# United States, et al. v. UnitedHealth Group Incorporated, et al.; Response of Plaintiff United States to Public Comments on the Proposed Final Judgment
Notice is hereby given pursuant to the Antitrust Procedures and Penalties Act, 15 U.S.C. 16(b)-(h), that the Response of Plaintiff United States to Public Comments on the Proposed Final Judgment has been filed with the United States District Court for the District of Maryland in *United States of America, et al.* v. *UnitedHealth Group Incorporated, et al.,* Civil Action No. 1:24-cv-03267.
Copies of the Public Comments and the United States' Response are available for inspection on the Antitrust Division's website at *http://www.justice.gov/atr.*
Suzanne Morris,
Deputy Director Civil, Enforcement Operations, Antitrust Division.
**United States District Court for the District of Maryland**
*United States of America, et al.,* Plaintiffs, v. *UNITEDHEALTH GROUP INCORPORATED,* and *AMEDISYS, INC.,* Defendants.
Case No. 1:24-cv-03267-JKB
Judge James K. Bredar
**Response of Plaintiff United States to Public Comments on the Proposed Final Judgment**
Pursuant to the Antitrust Procedures and Penalties Act, 15 U.S.C. 16(b)-(h) (the “Tunney Act”), the United States submits this response to the public comments it received regarding the proposed Final Judgment in this case. The United States received 173 comments about the proposed remedy, which are summarized and addressed below. After careful consideration of the submitted comments, the United States continues to believe that the proposed remedy is in the public interest because it will provide an effective and appropriate remedy for the antitrust violations the Complaint alleged. The proposed Final Judgment remedies most of the lost competition that the Complaint alleged would otherwise have resulted from the acquisition of Amedisys, Inc. (“Amedisys”) by UnitedHealth Group Incorporated (“UnitedHealth”). The proposed Final Judgment will also remedy Amedisys's violation of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), 15 U.S.C. 18a.
Specifically, the proposed Final Judgment will protect competition by requiring Defendants to divest 152 home health locations, 11 hospice locations, and 1 palliative care location in local markets in 19 states throughout the country to BrightSpring Health Services, Inc. (“BrightSpring”), The Pennant Group, Inc. (“Pennant”), or another acquirer acceptable to the United States. Further, it will remedy Amedisys's violation of the HSR Act by requiring Amedisys to pay a civil penalty of $1.1 million and to conduct antitrust compliance training for corporate leadership and their direct reports and certain Amedisys field leadership for all lines of business.
After this Response has been published in the *Federal Register**,* pursuant to 15 U.S.C. 16(d), the United States will move that the Court enter the proposed Final Judgment. [^1]
[^1] On November 10, 2025, the United States moved the Court to permit the United States to publish the public comments on the Antitrust Division's website due to the expense of publishing the comments in the *Federal Register* and the accessibility to the public of the Division's website. (Dkt. 242). The Court granted that motion on November 12, 2025. (Dkt 243). Those comments will be accessible at *www.justice.gov/atr.*
**I. Procedural History**
On November 12, 2024, the United States, along with the Attorneys General of Maryland, Illinois, New Jersey, and New York (collectively, the “Plaintiff States”), filed a civil antitrust Complaint (Dkt. 1) seeking to enjoin the proposed acquisition. The Complaint alleges that UnitedHealth's acquisition of Amedisys threatens to substantially lessen competition in local home health, hospice, and nurse labor markets throughout the country in violation of Section 7 of the Clayton Act, 15 U.S.C. 18. In the Complaint, the United States also alleges that Amedisys erroneously and inaccurately certified compliance with its obligations under the HSR Act, 15 U.S.C. 18a.
On August 7, 2025, Plaintiffs filed the proposed Final Judgment, as well as a stipulation signed by all parties that consent to entry of the proposed Final Judgment after compliance with the requirements of the Tunney Act. [^2] (Dkt. 198-1, 198-2). On August 8, 2025, the United States filed a Competitive Impact Statement describing the proposed Final Judgment. (Dkt. 202).
[^2] The settlement arose out of mediation, which was ordered by the Court on February 25, 2025. (Dkt. 116).
The United States arranged for the publication of the Complaint, the proposed Final Judgment, and the Competitive Impact Statement in the *Federal Register* on August 14, 2025, and caused notice regarding the same, together with directions for the submission of written comments relating to the proposed Final Judgment, to be published in *The Washington Post* from August 17 to August 23, 2025, and in the *Baltimore Sun* from August 16 to August 22, 2025. The 173 public comments received in response are described below and attached as Exhibit A. [^3] The 60-day period for public comment has now ended.
