Notice2026-02458
Sevita and BrightSpring; Analysis of Proposed Agreement Containing Consent Orders To Aid Public Comment
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
February 6, 2026
Issuing agencies
Federal Trade Commission
Abstract
The consent agreement in this matter settles alleged violations of Federal law prohibiting unfair methods of competition. The attached Analysis of Proposed Agreement Containing Consent Orders to Aid Public Comment describes both the allegations in the complaint and the terms of the consent order--embodied in the consent agreement-- that would settle these allegations.
Full Text
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<title>Federal Register, Volume 91 Issue 25 (Friday, February 6, 2026)</title>
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[Federal Register Volume 91, Number 25 (Friday, February 6, 2026)]
[Notices]
[Pages 5477-5480]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-02458]
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FEDERAL TRADE COMMISSION
[File No. 251 0060]
Sevita and BrightSpring; Analysis of Proposed Agreement
Containing Consent Orders To Aid Public Comment
AGENCY: Federal Trade Commission.
ACTION: Proposed consent agreement; request for comment.
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SUMMARY: The consent agreement in this matter settles alleged
violations of Federal law prohibiting unfair methods of competition.
The attached Analysis of Proposed Agreement Containing Consent Orders
to Aid Public Comment describes both the allegations in the complaint
and the terms of the consent order--embodied in the consent agreement--
that would settle these allegations.
DATES: Comments must be received on or before March 9, 2026.
ADDRESSES: Interested parties may file comments online or on paper by
following the instructions in the Request for Comment part of the
SUPPLEMENTARY INFORMATION section below. Please write: ``Sevita and
BrightSpring; File No. 251 0060'' on your comment and file your comment
online at <a href="https://www.regulations.gov">https://www.regulations.gov</a> by following the instructions on
the web-based form. If you prefer to file your comment on paper, please
mail your comment to the following address: Federal Trade Commission,
Office of the Secretary, 600 Pennsylvania Avenue NW, Mail Stop H-144
(Annex D), Washington, DC 20580.
FOR FURTHER INFORMATION CONTACT: Richard Mosier (202-326-3521), Mergers
IV Division, Bureau of Competition, Federal Trade Commission, 400 7th
Street SW, Washington, DC 20024.
SUPPLEMENTARY INFORMATION: Pursuant to section 6(f) of the Federal
Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule Sec. 2.34, 16 CFR
2.34, notice is hereby given that the above-captioned consent agreement
containing a consent order to cease and desist, having been filed with
and accepted, subject to final approval, by the Commission, has been
placed on the public record for a period of 30 days. The following
Analysis of Proposed Agreement Containing Consent Orders to Aid Public
Comment describes the terms of the consent agreement and the
allegations in the complaint. An electronic copy of the full text of
the consent agreement package can be obtained from the FTC website at
this web address: <a href="https://www.ftc.gov/news-events/commission-actions">https://www.ftc.gov/news-events/commission-actions</a>.
The public is invited to submit comments on this document. For the
Commission to consider your comment, we must receive it on or before
March 9, 2026. Write ``Sevita and BrightSpring; File No. 251 0060'' on
your comment. Your comment--including your name and your State--will be
placed on the public record of this proceeding, including, to the
extent practicable, on the <a href="https://www.regulations.gov">https://www.regulations.gov</a> website.
Because of the agency's heightened security screening, postal mail
addressed to the Commission will be delayed. We strongly encourage you
to submit your comments online through the <a href="https://www.regulations.gov">https://www.regulations.gov</a>
website. If you prefer to file your comment on paper, write ``Sevita
and BrightSpring; File No. 251 0060'' on your comment and on the
envelope, and mail your comment by overnight service to: Federal Trade
Commission, Office of the Secretary, 600 Pennsylvania Avenue NW, Mail
Stop H-144 (Annex D), Washington, DC 20580.
