Premerger Notifications | Washington State

Washington state law requires submission of certain premerger notifications to the Washington State Attorney General’s Office (AGO): material health care transactions and qualifying Hart-Scott-Rodino premerger notifications.

Material Health Care Transactions	Hart-Scott-Rodino Premerger Notifications
Notification is required for any transaction between two or more hospitals, hospital systems, or provider organizations that results in a material change, as defined by RCW 19.390.020 and RCW 19.390.030. Notice must be filed at least 60 days prior to the effective date of the transaction. Notice is required for qualified transactions between: Two Washington state entities (meaning licensed or operating in Washington state), or; Between a Washington state entity and an out-of-state entity (meaning no presence in Washington), if the out-of-state entity generates $10 million or more in health care services revenue from patients residing in Washington. Notice is not required for transactions involving entities that had common ownership or a contracting affiliation prior to the transaction. Common ownership means the parties are controlled directly or indirectly by the same ultimate parent entity, with control meaning holding at least 50% of outstanding voting securities, having the right to designate 50% or more of the profits, or having contractual power to designate 50% or more of the entity’s directors, as applicable.	As of July 27, 2025, Washington requires certain entities that file a Hart-Scott-Rodino (HSR) premerger notification with the federal government to contemporaneously file an HSR premerger notification with the AGO. The premerger notification requirement applies to companies or individuals that: Have a principal place of business in Washington state, Directly or indirectly have annual net sales in this state of goods or services involved in the proposed merger transaction of at least 20 percent of the HSR filing threshold, or Are health care providers or a provider organization as defined in RCW 19.390.020, conducting business in the state. The law includes an additional requirement for companies or individuals that have their principal place of business in Washington. Those entities must include all the attachments, in addition to the HSR form, when they file the premerger notification to the AGO.

Material Health Care Transactions

Hart-Scott-Rodino Premerger Notifications

Notification is required for any transaction between two or more hospitals, hospital systems, or provider organizations that results in a material change, as defined by RCW 19.390.020 and RCW 19.390.030. Notice must be filed at least 60 days prior to the effective date of the transaction.

Notice is required for qualified transactions between:

Two Washington state entities (meaning licensed or operating in Washington state), or;
Between a Washington state entity and an out-of-state entity (meaning no presence in Washington), if the out-of-state entity generates $10 million or more in health care services revenue from patients residing in Washington.

Notice is not required for transactions involving entities that had common ownership or a contracting affiliation prior to the transaction. Common ownership means the parties are controlled directly or indirectly by the same ultimate parent entity, with control meaning holding at least 50% of outstanding voting securities, having the right to designate 50% or more of the profits, or having contractual power to designate 50% or more of the entity’s directors, as applicable.

As of July 27, 2025, Washington requires certain entities that file a Hart-Scott-Rodino (HSR) premerger notification with the federal government to contemporaneously file an HSR premerger notification with the AGO.

The premerger notification requirement applies to companies or individuals that:

Have a principal place of business in Washington state,
Directly or indirectly have annual net sales in this state of goods or services involved in the proposed merger transaction of at least 20 percent of the HSR filing threshold, or
Are health care providers or a provider organization as defined in RCW 19.390.020, conducting business in the state.

The law includes an additional requirement for companies or individuals that have their principal place of business in Washington. Those entities must include all the attachments, in addition to the HSR form, when they file the premerger notification to the AGO.

Is my transaction reportable?

Parties should err on the side of providing notice if they’re unsure whether they’re required to submit a notification about a proposed transaction. The fact that notification is required is not itself indicative of anticompetitive concerns. You may also contact the AGO at hsrnotices@atg.wa.gov to find out whether a transaction is reportable.

For HSR premerger notifications, what are the “goods or services involved in the transaction”?

Washington’s premerger notification law requires a filing where an entity has “annual net sales in this state of good or services involved in the proposed merger transaction.” This provision limits the filing obligation to parties that (1) have economic activity in Washington state; and (2) where those goods and services are part of the proposed transaction.

The following hypothetical illustrates:

Target produces goods and services A and B. Target derives 20% of annual net sales from B in Washington. Target does not generate sales from A in Washington.