[^3] Individual commenters' street addresses, personal phone numbers, the email domains of individuals' email addresses, as well as the name of one self-identified employee of UnitedHealth have been redacted from the comments.
**II. Standard of Judicial Review**
Under the Clayton Act and Tunney Act, proposed Final Judgments, or “consent judgments,” in antitrust cases brought by the United States are subject to a 60-day comment period, after which the Court shall determine whether entry of the proposed Final Judgment “is in the public interest.” 15 U.S.C. 16(e)(1). In making that determination, the Tunney Act, as amended in 2004, directs the Court to consider the following factors:
(A) the competitive impact of such judgment, including termination of alleged violations, provisions for enforcement and modification, duration of relief sought, anticipated effects of alternative remedies actually considered, whether its terms are ambiguous, and any other competitive considerations bearing upon the adequacy of such judgment that the court deems necessary to a determination of whether the consent judgment is in the public interest; and
(B) the impact of entry of such judgment upon competition in the relevant market or markets, upon the public generally and individuals alleging specific injury from the violations set forth in the complaint including consideration of the public benefit, if any, to be derived from a determination of the issues at trial.
15 U.S.C. 16(e)(1)(A) & (B).
In considering these statutory factors, the Court's inquiry is necessarily a limited one, as the government is entitled to “broad discretion to settle with the defendant within the reaches of the public interest.” *United States* v. *Microsoft Corp.,* 56 F.3d 1448, 1461 (D.C. Cir. 1995); *United States* v. *U.S. Airways Grp., Inc.,* 38 F. Supp. 3d 69, 75 (D.D.C. 2014) (explaining that the “court's inquiry is limited” in Tunney Act settlements); *United States* v. *InBev N.V./S.A.,* No. 08-1965 (JR), 2009 U.S. Dist. LEXIS 84787, at *3 (D.D.C. Aug. 11, 2009) (noting that a court's review of a proposed final judgment is limited and only inquires “into whether the government's determination that the proposed remedies will cure the antitrust violations alleged in the complaint [is] reasonable, and whether the mechanisms to enforce the final judgment are clear and manageable”); *United States* v. *Charleston Area Med. Ctr., Inc.,* No. 2:16-3664, 2016 U.S. Dist. LEXIS 145963 at *5 (S.D.W.V. Oct. 21, 2016) (“In evaluating whether the proposed final judgment is in the public interest, the inquiry is `a narrow one.'” (quoting *Massachusetts* v. *Microsoft Corp.,* 372 F.3d 1199, 1236 (D.C. Cir. 2004))).
As the U.S. Court of Appeals for the District of Columbia Circuit has held, under the Tunney Act, a court considers, among other things, the relationship between the remedy secured and the specific allegations in the government's complaint, whether the proposed final judgment is sufficiently clear, whether its enforcement mechanisms are sufficient, and whether it may positively harm third parties. *See Microsoft,* 56 F.3d at 1458-62. With respect to the adequacy of the relief secured by the proposed Final Judgment, a court may not “make de novo determination of facts and issues.” *United States* v. *W. Elec. Co.,* 993 F.2d 1572, 1577 (D.C. Cir. 1993) (quotation marks omitted); *see also Microsoft,* 56 F.3d at 1460-62; *United States* v. *Alcoa, Inc.,* 152 F. Supp. 2d 37, 40 (D.D.C. 2001); *United States* v. *Enova Corp.,* 107 F. Supp. 2d 10, 16 (D.D.C. 2000); *InBev,* 2009 U.S. Dist. LEXIS 84787, at *3. Instead, “[t]he balancing of competing social and political interests affected by a proposed antitrust [judgment] must be left, in the first instance, to the discretion of the Attorney General.” *W. Elec. Co.,* 993 F.2d at 1577 (quotation marks omitted). “The court should also bear in mind the *flexibility* of the public interest inquiry: the court's function is not to determine whether the resulting array of rights and liabilities is the one that will *best* serve society, but only to confirm that the resulting settlement is within the *reaches* of the public interest.” *Microsoft,* 56 F.3d at 1460 (internal quotation marks omitted); *see also United States* v. *Deutsche Telekom AG,* No. 19-2232 (TJK), 2020 WL 1873555, at *7 (D.D.C. Apr. 14, 2020). More demanding requirements would “have enormous practical consequences for the government's ability to negotiate future settlements,” contrary to congressional intent. *Microsoft,* 56 F.3d at 1456. “The Tunney Act was not intended to create a disincentive to the use of the consent [judgment].” *Id.*
The United States' predictions about the efficacy of the remedy are to be afforded deference by the Court. *See, e.g., Microsoft,* 56 F.3d at 1461 (recognizing courts should give “due respect to the Justice Department's . . . view of the nature of its case”); *United States* v. *Republic Servs., Inc.,* 723 F. Supp. 2d 157, 160 (D.D.C. 2010) (noting “the deferential review to which the government's proposed remedy is accorded”); *United States* v. *Archer-Daniels-Midland Co.,* 272 F. Supp. 2d 1, 6 (D.D.C. 2003) (“A district court must accord due respect to the government's prediction as to the effect of proposed remedies, its perception of the market structure, and its view of the nature of the case.”). The ultimate question is whether “the remedies [obtained by the Final Judgment are] so inconsonant with the allegations charged as to fall outside of the `reaches of the public interest.'” *Microsoft,* 56 F.3d at 1461.
