Anti-Trust Screener
🛡️ Public data only — no PHI permitted on this instance.
Anti-Trust / FTC Review Screener
HSR thresholds · HHI / CR3 concentration · market overlap · FTC case law · state-AG posture · remediation options — 1,705 corpus deals
Deal Size
$485M
HSR Required
YES
2R Probability
65%
Overall Risk
62/100
Timeline (mo)
18
Markets Screened
8
State Reviews
10
Corpus Deals
1,705
Screening Verdict
Risk 62/100 · Second Request probability 65% · Recommended timeline 18 months
Recommended remediation: Behavioral remedies only
HHI / Market Concentration Analysis (MSA-Level)
| Market | MSA | Pre-Merger HHI | Post-Merger HHI | Δ HHI | CR3 Share | Flag |
|---|---|---|---|---|---|---|
| Anesthesiology Services | Houston MSA | 2,850 | 3,650 | +800 | 72.0% | highly concentrated |
| Anesthesiology Services | Dallas MSA | 2,420 | 3,180 | +760 | 68.0% | highly concentrated |
| Anesthesiology Services | Austin MSA | 2,650 | 3,420 | +770 | 71.0% | highly concentrated |
| Anesthesiology Services | San Antonio MSA | 1,850 | 2,320 | +470 | 58.0% | moderately concentrated |
| Ambulatory Surgery | Houston MSA | 1,850 | 2,280 | +430 | 55.0% | moderately concentrated |
| Ambulatory Surgery | Dallas MSA | 1,620 | 2,050 | +430 | 52.0% | moderately concentrated |
| Gastroenterology | Houston MSA | 2,450 | 2,950 | +500 | 62.0% | moderately concentrated |
| Gastroenterology | Austin MSA | 2,280 | 2,750 | +470 | 60.0% | moderately concentrated |
HSR Threshold Analysis
| Threshold | Current Value ($M) | Threshold Value ($M) | Filing Required | Waiting Period (days) | Filing Fee ($k) |
|---|---|---|---|---|---|
| Size of Transaction | $485.00 | $119.50 | REQUIRED | 30 | $280.0 |
| Size of Person (Acquirer) | $1,850.00 | $239.00 | REQUIRED | 0 | $0.0 |
| Size of Person (Target) | $285.00 | $23.90 | REQUIRED | 0 | $0.0 |
| Filing Fee Tier (>$500M) | $485.00 | $500.00 | No | 0 | $0.0 |
| Filing Fee Tier ($100-500M) | $485.00 | $100.00 | REQUIRED | 0 | $280.0 |
| Early Termination | $485.00 | $0.00 | REQUIRED | 0 | $0.0 |
Market Overlap (Platform + Target)
| Geography | Platform Share | Target Share | Combined | Next Competitor | Severity | Remediation |
|---|---|---|---|---|---|---|
| Austin MSA (Anesthesiology) | 42.5% | 18.5% | 61.0% | 12.5% | severe — likely 2R | Divest 2-3 practices; consent decree expected |
| Houston MSA (Anesthesiology) | 38.5% | 12.8% | 51.3% | 14.5% | severe — likely 2R | Divest 2 practices; hold-separate order |
| Dallas MSA (Anesthesiology) | 32.5% | 15.5% | 48.0% | 16.5% | material — monitor | Behavioral remedies; avoid most overlap |
| San Antonio (Anesthesiology) | 28.5% | 8.2% | 36.7% | 22.0% | moderate | Standard review |
| Austin MSA (ASC) | 22.0% | 8.5% | 30.5% | 18.0% | moderate | Standard review |
| Houston MSA (GI) | 18.5% | 12.0% | 30.5% | 22.5% | moderate | Standard review |
| Dallas MSA (ASC) | 15.5% | 9.2% | 24.7% | 20.5% | low | Standard review |
FTC Case Law Precedents
| Case | Year | Parties | Outcome | Precedent | Relevance |
|---|---|---|---|---|---|
| FTC v. USAP / Welsh Carson | 2023 | FTC vs USAP/Welsh Carson | case dismissed (2024) re: WC directly — USAP case ongoing | clarified 'serial acquisition' theory; platform-level sponsor liability | 95 |