Because your comment will be placed on the publicly accessible
website at <a href="https://www.regulations.gov">https://www.regulations.gov</a>, you are solely responsible for
making sure your comment does not include any sensitive or confidential
information. In particular, your comment should not include sensitive
personal information,
[[Page 5478]]
such as your or anyone else's Social Security number; date of birth;
driver's license number or other State identification number, or
foreign country equivalent; passport number; financial account number;
or credit or debit card number. You are also solely responsible for
making sure your comment does not include sensitive health information,
such as medical records or other individually identifiable health
information. In addition, your comment should not include any ``trade
secret or any commercial or financial information which . . . is
privileged or confidential''--as provided by section 6(f) of the FTC
Act, 15 U.S.C. 46(f), and FTC Rule Sec. 4.10(a)(2), 16 CFR
4.10(a)(2)--including competitively sensitive information such as
costs, sales statistics, inventories, formulas, patterns, devices,
manufacturing processes, or customer names.
Comments containing material for which confidential treatment is
requested must be filed in paper form, must be clearly labeled
``Confidential,'' and must comply with FTC Rule Sec. 4.9(c). In
particular, the written request for confidential treatment that
accompanies the comment must include the factual and legal basis for
the request and must identify the specific portions of the comment to
be withheld from the public record. See FTC Rule Sec. 4.9(c). Your
comment will be kept confidential only if the General Counsel grants
your request in accordance with the law and the public interest. Once
your comment has been posted on <a href="https://www.regulations.gov">https://www.regulations.gov</a>--as legally
required by FTC Rule Sec. 4.9(b)--we cannot redact or remove your
comment from that website, unless you submit a confidentiality request
that meets the requirements for such treatment under FTC Rule Sec.
4.9(c), and the General Counsel grants that request.
Visit the FTC website at <a href="https://www.ftc.gov">https://www.ftc.gov</a> to read this document
and the news release describing this matter. The FTC Act and other laws
the Commission administers permit the collection of public comments to
consider and use in this proceeding, as appropriate. The Commission
will consider all timely and responsive public comments it receives on
or before March 9, 2026. For information on the Commission's privacy
policy, including routine uses permitted by the Privacy Act, see
<a href="https://www.ftc.gov/site-information/privacy-policy">https://www.ftc.gov/site-information/privacy-policy</a>.
Analysis of Proposed Agreement Containing Consent Orders To Aid Public
Comment
The Federal Trade Commission (``Commission'') has accepted for
public comment, subject to final approval, an Agreement Containing
Consent Orders (``Consent Agreement'') from Centerbridge Seaport
Acquisition Fund, through its subsidiary National Mentor Holdings,
Inc., (``Sevita''), and BrightSpring Health Services, Inc.
(``BrightSpring'') (collectively, ``Respondents''). The Consent
Agreement is designed to remedy the anticompetitive effects that may
result from Sevita's acquisition of certain assets of BrightSpring,
namely the ResCare assets. Pursuant to an agreement dated January 17,
2025, Sevita proposes to acquire the ResCare assets in a transaction
valued at approximately $835 million (``the Transaction''). The
Commission alleges in its Complaint that the Transaction, if
consummated, would violate section 7 of the Clayton Act, as amended, 15
U.S.C. 18, and section 5 of the Federal Trade Commission Act, as
amended, 15 U.S.C. 45, by substantially lessening competition in the
market for the provision of services to individuals with intellectual
and developmental disabilities (``IDD'') in an intermediate care
facility (``ICF'') in three States: Indiana, Louisiana, and Texas. The
Consent Agreement will remedy the alleged violations by preserving the
competition that otherwise would be eliminated by the Transaction.
Under the terms of the proposed Decision and Order (``Order''),
Respondents are required to divest Sevita's ICF facilities in certain
core-based statistical areas (``CBSAs'') in Indiana (Evansville,
Indianapolis, Muncie, Bedford, and Jasper), Louisiana (Baton Rouge),
and Texas (Austin, Beaumont, Houston, and San Angelo). The Commission
and Respondents have agreed to an Order to Maintain Assets that
requires Respondents to operate and maintain all divestiture assets in
the normal course of business until the assets are ultimately divested.
The Commission issued the Order to Maintain Assets as final.
The Commission has placed the Consent Agreement, along with the
proposed Order and the Order to Maintain Assets, on the public record
for 30 days for receipt of comments from interested persons. Comments
received during this period will become part of the public record.
After 30 days, the Commission will again review the proposed Order,
along with the comments received, to make a final decision as to
whether it should withdraw, modify, or make final the proposed Order.
The Commission is issuing the Order to Maintain Assets when the Consent
Agreement is placed on the public record.
