HIMSSCast: What new M&A filing requirements mean for healthcare

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On February 10, new Hart-Scott-Rodino (HSR) Act premerger notification rules went into effect that upped the amount of information required by the  Federal Trade Commission and Department of Justice before the agencies approved a deal.

While the HSR rules make the filing process lengthier and are designed to prevent companies, including hospitals, from flying under the radar of anti-competitive concerns, Morgan Lewis Partner SusanZhu hasn’t seen an M&A slowdown and doesn’t expect fewer transactions to be approved.

“I think from an overall enforcement perspective, while the new administration certainly will continue to be focused on the healthcare sector,
I believe that they are willing to be more open to more M&A generally and  open potentially towards more settlements and remedies as compared to the prior administration that was more focused on challenging and blocking a particular transaction,” Zhu said.

For more on what the Hart-Scott-Rodino Act rules mean for mergers, listen to Zhu’s conversation with Susan Morse, executive editor of Healthcare Finance News.

Talking Points:

• The new HSR rules changed, for the first time in a long time, the content required for filing
• The rules include several new requirements to give the FTC and DOJ more information to assess anti-competitive concerns
• The new rules apply to transactions that don’t have anti-competitive concerns.
• One new requirement involves describing overlapping services. Applicants now have to provide information related to revenue as well as the top customers.
• The requirements leave room for interpretation such as the definition of a product or service 
• The rules increase the amount of time needed for filing
• This has lengthened timing on contractual deadlines
• The new rules decrease the chance of a transaction flying below the radar.

More About this Episode:

M&A deals now need more information

Hospital merger and acquisition deals dip amid economic uncertainty

Bills seek to tighten oversight of private equity hospital deals

DOJ sues to block UnitedHealth’s acquisition of Amedisys

Predictions for mergers and acquisitions in 2025

Email the writer: SMorse@himss.org

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