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UnitedHealth and Amedisys have agreed to a settlement with the Department of Justice, clearing the path for their $3.3 billion merger to go through.

The settlement, filed with the Maryland district court on Thursday, requires UnitedHealth and Amedisys to divest certain businesses in order to placate the DOJ’s concerns that the merger is anticompetitive. Amedisys has also agreed to pay a $1.1 million civil penalty to the U.S. for not fully complying with regulators during the merger review process.

Regulators’ tentative greenlight of the multibillion dollar deal is a win for UnitedHealth, which originally proposed plans to acquire the home health and hospice provider in 2023. However, the merger has been tied up in litigation after the DOJ and four states sued to block it in November.

Lawyers for the federal government had argued that allowing UnitedHealth, which already owns a sweeping network of home health and hospice providers, to buy Amedisys would knock out competition in multiple markets.

In acquiring Amedisys, UnitedHealth would expand its home health and hospice business to an additional five states, and add almost 500 locations in the 32 states where it already competes, regulators said.

UnitedHealth and Amedisys denied that the transaction would have anticompetitive effects. Still, the companies offered up multiple divestiture plans, though they failed to pass muster with federal regulators.

But now, regulators have approved an agreement requiring UnitedHealth and Amedisys to divest 164 home health and hospice locations across 19 states, according to a press release from the DOJ.

It’s the largest divestiture of outpatient sites to settle a merger challenge ever, regulators said. The businesses represent roughly $528 million in annual revenue.

The settlement also requires UnitedHealth to sell eight additional locations if it fails to secure regulatory approval for the agreed-upon divestitures.

BrightSpring Health Services and Pennant Group have agreed to acquire the divested locations, according to settlement documents.

Pennant provides home health and hospice services through more than 120 affiliated agencies, operating in 13 mostly Western states; while BrightSpring, which went public early last year, runs home care and pharmacy services in all 50 states.

The two companies were also involved in an earlier divestiture agreement that was eventually rejected by the DOJ.

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Under the terms of Thursday’s agreement, BrightSpring will acquire 115 divested sites, while Pennant will acquire 49.

The vast majority of the divested locations provide home health, not hospice. One expert previously told Healthcare Dive that was likely, as UnitedHealth’s existing home health and hospice division LHC Group has a much larger presence in home health.

“My expectation would be that this is primarily a divestment of home health locations where there is a need to reduce the overlap with the existing Optum or LHC Group footprint,” Tyler Giesting, a healthcare and life sciences director at West Monroe, said last year.

The settlement also gives buyers “assets, personnel, and relationships” to compete against UnitedHealth in the overlap areas, and imposes a monitor to supervise the clinic sales, according to the DOJ’s release. UnitedHealth and Amedisys will also need to divest stakes in 10 home health and hospice joint ventures.

Though all parties have agreed to the settlement, it is not yet final. A Maryland district judge still needs to approve the settlement after reviewing public comment.

Editor’s Note: This story was updated with more details on the settlement.

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