Antitrust Law Daily Wrap Up, ACQUISITIONS & MERGERS—D. Md.: Justice Department’s settlement with UnitedHealth/Amedisys over merger gets court nod, (Dec 11, 2025)

By Peter Reap, J.D., LL.M.

The approved merger requires the largest divestiture of outpatient healthcare services to resolve a merger challenge—at least 164 home health and hospice locations.

The Justice Department’s Antitrust Division announced that the federal district court for Maryland has given its approval to the settlement it had proposed, together with its state co-Plaintiffs, requiring broad divestitures to resolve their challenge to UnitedHealth Group Incorporated’s (UnitedHealth) $3.3 billion acquisition of Amedisys Inc. In addition, Amedisys must pay a $1.1 million civil penalty to the United States for falsely certifying that it had provided “true, correct, and complete” responses under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976. The Justice Department and the states had challenged the deal as proposed, citing the elimination of competition that would result in the relevant markets if consummated (U.S. v. UnitedHealth Group Inc., No. 1:24-cv-03267-JKB (D. Md. Dec. 9, 2025)).

Background. UnitedHealth is a publicly traded Delaware corporation with its headquarters in Minnetonka, Minnesota. In 2023, UnitedHealth recorded $372 billion in revenue. It is a “vertically integrated insurer, healthcare provider, pharmacy benefit manager, and healthcare software and services vendor.” Amedisys is also a publicly traded Delaware corporation with its headquarters in Baton Rouge, Louisiana. It is a home health and hospice service provider, which earned $2.2 billion in revenue in 2023.

In 2023, UnitedHealth acquired LHC Group, which was the nation’s third largest home health provider and a large hospice provider. Now that it is “under UnitedHealth’s umbrella,” LHC is the second-largest home health provider. In May 2023, UnitedHealth offered to acquire Amedisys for $3.3 billion.

In November 2024, the Justice Department, with the Attorneys General of Maryland, Illinois, New Jersey, and New York, announced the filing of an antitrust complaint in the District of Maryland to block the proposed acquisition. By eliminating competition, the proposed merger was presumptively anticompetitive and illegal, according to the suit. If the merger were to proceed without changes, the combination would result in UnitedHealth’s control of 30% or more of the home health or hospice services in eight states.

UnitedHealth originally proposed to divest certain facilities to VitalCaring Group to facilitate government approval. However, the complaint alleged that the proposed divestitures did not alleviate harm in over 100 home health, hospice, and labor markets. These markets generate at least a billion dollars annually, serve over 200,000 patients, and employ over 4,000 nurses. VitalCaring, in addition, has “lower quality scores than either UnitedHealth or Amedisys” and is facing financial challenges. VitalCaring would not be able to replace the “competitive intensity lost by the merger,” the government contended.

The parties came to an agreement in August 2025 that was filed with the court, with the government satisfied it “protects quality and price competition for hundreds of thousands of vulnerable patients and wage competition for thousands of nurses.”

Final Judgment details. The settlement requires UnitedHealth and Amedisys to divest at least 164 home health and hospice locations (including one affiliated palliative care facility) across 19 states, accounting for approximately $528 million in annual revenue. By number of facilities, this is the largest divestiture of outpatient healthcare services to resolve a merger challenge.

The divestitures must be made to acquirers that, in the government’s sole judgment, have the intent and capability to compete effectively in the provision of home health and hospice care in the areas in which the divestiture assets are located. In addition, the proposed settlement:

• Obligates UnitedHealth to divest eight additional locations if it fails to obtain regulatory approval for the divestiture of associated facilities without the additional locations;

• Imposes a monitor to supervise UnitedHealth’s divestiture of the assets and compliance with the consent decree;

• Provides the divestiture buyers with the assets, personnel, and relationships to compete against UnitedHealth in the overlap areas;

• Incorporates robust protections to strengthen adherence to the decree and deter interference with the divestiture buyers’ ability to compete; and

• Requires Amedisys to pay a $1.1 million civil penalty and train its corporate and field leadership on antitrust compliance for falsely certifying that the company had truthfully, correctly, and completely responded to the United States’ requests for documents.

The court determined that entry of the Final Judgment was in the public interest after considering the entire record, including the Competitive Impact Statement filed by the government as required by the Tunney Act.

Justice Department comments. “Under President Trump and Attorney General Pam Bondi, this Department of Justice has moved quickly to resolve transactions, ensuring Americans see the benefits sooner,” said Associate Attorney General Stanley Woodward. “This settlement preserves competition where it matters most for American families – healthcare.”

“This is a tremendous outcome for competition in the healthcare industry, where competition itself is critical to the public interest and the well-being of all Americans,” said Assistant Attorney General Abigail Slater of the Justice Department’s Antitrust Division. “I commend the Antitrust Division’s Staff for prosecuting this case throughout a contentious litigation to reach this settlement on behalf of seniors, hospice patients, nurses, and their families.”

The Case is No. 1:24-cv-03267-JKB.

Judge: Bredar, J.

Attorneys: Erin K. Murdock, U.S. Department of Justice, for the U.S. Amarto Bhattacharyya (Kirkland & Ellis LLP) for UnitedHealth Group Inc.

Companies: UnitedHealth Group Inc.

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