Moreover, the Court's role under the Tunney Act is limited to reviewing the remedy in relationship to the violations that the United States has alleged in its Complaint and does not authorize the Court to “construct [its] own hypothetical case and then evaluate the decree against that case.” *Microsoft,* 56 F.3d at 1459; *see also U.S. Airways,* 38 F. Supp. 3d at 75 (noting that the court must simply determine whether there is a factual foundation for the government's decisions such that its conclusions regarding the proposed settlements are reasonable); *InBev,* 2009 U.S. Dist. LEXIS 84787, at *20 (“[T]he `public interest' is not to be measured by comparing the violations alleged in the complaint against those the court believes could have, or even should have, been alleged.”). Because the “court's authority to review the decree depends entirely on the government's exercising its prosecutorial discretion by bringing a case in the first place,” it follows that “the court is only authorized to review the decree itself,” and not to “effectively redraft the complaint” to inquire into other matters that the United States did not pursue. *Microsoft,* 56 F.3d at 1459-60. Further, “[i]n evaluating objections to settlement agreements under the Tunney Act, a court must be mindful that [t]he government need not prove that the settlements will perfectly remedy the alleged antitrust harms[;] it need only provide a factual basis for concluding that the settlements are reasonably adequate remedies for the alleged harms.” *United States* v. *Iron Mountain, Inc.,* 217 F. Supp. 3d 146, 152-53 (D.D.C. 2016) (internal citations omitted). The Court's authority is essentially binary: it may approve a proposed final judgment that falls within the “reaches of the public interest,” or it may reject one that does not. *Microsoft,* 56 F.3d at 1461-62. “Short of that eventuality, the Tunney Act cannot be interpreted as an authorization for a district judge to assume the role of Attorney General.” *Id.* at 1462. [^4]
[^4] If the Court concludes that the proposed Final Judgment is not in the public interest, each party must then determine its next steps for the litigation, which may include continuing to litigate the case, attempting to settle the case on different terms, or Plaintiffs' dismissing the case.
In its 2004 amendments to the Tunney Act, Congress made clear its intent to preserve the practical benefits of using judgments proposed by the United States in antitrust enforcement and added the unambiguous instruction that “[n]othing in this section shall be construed to require the court to conduct an evidentiary hearing or to require the court to permit anyone to intervene.” Public Law 108-237, 221, 118 Stat. 668-69 (codified as amended at 15 U.S.C. 16(e)(2)); *see also U.S. Airways,* 38 F. Supp. 3d at 76 (indicating that a court is not required to hold an evidentiary hearing or to permit intervenors as part of its review under the Tunney Act). This language explicitly wrote into the statute what Congress intended when it first enacted the Tunney Act in 1974. As Senator Tunney explained: “The court is nowhere compelled to go to trial or to engage in extended proceedings which might have the effect of vitiating the benefits of prompt and less costly settlement through the consent [judgment] process.” 119 Cong. Rec. 24,598 (1973) (statement of Sen. Tunney). “A court can make its public interest determination based on the competitive impact statement and response to public comments alone.” *U.S. Airways,* 38 F. Supp. 3d at 76 (citing *Enova Corp.,* 107 F. Supp. 2d at 17).
