Key Takeaways
- • FTC cleared Sevita's $835 million acquisition of BrightSpring's ResCare Community Living business after requiring the divestiture of 128 intermediate care facilities to Dungarvin Group, addressing antitrust concerns in concentrated regional markets.
- • Geographic overlap in Indiana, Louisiana, and Texas triggered FTC antitrust enforcement, where Sevita and ResCare were identified as primary competitors for intermediate care facilities serving intellectual and developmental disabilities (IDD) patients.
- • Transaction divestiture requirement represents a negotiated resolution under the current administration's more flexible approach to healthcare mergers, contrasting with the prior Biden-era posture of categorical opposition to large acquisitions.
- • ResCare generated $921.4 million in revenue during the first nine months of 2025, demonstrating the significant scale of operations being consolidated under Sevita's ownership across 40 states.
- • California conducted parallel Cost and Market Impact Review (CMIR) proceedings, extending its examination of competitive and financial implications alongside federal FTC review, reflecting multi-jurisdictional scrutiny of the transaction.
Summary
To resolve FTC objections, Sevita agreed to divest 128 intermediate care facilities (sources cite both 126 and 128 locations) to regional operator Dungarvin Group, a structural remedy designed to preserve competition in concentrated markets. According to Katten partner Anthony Del Rio, the FTC's willingness to negotiate rather than litigate represents a meaningful shift in antitrust enforcement philosophy. Under the prior Biden administration, the agency's standard approach was categorical opposition to large healthcare transactions. The current posture permits negotiated resolutions, making large acquisitions more feasible, though Del Rio cautioned the outcome remains uncertain and dependent on specific deal structures.
ResCare's operational scale underscores the transaction's significance. During the first nine months of 2025, the divested business generated $921.4 million in revenue, with $314.6 million alone in the third quarter. California's Health Care Agency (HCAI) conducted parallel Cost and Market Impact Review proceedings, extending examination through March 2026 and generating comprehensive documentation of ResCare's patient demographics, competitor positioning, and financial statements across multiple state jurisdictions.
The transaction consolidates two of the nation's largest IDD service providers. BrightSpring, operating across all 50 states, previously operated 77 home-based care locations; the ResCare acquisition more than doubles this footprint to 184 locations. Sevita operates across 40 states as a competing specialty health care provider. The deal reflects both sector consolidation dynamics and evolving regulatory tolerance for healthcare M&A when accompanied by structural divestitures addressing competitive harm in discrete markets.
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