Ascension has completed its $3.9 billion acquisition of AmSurg, expanding the St. Louis-based health system’s ASC network to more than 300 centers nationwide, according to a June 4 news release, but not before the Federal Trade Commission required the divestiture of seven facilities to preserve competition in five states.
The FTC published a consent order June 2 requiring Ascension to divest seven AmSurg ASCs in markets where the deal would “otherwise threaten competition,” including facilities in Tennessee, Florida, Oklahoma, Texas and Kansas. Six of the seven centers will be sold to SC Affiliates, a subsidiary of SCA Health and Optum. The seventh, located in Panama City, Fla., will be transferred to Florida Gastroenterology Center, a physician group that currently holds a minority stake in the facility and will assume full ownership.
The consent order includes additional conditions. Ascension, Ambulatory Topco and AmSurg must provide transition assistance for up to one year, protect confidential information, maintain the viability of the divested assets until transfer and refrain from interfering with employment relationships at the affected facilities. A monitor will be appointed to oversee compliance with all divestiture and transition obligations. For 10 years, Ascension must also provide the FTC with prior notice before acquiring any ASCs in the metropolitan areas surrounding the divested centers.
“Healthcare is increasingly moving beyond the traditional hospital setting, and this acquisition positions us to lead that transformation,” Eduardo Conrado, president and CEO of Ascension, said in the release. “By expanding our ambulatory surgery capabilities, we are making care more accessible, convenient, and affordable for patients, while ensuring our hospitals remain focused on highly specialized acute care. Together, we are building a more integrated, future-ready health system.”
With the transaction closed, Ascension’s ASC footprint grows from 58 centers to more than 300 across 34 states, making it one of the largest ASC operators in the country alongside Tenet’s United Surgical Partners International and SCA Health.
The consent order marks the first time the FTC has weighed in on an ASC acquisition of this scale. The agency has recently been ramping up efforts to scrutinize mergers and acquisitions across healthcare, and leaders are paying attention.
Shakeel Ahmed, MD, CEO of St. Louis-based Atlas Surgical Group, called it a “turning point.”
“For years, ASCs were treated as smaller, physician-led alternatives to hospitals,” he told Becker’s. “This order shows that regulators now understand what many of us in the field have known for a long time: ASCs are no longer peripheral assets. They are central to the future of surgical care.”
Others are focused on what the consent order’s structure reveals about how regulators are now thinking about market power in outpatient surgery.
“Antitrust scrutiny has now entered the ASC sector — though we’re used to it with payers and hospitals, this is a new dynamic for our space,” Janet Carlson, founder of ASC company Vertex Surgical Solutions told Becker’s. “What’s significant is that regulators are now centering on local market concentration, specific to local markets rather than at a national scale. That puts organizations like Ascension under long-term monitoring in affected metropolitan areas, and the industry-wide implications are real. Consolidation strategies are going to face a lot more friction, longer timelines, and a higher assumed regulatory risk.”
Ms. Carlson also raised questions about the divestiture’s effectiveness, given that six of the seven centers are going to SCA Health, itself a subsidiary of Optum.
“Payer-aligned platforms like SCA, which is Optum-owned, are still favored as divestiture buyers — so even when one entity has to divest, another is eligible to consolidate,” she said. “That means there’s disruption, but no guarantee it will prevent the creation or continuation of a monopoly.”