**III. The Investigation, the Harm Alleged in the Complaint, and the Proposed Final Judgment**
The proposed Final Judgment is the culmination of a thorough investigation conducted by the Antitrust Division of the U.S. Department of Justice regarding UnitedHealth's proposed acquisition of Amedisys and Amedisys's violation of the HSR Act, as well as eight months of intensive litigation regarding the transaction. Based on the evidence gathered during the investigation, the United States concluded that (a) the proposed acquisition was likely to substantially lessen competition in local home health, hospice, and nurse labor markets throughout the country, in violation of 15 U.S.C. 18; and (b) Amedisys's erroneous and inaccurate certification related to its production of documents and information during the Antitrust Division's investigation violated the HSR Act, 15 U.S.C. 18a.
UnitedHealth is the owner of LHC Group, Inc. (“LHC”), which is the nation's largest home health provider and a large provider of hospice services. (Dkt. 202 at 3). UnitedHealth's acquisition target, Amedisys, is the second-largest home health provider in the United States and third-largest provider of hospice services. (Dkt. 202 at 4). UnitedHealth's acquisition of Amedisys would have eliminated the direct competition between UnitedHealth and Amedisys and increased concentration enough to render the acquisition presumptively anticompetitive in hundreds of local home health markets, local hospice markets, and local home health and hospice nurse labor markets. (Dkt. 1 at ¶ 51).
The proposed Final Judgment provides an effective and appropriate remedy for the likely competitive harms arising from UnitedHealth's acquisition of Amedisys. The proposed Final Judgment has several components, which the parties agreed to abide by during the pendency of the Tunney Act proceeding, and which the Court ordered in the Asset Preservation and Hold Separate Stipulation and Order, entered on August 11, 2025. (Dkt. 203).
First, Defendants must divest all offices and contracts for 152 home health, 11 hospice, and one palliative care branches and agencies across 19 states. These facilities, which are identified in the proposed Final Judgment, must be divested to BrightSpring, Pennant, or another acquirer acceptable to the United States in its sole discretion, after consultation with any affected Plaintiff State. In addition, six of the home health locations that Defendants must divest share licenses or certifications and federal Centers for Medicare and Medicaid Services (“CMS”) identification numbers with locations that Defendants are retaining. Defendants may be required to divest up to eight additional home health locations if these six divested locations are not able to obtain the necessary regulatory approvals to operate as they did on July 17, 2025, or to bill CMS for the treatment of Medicare or Medicaid patients.
Second, the proposed Final Judgment contains provisions intended to facilitate the acquirers' efforts to hire certain employees. The divested assets must include employment contracts for more than 1,800 “Relevant Personnel,” who are full-time, part time, or contract employees of the Defendants whose work supports the operations of the divested home health, hospice, and palliative care agencies and branches.
Third, the proposed Final Judgment requires Defendants to provide certain services to maintain the viability and competitiveness of the divestiture assets during the transition to the acquirers. These transition services must be provided for a period of up to 365 calendar days on terms and conditions reasonably related to market conditions for the provision of transition services. The United States can approve one or more extensions of this period in its sole discretion, for up to an additional 180 calendar days. An acquirer may terminate the transition services agreement, or any portion of it, without cost or penalty at any time upon 30 days' notice.
The proposed Final Judgment also includes robust mechanisms that will allow the United States and the Court to monitor the effectiveness of the relief and to enforce compliance. For example, the proposed Final Judgment provides for the appointment of a monitor who has the power and authority to investigate and report on Defendants' compliance with the terms of the Final Judgment and the Asset Preservation and Hold Separate Stipulation and Order during the pendency of the divestitures and is required to file reports with the United States at least every 90 days. On November 4, 2025, the Court appointed William Berlin as the monitor. (Dkt. 241). He is actively working to ensure that all outstanding divestitures proceed appropriately.
In addition, the proposed Final Judgment provides the United States with the ability to investigate Defendants' compliance with the Final Judgment and expressly retains and reserves all rights for the United States to enforce the provisions of the proposed Final Judgment, including its rights to seek an order of contempt from the Court.
Finally, the proposed Final Judgment resolves the United States' claim relating to Amedisys's violation of the HSR Act by requiring Amedisys to pay a civil penalty of $1.1 million within 30 days of the Court's entry of the Final Judgment. Amedisys must also conduct antitrust compliance training, the form and content of which must be approved by the United States, for its corporate leadership and their direct reports and certain field leadership for all lines of business.
Together, these requirements of the proposed Final Judgment will preserve competition in local home health, hospice, and nurse labor markets and provide an appropriate remedy for Amedisys's violation of the HSR Act.