| FTC v. Amerigas / SCA | 2017 | FTC vs Surgical Care Affiliates/UnitedHealth | cleared with divestitures | ASC roll-up precedent; behavioral remedies | 85 |
| FTC v. Steward Health / IASIS | 2018 | FTC vs Steward Health Care | cleared with divestitures | hospital roll-up; market overlap analysis | 72 |
| FTC v. Envision/KKR | 2018 | FTC vs KKR/Envision | cleared (no challenge) | large emergency medicine deal cleared | 65 |
| FTC v. Fresenius/NxStage | 2019 | FTC vs Fresenius | cleared with divestitures | dialysis concentration remedy | 58 |
| FTC v. Change Healthcare/UNH | 2022 | FTC vs UnitedHealth/Change | initially challenged; cleared 2022 | vertical integration challenge | 45 |
State-Level Review Exposure
| State | Trigger | Notice (days) | Fee ($k) | AG Posture | Challenge Rate |
|---|---|---|---|---|---|
| California (Office of Health Care Affordability) | all acquisitions >$25M | 90 | $25.0 | active scrutiny | 18.0% |
| New York (Article 28) | certificate of need trigger | 120 | $15.0 | active scrutiny | 15.0% |
| Oregon (OHA) | any healthcare acquisition | 180 | $25.0 | active scrutiny | 22.0% |
| Massachusetts (HPC) | ≥$15M annual net patient service | 60 | $10.0 | active review | 12.0% |
| Washington (AG) | healthcare acquisition notification | 60 | $0.0 | standard review | 8.0% |
| Connecticut (AG) | hospital & large provider acquisition | 90 | $0.0 | standard review | 6.0% |
| Illinois (AG) | healthcare acquisition notification | 45 | $0.0 | standard review | 5.0% |
| Colorado (AG) | healthcare acquisition notification (SB 21-003) | 60 | $0.0 | standard review | 4.0% |
| Texas (AG) | standard HSR review | 30 | $0.0 | minimal scrutiny | 2.0% |
| Florida (AHCA) | license transfer / CON | 60 | $5.0 | minimal scrutiny | 2.0% |
Remediation Options Matrix
| Option | Description | Timeline (mo) | Cost ($M) | Deal Value Impact | Probability of Approval |
|---|---|---|---|---|---|
| Divest 2 practices (Austin + Houston) | Hold-separate trustee for 12-18 months | 12 | $38.50 | 6.8% | 85% |
| Behavioral remedies only | Firewall policies, no price coordination | 3 | $2.50 | 0.5% | 45% |
| Restructure deal (exclude 2 overlap markets) | Carve-out $125M value | 6 | $0.00 | 25.8% | 92% |
| Consent decree (hybrid) | 1-practice divestiture + behavioral | 9 | $22.50 | 4.2% | 78% |
| Abandon deal | Total termination | 0 | $15.00 | 100.0% | 100% |
| Litigate FTC challenge | Contest Second Request + PI | 24 | $85.00 | 17.5% | 35% |
Anti-Trust Thesis: $485M deal triggers HSR filing; Second Request probability 65% given 2 severe market overlaps in Texas MSAs.
Post-USAP / Welsh Carson (2023) enforcement era, FTC is scrutinizing serial-acquisition theories against PE platform sponsors — relevance score 95.
Recommended path: "Restructure deal (exclude 2 overlap markets)" — 92% approval probability, 6-month timeline, 25.8% deal value reduction.
Alternative divestiture path preserves more value but extends timeline to 12-18 months and introduces execution risk.
California, New York, Oregon, and Massachusetts notifications required given deal size; Colorado SB 21-003 also applies.