UnitedHealth-Amedisys Merger: DOJ Settlement, Divestitures, Criticism

UnitedHealth Group’s $3.3 billion acquisition of Amedisys closed on August 14, 2025, after the Department of Justice and four state attorneys general forced the companies to divest at least 164 home health, hospice, and palliative care locations across 19 states, pay a $1.1 million penalty for pre-merger disclosure violations, and submit to a court-appointed compliance monitor. The UnitedHealth Amedisys merger was one of the most heavily contested healthcare deals of the past several years, largely because UnitedHealth’s Optum subsidiary had already bought another major home health company, LHC Group, for $5.4 billion just a year earlier.{¹}{²}

The Deal

UnitedHealth and Amedisys signed their merger agreement on June 26, 2023. Optum agreed to acquire Amedisys in an all-cash transaction at $101 per share, valuing the deal at roughly $3.3 billion. Amedisys would survive as a wholly owned subsidiary of UnitedHealth operating under Optum.{³}{⁴}

At the time of the deal, Amedisys ran more than 400 care centers in 36 states and Washington, D.C., serving roughly 499,000 patients a year.{⁵} Combined with LHC Group’s roughly 964 locations across 37 states, which Optum had bought and closed on in February 2023, the acquisition would make UnitedHealth the country’s largest hospice provider.{⁶}{²}

Why the DOJ Sued to Block It

On November 12, 2024, the Department of Justice, joined by the attorneys general of Maryland, Illinois, New Jersey, and New York, sued to block the merger in the U.S. District Court for the District of Maryland. Judge James K. Bredar was assigned the case.{⁷}{⁸}

The complaint’s main count alleged that the deal violated Section 7 of the Clayton Act. According to the government, combining UnitedHealth and Amedisys would eliminate head-to-head competition in hundreds of local home health markets accounting for $1.6 billion in annual volume, dozens of hospice markets worth $300 million, and hundreds of local nurse labor markets employing more than 8,000 nurses. In total, the DOJ identified at least 172 geographic overlaps concentrated in the southeastern United States, Pennsylvania, Massachusetts, and West Virginia.{⁷}{⁹}

Critics also raised a broader vertical-integration concern. UnitedHealth is the largest health insurer in the country and the largest Medicare Advantage organization, with roughly a 29 percent share of Medicare Advantage as of 2023. Owning insurance, pharmacy benefits, primary care, and now home health together would let the company steer patients toward its own facilities and control reimbursement across the chain.{⁹}

The DOJ also rejected the companies’ pre-suit fix. UnitedHealth and Amedisys had proposed selling overlapping locations to VitalCaring Group, a Texas-based operator. Prosecutors called that inadequate, citing VitalCaring’s lower quality scores, financial condition, and allegations that its CEO was simultaneously running a competitor. The government said the VitalCaring plan failed to address harm in more than 100 markets covering at least $1 billion in annual revenue and 200,000 patients.{¹⁰}{⁷}

Amedisys’s Pre-Merger Disclosure Violations

A separate count of the complaint targeted Amedisys alone. On December 18, 2023, Amedisys had certified that its responses to DOJ document requests under the Hart-Scott-Rodino Act were “true, correct, and complete.” The DOJ later found that certification was false in three ways:

Amedisys failed to recover emails from a roughly 30-day period in May and June 2023, the window when merger negotiations were happening, because of a problem with its email archiving system.
The company produced zero hard-copy documents from any custodian, including extensive handwritten notes kept by its former CEO.
Text messages from more than half of Amedisys’s document custodians were never produced.

After the DOJ confronted the company, Amedisys produced over 2.5 million additional documents, more than the roughly 2.3 million in its original production. The government alleged Amedisys was in continuous HSR Act violation for at least 252 days, from December 18, 2023 through August 26, 2024. With statutory penalties running as high as $53,088 per day, the potential exposure exceeded $13 million.{¹¹}{¹²}

What the Settlement Required

On August 7, 2025, the DOJ and the four state attorneys general announced a proposed settlement letting the deal close under sweeping conditions. The proposed consent decree was filed on August 17, 2025, triggering a 60-day public comment period under the Tunney Act.{¹²}

The main terms:

Divestiture of at least 152 home health locations, 11 hospice locations, and 1 palliative care facility across 19 states, representing about $528 million in annual revenue.
An additional eight locations to be sold if regulators did not approve the primary divestiture package.
Exit from 10 home health and hospice joint ventures.
A $1.1 million civil penalty from Amedisys for its false HSR certifications.
Antitrust compliance training for Amedisys corporate and field leadership.
A court-appointed monitor to oversee the divestiture process and consent decree compliance.
Buyer protections requiring that purchasers receive the assets, personnel, and business relationships needed to compete, with employment contracts for more than 1,800 employees and transition services running up to 365 days, extendable by another 180.

{¹}{¹³}{¹⁴}

The 19 states covered by the divestitures were Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Kentucky, Louisiana, Maryland, Mississippi, Missouri, New Jersey, New York, Ohio, Pennsylvania, South Carolina, Tennessee, Virginia, and West Virginia. Tennessee alone accounted for 42 locations, the largest share.{¹²}

Who Bought the Divested Locations

Two companies picked up the sold-off sites. BrightSpring Health Services, through its Adoration Home Health, Adoration Hospice, and All Saints Hospice affiliates, agreed to take roughly 115 locations. The Pennant Group agreed to take roughly 49.{¹⁵}{¹³} Pennant closed its share on October 1, 2025, buying 54 locations in Tennessee, Georgia, and Alabama for $146.5 million.{¹⁶}

Final Approval and Close

The merger itself closed on August 14, 2025, one week after the settlement was announced. Amedisys became a wholly owned subsidiary of UnitedHealth, and its stock was delisted from Nasdaq.{²}{¹⁷}

On November 4, 2025, Judge Bredar appointed William E. Berlin as compliance monitor. Berlin must file reports on UnitedHealth’s compliance with the consent decree at least every 90 days.{¹⁸} The court entered the Final Judgment on December 10, 2025, giving the settlement full legal effect and terminating the case.{¹}

Criticism of the Outcome

Not everyone accepted that the settlement fixed the competition problem. The American Economic Liberties Project called the deal a capitulation to “one of the most dangerous monopolists in American health care” and said the required divestitures were handed to “similarly conflicted buyers.” The group pointed out that BrightSpring is a highly leveraged company owned by private equity firm KKR and was itself under investigation for violating federal premerger review laws. It characterized the $1.1 million fine as a “0.04% surcharge” on a $3.3 billion deal and predicted price increases, service cuts, and job losses for nurses and caregivers.{¹⁹}

The DOJ said the opposite in its formal response to public comments. The government argued that divestitures covering $528 million in revenue, more than 1,800 employees, and transition support running up to 18 months were sufficient to preserve competition in the affected markets.{¹⁴}

1
U.S. Department of Justice. Court Approves Justice Department’s Settlement in UnitedHealth Group and Amedisys Merger
2
Becker’s Payer Issues. UnitedHealth, Amedisys Complete Merger
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U.S. Department of Justice. Justice Department Sues to Block UnitedHealth Group’s Acquisition of Home Health and Hospice
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U.S. Department of Justice. Justice Department Requires Broad Divestitures to Resolve Challenge to UnitedHealth’s Acquisition
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16
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17
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American Economic Liberties Project. DOJ’s UnitedHealth Group-Amedisys Settlement Is a Win for Big Medicine and a Loss for Hospice Patients and Nurses