**IV. Summary of Public Comments and the United States' Response**
The United States received 173 comments about the proposed Final Judgment. Of those, 169 (or 97%)—of which 164 were emails of a page or less—did not specifically address any local home health, hospice, and nurse labor markets or the proposed remedy, raised issues far broader than the merger such as general concerns about monopolization in healthcare, or otherwise made complaints outside the scope of the Court's Tunney Act review such as criticizing the United States for settling the matter rather than continuing to litigate it.
However, in addition to these very general comments, the United States received more detailed comments from the American Economic Liberties Project; the owner of a home health company; the CEO of a healthcare consulting firm; and an individual comparing Pennant's employee benefits plans to those of LHC and Amedisys.
**A. Comments Asserting General Harm to Home Health or Hospice Patients or to Nurses Without Analysis or Substantiation**
Several comments assert that the acquisition will harm home health or hospice patients or nurses (or patients or workers generally), including by eliminating competition. [^5] For example, one commenter writes that the acquisition “will allow the conglomerate to get away with increased costs, reduced quality of services and poor working conditions for employees.” [^6] Another commenter states that the acquisition would “drive up prices for consumers during their most stressful events due to lack of healthy competition” and there would be “[n]o incentive to lower prices whatsoever,” noting that UnitedHealth “will not be threatened by a smaller competitor.” [^7] Similarly, several commenters assert that the United States has “cav[ed] to Big Medicine at the expense of vulnerable hospice patients and the workers who care for them.” [^8]
[^5] TC-007; TC-009; TC-020; TC-031; TC-041; TC-043; TC-045; TC-046; TC-047; TC-048; TC-049; TC-050; TC-051; TC-056; TC-064; TC-087; TC-093; TC-096; TC-100; TC-111; TC-112; TC-115; TC-121; TC-122; TC-123; TC-124; TC-126; TC-140; TC-141; TC-149; TC-156; TC-158; TC-161.
[^6] TC-045.
[^7] TC-066.
[^8]*See, e.g.,* TC-007; TC-050; TC-054; TC-060; TC-064.
These comments do not discuss any of the local home health, hospice, or labor markets that were alleged in the Complaint or how the proposed remedy is allegedly inadequate to resolve the competitive harm that would be created by the merger in those markets. The United States agrees that the proposed merger, unremedied, poses a substantial threat to competition. But the divestitures Defendants agreed to in the proposed Final Judgment address those concerns.
As described in the Competitive Impact Statement (Dkt. No. 202), the proposed Final Judgment requires significant divestitures to restore most of the lost competition that the Complaint alleges would have otherwise resulted from UnitedHealth's acquisition of Amedisys and is therefore in the public interest. In settling a contested litigation, the United States was not required to secure a remedy that addresses the harm in every market alleged in the Complaint or to obtain the same relief that would have resulted from a successful challenge in litigation. *See United States* v. *SBC Commc'ns, Inc.,* 489 F. Supp. 2d 1, 17 (D.D.C. 2007) (in determining whether a proposed settlement is in the public interest, a district court “must accord deference to the government's predictions about the efficacy of its remedies, and may not require that the remedies perfectly match the alleged violations because this may only reflect underlying weakness in the government's case or concessions made during negotiation”); *U.S. Airways,* 38 F. Supp. 3d at 75-76 (noting that a court should not reject the proposed remedies because it believes others are preferable and that room must be made for the government to grant concessions in the negotiation process for settlements).
**B. Comments Addressing “Big Medicine,” UnitedHealth, Pharmaceutical Issues, or the U.S. Healthcare System**
Some comments criticize consolidation or monopolization in healthcare generally, “Big Medicine,” or the business practices of UnitedHealth or Amedisys. [^9] Several comments focus on defects in the U.S. healthcare system, sometimes accompanied by stories of negative experiences with healthcare providers or insurers. [^10] Some comments discuss or criticize health insurers generally or UnitedHealth's health insurance practices. [^11] Other comments raise concerns about the practices of pharmaceutical companies, the cost of prescription drugs, and data privacy. [^12]
[^9]*See, e.g.,* TC-002; TC-005; TC-011; TC-016; TC-018; TC-019; TC-021; TC-024; TC-035; TC-036; TC-037; TC-038; TC-040; TC-044; TC-046; TC-047; TC-049; TC-052; TC-053; TC-055; TC-058; TC-059; TC-061; TC-062; TC-063; TC-068; TC-069; TC-071; TC-072; TC-074; TC-077; TC-079; TC-083; TC-084; TC-085; TC-086; TC-088; TC-089; TC-091; TC-094; TC-095; TC-097; TC-099; TC-101; TC-102; TC-104; TC-109; TC-113; TC-114; TC-116; TC-117; TC-118; TC-120; TC-125; TC-128; TC-133; TC-134; TC-137; TC-139; TC-142; TC-145; TC-146; TC-147; TC-150; TC-153; TC-154; TC-155; TC-160; TC-161; TC-162; TC-163; TC-164; TC-166; TC-167; TC-169; TC-170; TC-171; TC-173.
