FTC likely to scrutinize Optum-Amedisys deal: analysts

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Analysts expect the Federal Trade Commission to scrutinize the proposed $3.3 billion deal between UnitedHealth Group’s Optum and home health company Amedisys.

On Monday, Amedisys announced it had accepted the sweetened $101 per share, all-cash offer from UnitedHealth Group’s Optum and pulled the plug on a proposed $3.6 billion all-stock deal with Option Care Health. The announcement came four months after Minnetonka, Minnesota-based UnitedHealth Group closed on its $5.4 billion acquisition of home health company LHC Group. The FTC’s request for additional information delayed that deal for several months.

Optum said in a news release it is confident regulators will approve its deal with Amedisys. The FTC did not respond to requests for comment.

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Amedisys and LHC Group are the nation’s second- and third-largest home health agencies by revenue, respectively. Even though analysts estimate the combined companies only make up about 10% of the highly fragmented home healthcare market, they say this week’s proposed transaction is likely to raise FTC concerns.

“When you go into certain geographic markets, there is overlap between [LHC Group] and Amedisys,” said Scott Fidel, managing director at the financial services company Stephens Inc. “We think from the bottom-up perspective, there probably will be markets where there would be divestitures that would need to be pursued [for regulatory approval].”

The combination could also prompt the FTC to look more closely at future deals that involve the vertical integration of health insurance and care delivery, said Fidel.

It is a trend UnitedHealth Group, Humana and CVS Health have been pursuing in recent years as Medicare Advantage plans grow in popularity with baby boomers.

UnitedHealth Group is the nation’s largest health insurer and largest Medicare Advantage organization by enrollment through its United Healthcare business. The company has also acquired physician practices, a data analytics business, a prescription drug unit and the home healthcare units through its Optum business.

Humana, the nation’s fourth-largest health insurer and second-largest Medicare Advantage organization by enrollment, acquired home health provider Kindred at Home in 2021 and rebranded it under its CenterWell unit, which also owns primary care and pharmacy services.

CVS Health owns Aetna, the nation’s sixth-largest health insurer and fourth-largest Medicare Advantage organization by enrollment. The retail giant also owns pharmacy benefit manager CVS Caremark, home health technology and analytics platform Signify Health and primary care provider Oak Street Health.

The scale that vertically integrated corporations have in some markets could invite inquiries from the FTC about other companies’ ability to price services and attract workers, said Steven Parente, finance professor from the University of Minnesota’s Carlson School of Management.

“Many of these services are really region by region and in some areas they could really squeeze out the competition,” Parente said.

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A report in March by the Brookings Institution, a think tank, raised additional concerns that vertical integration could increase Medicare Advantage plan spending on goods and services related to businesses owned by health insurers.

The Affordable Care Act requires Medicare Advantage plans to spend at least 85% of premium revenues on health expenses, as opposed to administrative costs or profits. However, if a plan is spending money on services that the parent company owns, those expenses could be considered profits, the Brookings Institution said.

Still, some analysts think additional scrutiny of such healthcare deals by the FTC could make it harder for the Centers for Medicare and Medicaid Services to expand value-based care, which ties reimbursements to quality of services. CMS has set a goal of moving 100% of Medicare beneficiaries into value-based care arrangements by 2030.

“That level of integration between physicians, home health and every other part of the healthcare delivery system is what makes value-based care effective,” said Brian Tanquilut, a healthcare equities analyst from Jefferies. “What CMS is basically saying is we want vertical integration, one way or the other.”

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