nursing homes and assisted living facilities;
	350	+	11.22 (ii) quality of care provided at acquired nursing homes and assisted living facilities;
	351	+	11.23 (iii) staffing levels of acquired nursing homes and assisted living facilities, including
	352	+	11.24staff additions and staff layoffs, and any resulting changes to resident health, safety, and
	353	+	11.25well-being, and to the quality of care provided to residents;
	354	+	11.26 (iv) maintenance, physical condition, resiliency, energy efficiency, and other indicators
	355	+	11.27of a sound building infrastructure of the properties acquired or leased by private equity
	356	+	11.28companies as part of their acquisitions of nursing homes and assisted living facilities;
	357	+	11.29 (v) capital improvements made to acquired nursing homes and assisted living facilities;
	358	+	11.30 (vi) the financial health of acquired nursing homes and assisted living facilities;
	359	+	11Sec. 8.
	360	+	25-04758 as introduced03/20/25 REVISOR SGS/LN 12.1 (vii) the percentage of revenue acquired nursing homes and assisted living facilities
	361	+	12.2spent on marketing and advertising; and
	362	+	12.3 (viii) the percentage of revenue acquired nursing homes and assisted living facilities
	363	+	12.4spent on direct care.
	364	+	12.5 (c) The attorney general must report the findings of this investigation to the chairs and
	365	+	12.6ranking minority members of the legislative committees with jurisdiction over health care
	366	+	12.7by February 15, 2026.
	367	+	12.8 EFFECTIVE DATE.This section is effective the day following final enactment.
	368	+	12.9 Sec. 9. APPROPRIATION; INVESTIGATION OF IMPACTS OF PRIVATE
	369	+	12.10EQUITY FIRM ACQUISITIONS OF NURSING HOMES AND ASSISTED LIVING
	370	+	12.11FACILITIES.
	371	+	12.12 $....... in fiscal year 2026 is appropriated from the general fund to the attorney general
	372	+	12.13for an investigation into the impacts on residents and the state of private equity firm
	373	+	12.14acquisitions of nursing homes and assisted living facilities.
	374	+	12Sec. 9.
	375	+	25-04758 as introduced03/20/25 REVISOR SGS/LN