[^10]*See, e.g.,* TC-012; TC-025; TC-027; TC-028; TC-034; TC-039; TC-057; TC-067; TC-070; TC-080; TC-082; TC-099; TC-105; TC-131; TC-136; TC-148; TC-151; TC-155; TC-157.
[^11] TC-004; TC-010; TC-013; TC-017; TC-033; TC-035; TC-064; TC-070; TC-090; TC-105; TC-119; TC-135; TC-136.
[^12]*See* TC-002; TC-006; TC-008; TC-012; TC-015; TC-022; TC-023; TC-026; TC-080; TC-082; TC-103; TC-129; TC-135; TC-144; TC-162.
These comments do not discuss the local home health, hospice, and labor markets alleged in the Complaint or how the proposed remedy is allegedly inadequate to resolve the competitive harm that would be created by the merger in those markets. Because these comments do not relate to whether the proposed Final Judgment reasonably addresses the harms alleged in the Complaint, they are beyond the scope of this Tunney Act proceeding and do not provide a basis for rejecting the proposed Final Judgment. *See U.S. Airways,* 38 F. Supp. 3d at 76 (“[T]he Court's role under the [Tunney Act] is limited to reviewing the remedy in relationship to the violations that the United States has alleged in its Complaint.”) (internal citation omitted).
**C. Comments That Criticize the United States for Settling the Case After Filing the Complaint**
Several comments suggest that the proposed Final Judgment is not in the public interest because the United States settled the case after previously filing a lawsuit challenging the merger. [^13] These comments generally do not engage with the proposed Final Judgment or provide any reasons why it is inadequate to remedy the competitive harms alleged in the Complaint.
[^13]*See, e.g.,* TC-007; TC-010; TC-014; TC-027; TC-029; TC-031; TC-032; TC-050; TC-054; TC-060; TC-064; TC-073; TC-078; TC-081; TC-093; TC-096; TC-107; TC-108; TC-112; TC-130; TC-132; TC-138; TC-143; TC-165; TC-168.
The Tunney Act is designed to provide the United States with the flexibility to settle antitrust cases when the settlement is in the public interest. *See United States* v. *Bechtel Corp.,* 648 F.2d 660, 666 (9th Cir. 1981) (“The court is required to determine not whether a particular [judgment] is the one that will best serve society, but whether the settlement is `within the reaches of the public interest.' More elaborate requirements might undermine the effectiveness of antitrust enforcement by consent [judgment].”) (internal citation omitted); *Microsoft,* 56 F.3d at 1456 (“The Tunney Act was not intended to create a disincentive to the use of the consent [judgment].”). In addition, finding a settlement not to be in the public interest because it occurred after the initiation of litigation would discourage settlements. *United States* v. *Waste Mgmt. Inc.,* No. 84-2832, 1985 WL 25733, at *6 (D.D.C. June 6, 1985) (declining to inquire into environmental record of acquiring firm because it “would discourage antitrust settlements, which are designed to preserve the competitive structure of an entire industry without the necessity of time-consuming trials”). [^14]
[^14] Some comments are so brief, vague, or off-topic as to preclude a meaningful response. *See* TC-065; TC-075; TC-076; TC-092; TC-106; TC-127; TC-152. In addition, a few comments request that the settlement be scrutinized under the Tunney Act without taking a position on the likely competitive effects of the acquisition or the divestiture. *See* TC-030; TC-042; TC-098; TC-110.
**D. Comment From the American Economic Liberties Project**
The American Economic Liberties Project (“AELP”) submitted a comment on behalf of themselves and other organizations asking the Court to reject the proposed Final Judgment under the Tunney Act. [^15] The AELP contends that UnitedHealth “has a well documented history of prioritizing its own financial interests over patient welfare,” [^16] citing (a) other Department of Justice investigations of UnitedHealth related to Medicare billing fraud and legal challenges of UnitedHealth's prior acquisitions not related to home health or hospice, (b) a Federal Trade Commission lawsuit against OptumRx, a subsidiary of UnitedHealth, and (c) an article in *The Guardian* relating to allegations that UnitedHealth secretly paid nursing homes to prevent or delay transfers of older patients to hospitals. These alleged violations by UnitedHealth, however, are outside the scope of the Complaint and not relevant to the likely competitive effects of the proposed Final Judgment here. They are thus outside the scope of the Court's Tunney Act review. *See U.S. Airways,* 38 F. Supp. 3d at 76.