Target enters into a transaction in which it will be acquired by Acquirer. Target is required to file in Washington because Target generates 20% of annual net sales in Washington from a product that is involved in the proposed transaction.
Target enters into a transaction to divest B to Acquirer. Target is required to file in Washington because Target generates 20% of annual net sales in Washington from a product that is involved in the proposed transaction.
Target enters into a transaction to divest A to Acquirer. Target is not required to file in Washington because Target does not generate 20% of annual net sales in Washington from a product that is involved in the proposed transaction.

In many cases, we anticipate the parties will have identified the relevant good or services in the normal course of completing the HSR form, which requires parties to describe the acquirer and target’s principal categories of products or services.

Note that there is no goods or services requirement for material health care transactions or for a company with its principal place of business in Washington.

If there is no overlap identified in the HSR form, is a filing required?

The fact that no overlap is identified in the HSR form, standing alone, is not dispositive of the filing requirement.

Considering the following hypothetical:

Target produces goods and services A and B. Target derives 20% of annual net sales from A, but not from B in Washington. Acquirer produces goods and services B and C.

Target enters into a transaction in which it will be acquired by Acquirer. Target is required to file in Washington because Target generates 20% of annual net sales from goods and services in Washington that are involved in the proposed transaction.
Target enters into a transaction to divest A to Acquirer. Target is required to file in Washington because Target generates 20% annual net sales from goods and services in Washington that are involved in the proposed transaction.
Target enters into a transaction to divest B to Acquirer. Target is not required to file in Washington because Target does not generate 20% annual net sales from the goods and services in Washington that are involved in the proposed transaction.

The acquiring entity will have to file in Washington if it, or an entity that it controls directly or indirectly, generates at least 20% of annual net sales from the goods or services in Washington that overlap or potentially overlap with the target’s business assets. The acquiring entity’s HSR form can assist in determining whether there is an overlap or potential overlap with the target’s business assets. Specifically, the new HSR form requires filers to:

Describe the acquirer and target’s principal categories of products or services;
The acquiring person’s current and known products or services that compete (or could compete) with the target, as well as the target’s current and known planned products or services that compete (or could compete) with the acquiring party; and
Filers are required to indicate any overlapping North American Industry Classification System (NAICS) codes for the acquiring person and the target.

On the other hand, if the acquiring entity, or an entity that it controls directly or indirectly, generates 20% of annual net sales in Washington that are unrelated to the goods or services involved in the transaction, then the acquiring entity does not need to file in Washington.

Is an NAICS overlap sufficient to trigger the filing requirement?

The fact that no overlap is identified in the HSR form, standing alone, is not dispositive of the filing requirement. See the previous hypothetical.

In determining annual net sales in Washington, does the phrase “sales in this state” only refer to sales to purchasers in Washington?

No. For purposes of the premerger notification law, a sale in this state occurs when an entity either (1) has a physical presence nexus in Washington; or (2) is organized or commercially domiciled in Washington.

How do I file?

In coming weeks, we plan to implement a new web-based filing system so that parties can designate whether they’re submitting a material health care transaction notice or an HSR premerger notification.

For the time being, if you are submitting notice for a material health care transaction, you should use the AGO’s Notice of Material change form, linked here.

For HSR premerger notification transactions, please email the HSR form to hsrnotices@atg.wa.gov. If you are required to submit HSR attachments, we request that you send all materials via a secure FTP link.

What if my transaction is reportable under both statutes?

The health care notification statute applies to all material health care transactions, regardless of whether the transaction is reportable under HSR. Thus, depending on the size and nature of your material health care transaction, it may be reportable under one or both notification statutes. The statutes contain language that harmonizes instances where a transaction is reportable under both. When the new web-based filing system is implemented, parties will be able to designate whether they are submitting a material health care transaction notice, an HSR premerger notification, or both.

Note that the 60-day advance notice for health care notifications remains in full force and effect. If a material health care transaction is reportable under the federal HSR law, and the parties believe they will be in a position to close their transaction immediately after the 30-day waiting period expires without a second request, parties need to take steps to ensure that the AGO receives the 60 days’ notice required under RCW 19.390.030.

What if I have further questions?

You can contact us via email at hsrnotices@atg.wa.gov or leave a message at 206-587-5510.