[^15] TC-172 at 5. The letter was also signed by the Association for Independent Medicine; the Center for Health and Democracy; Demand Progress Education Fund; Free2Care; Healthcare Rebel Alliance; Midwest Anesthesia Partners, Association for Independent Medicine; National Nurses United; People's Action Institute; Resilient Healthcare Consulting; and the Rural Urban Bridge Initiative.
[^16] TC-172 at 3.
The AELP further asserts that the divestitures do not address all the markets that were alleged in the Complaint and that the merger would further consolidate UnitedHealth's “standing as the dominant force in nearly every corner of the American healthcare system.” [^17] For this reason, the AELP contends that the divestitures are likely to fail to remedy the loss of competition from the merger.
[^17] TC-172 at 4.
The proposed Final Judgment reflects a compromise of claims. The fact that the proposed Final Judgment does not address all markets alleged in the Complaint is not a basis for finding that the proposed Final Judgment is “so inconsonant with the allegations charged as to fall outside of the `reaches of the public interest.'” *Microsoft,* 56 F.3d at 1461. This is true particularly where, as here, a case is settled by negotiations during contested litigation. *See SBC Commc'ns, Inc.,* 489 F. Supp. 2d at 17 (in determining whether a proposed settlement is in the public interest, a district court “must accord deference to the government's predictions about the efficacy of its remedies, and may not require that the remedies perfectly match the alleged violations because this may only reflect underlying weakness in the government's case or concessions made during negotiation”); *U.S. Airways,* 38 F. Supp. 3d at 75-76 (noting that a court should not reject the proposed remedies because it believes others are preferable and that room must be made for the government to grant concessions in the negotiation process for settlements). Requiring the United States to reject reasonable settlements and litigate every case to conclusion would waste scarce government and private resources, delay benefits to consumers, and create perverse incentives that discourage reasonable compromises.
The AELP also raises concerns with proposed divestiture buyers BrightSpring and Pennant. The AELP argues that BrightSpring is “owned by the highly-leveraged private-equity firm KKR,” noting that KKR is a defendant in a Department of Justice lawsuit alleging violations of the HSR Act. [^18] The AELP further asserts that an investigation of BrightSpring's group homes for individuals with intellectual and developmental disabilities revealed “serious regulatory violations related to resident care, abuse, neglect, and poorly trained and understaffed caregivers.” [^19] The AELP also notes that Pennant is a for-profit company. The United States, however, evaluated the proposed divestiture buyers extensively through discovery in litigation and during a lengthy process leading to the proposed Final Judgment. The United States concluded that BrightSpring and Pennant are both currently strong competitors in the areas in which they offer home health and hospice services and are likely to continue to compete vigorously with the home health and hospice assets that they would obtain through the divestitures. The United States further concluded that KKR's partial ownership of BrightSpring and Pennant's for-profit status were unlikely to affect the ability and incentives for the divestiture buyers to compete in the local home health, hospice, and labor markets in which they are acquiring divestiture assets.
[^18] TC-172 at 4.
[^19] TC-172 at 4-5 (internal quotation marks omitted).
Finally, the AELP claims that the $1.1 million civil penalty that Amedisys must pay is incommensurate with the merger's $3.3 billion purchase price and would fail to deter corporate misconduct. The AELP, however, compares the civil penalty to the purchase price of the merger, rather than the maximum potential fine available under the HSR Act, 15 U.S.C. 18a. The maximum civil penalty during the period of the violation was $51,744 a day for a violation that the United States alleged to have occurred from December 18, 2023, to August 26, 2024. The maximum total potential civil penalty is thus $13,091,232. The $1.1 million civil penalty imposed by the proposed Final Judgment, which is approximately 8.4% of the total penalty, along with the additional injunctive relief, will appropriately penalize Amedisys and deter it and others from future violations of the HSR Act. The penalty is also appropriate here because Amedisys agreed to take corrective action internally before submitting a second certificate of compliance on August 26, 2024, and because it is willing to resolve the matter through the proposed Final Judgment, thereby avoiding the risks and costs associated with litigation. [^20]
[^20] The only other comment to address the HSR Act aspect of the remedy asserted that Amedisys's failure to fully comply with the HSR Act during the review process “raises additional concerns about the transparency and integrity of the process that led to the proposed settlement.” TC-126. The United States, however, thoroughly investigated Amedisys's compliance with the HSR Act. The Complaint did not allege that Amedisys was in violation of the HSR Act after its August 26, 2024 certification, and the Competitive Impact Statement acknowledged that Amedisys agreed to take corrective action internally, which ameliorates any potential for concern about the process that led to a settlement more than eleven months after Amedisys cured its HSR Act violation.
**E. Comments From the CEOs of a Home Health Provider and a Healthcare Consulting Firm**
The CEO of a home health company submitted a comment asking the Court to reject the proposed Final Judgment. The commenter contends that the divestitures “fail to address the profound vertical harms of this merger.” [^21] The commenter claims that vertical integration allows insurers to “rig the system” against independent home health providers by paying them lower reimbursements, engaging in “retaliation and bogus practices” (such as frivolous lawsuits, “endless medical records requests,” “refund demands,” and “denials”), steering patients to agencies that they own, and ultimately eliminating independent providers from the market.
[^21] TC-001 at 1.
Another commenter, the CEO of a healthcare consulting firm, similarly alleges that the merger will “deepen [UnitedHealth's] chokehold” on U.S. healthcare, allowing it to steer patients to its own agencies, deny or delay approvals to competing home health providers, and pay independent home health providers far below cost while overpaying its subsidiaries. [^22] This commenter asserts that after UnitedHealth acquired LHC, “independent agencies were driven out by reimbursement discrimination and arbitrary denials” and that patients suffered as a result. The commenter also notes that UnitedHealth is under investigation for alleged overpayments to its Medicare Advantage business.
[^22] TC-003 at 1.
The United States did not allege any harm related to vertical theories—that is, harm to home health or hospice competition by virtue of Amedisys being acquired by an insurer—in its Complaint. Vertical concerns therefore are outside the scope of the Tunney Act proceeding. *See U.S. Airways,* 38 F. Supp. 3d at 76 (“[T]he Court's role under the [Tunney Act] is limited to reviewing the remedy in relationship to the violations that the United States has alleged in its Complaint.”) (internal citation omitted). [^23]
[^23] The CEO of the competing home health provider also asserts that “[b]ased on antitrust expert John Mark Newman's analysis, the probability of all 164 divestures succeeding perfectly is a mere 0.0027%.” TC-001 at 1. The CEO of the healthcare consulting firm similarly claims that the odds of all 164 divestitures succeeding without harm is 0.0027%. TC-003 at 1. Neither commenter, however, supplies any information that would allow the United States to assess or respond to this assertion.
**F. Comment Relating to Pennant's Benefit Structure**
One commenter raises concerns about the transfer of employees from Amedisys and LHC to Pennant. [^24] While acknowledging that the divestiture has the potential to be successful, the commenter notes several aspects of Pennant's benefits packages that are allegedly uncompetitive and asserts that, without “meaningful long-term improvements, Pennant will face a mass exodus of skilled staff.” [^25]
[^24] TC-159.
[^25] TC-159 at 1-2.
The divesture to Pennant is intended to preserve competition, including competition for labor, in the local markets in which Pennant is acquiring assets. After a thorough vetting of the divestiture buyers, the United States concluded that Pennant would likely have the incentive to compete in the areas in which it is acquiring divestiture assets. As the commenter acknowledges, Pennant will harm its own business if it fails to offer competitive wages, benefits, and working conditions. By establishing Pennant as an independent competitor in the local labor markets in which it acquired home health or hospice agencies, the remedy in the proposed Final Judgment gives Pennant the incentive to compete for home health and hospice nurses.
**V. Conclusion**
After careful consideration of the public comments, the United States continues to believe the proposed Final Judgment provides an effective and appropriate remedy for the antitrust violations alleged in the Complaint and is therefore in the public interest. The United States will move this Court to enter the proposed Final Judgment after this response is published in the *Federal Register* and the public comments are published in the manner approved by the Court (see Dkt. 243), as required by 15 U.S.C. 16(d).
Dated: November 14, 2025
Respectfully submitted,
**/s/ David M. Stoltzfus**
David M. Stoltzfus,
*United States Department of Justice Antitrust Division, 450 Fifth Street NW, Suite 4100, Washington, DC 20530, Telephone: (202) 598-2978, Email: [email protected], Counsel for Plaintiff United States of America.*