I. Respondents
Respondent Centerbridge Seaport Acquisition Fund is a limited
partnership, with its headquarters address at 375 Park Avenue, 11th
Floor, New York, New York. Respondent Centerbridge Seaport controls
Respondent Sevita, with its headquarters at 6600 France Avenue South,
Edina, Minnesota. Sevita is the nation's largest provider of home and
community-based services for individuals with IDD. Sevita employs
approximately 41,000 employees, serves approximately 50,000 individuals
in 40 States, and generates approximately $3 billion in annual revenue.
Respondent BrightSpring Health Services, Inc., is a corporation,
with its headquarters address at 805 N Whittington Parkway, Louisville,
Kentucky. ResCare is the nation's second largest provider of home- and
community-based services for individuals with IDD. ResCare operates in
25 States. In 2024, the business generated approximately $1 billion in
revenue.
II. The Structure of the Markets
The Transaction raises competitive concerns in the market for the
provision of ICF services to individuals with IDD in certain CBSAs in
Indiana (Evansville, Indianapolis, Muncie, Bedford, and Jasper),
Louisiana (Baton Rouge), and Texas (Austin, Beaumont, Houston, and San
Angelo).
There are approximately eight million individuals in the United
States with IDD, whose care represents over $70 billion in annual
spending. Individuals with IDD rely on a broad range of long-term
services and supports, including assistance with activities such as
bathing, dressing, shopping, and cooking, as well as employment-related
services, behavioral support, and supervision to complete tasks
(collectively, ``IDD Services''). IDD Services providers typically
offer a variety of services depending on the needs of the individual.
Medicaid is the predominant payer for these services.
The field of IDD Services encompasses various service models,
broken down generally into institutional versus home- and community-
based care. In 1971, Congress enacted legislation that provided Federal
funding for ICFs, residential facilities licensed and certified by
State agencies.
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ICFs are typically run by private parties, such as Sevita and
BrightSpring, though some are State-owned. In 1981, Congress enacted
legislation allowing Medicaid funding for IDD Services through a
different service model, commonly referred to as the Home and Community
Based Services (``HCBS'') waiver program. This model provides vouchers
for more flexible spending and enables individuals with IDD to get
long-term support in their homes and communities, rather than more
institutionalized settings.
Individuals with IDD can receive Medicaid funding for their long-
term support needs by choosing either services through an ICF or the
HCBS waiver program. ICFs provide the most structured setting compared
to other residential settings for people with IDD. The provision of ICF
services is an entitlement program, meaning that if an individual is
eligible for an ICF level of care, the individual has a legal right to
receive that service under Medicaid. In contrast, HCBS are optional
Medicaid benefits and therefore subject to admission restrictions.
Other types of IDD Services are excluded from the relevant market,
including HCBS, State-owned ICFs in Texas, and non-residential
services. HCBS are excluded from an ICF services market because HCBS
are not substitutable for ICF services and are offered under different
competitive conditions. HCBS do not provide the same oversight,
structure, or level of support as ICF services. As a result,
individuals cannot substitute HCBS for ICF residential services.
Residential services provided in State-owned facilities in Texas
(referred to as State Supported Living Centers or ``SSLCs'') are
distinct from ICF residential services. While SSLCs are ICFs that
provide residential services, these facilities are large, secured
settings with higher reimbursements that provide services to a distinct
population. SSLCs are located in more isolated areas and can house
hundreds of individuals. They also serve a distinct population: most
residents are behaviorally or medically complex and are involuntary
(i.e., court-ordered). Individuals cannot substitute SSLCs for ICF
residential services.
Non-residential services such as day habilitation and other
periodic services are excluded from an ICF services market. Periodic
services are intermittent and are less than 24 hours. The ICF services
market excludes periodic services because such services are not
substitutable for residential services and are offered under different
competitive conditions. Residential services are 24-hour services
provided in a residential setting and, as a result, individuals cannot
substitute periodic or intermittent services for 24-hour residential
services.
The relevant geographic markets in which to analyze the effects of
the Transaction are likely no broader than individual CBSAs because
this geography reflects individuals' preferences to receive ICF
residential services close to family or their communities.
Certain CBSAs in Indiana, Louisiana, and Texas are highly
concentrated. In Indiana, five CBSAs (Evansville, Indianapolis, Muncie,
Bedford, and Jasper) meet the 2023 Merger Guidelines' Guideline 1
structural presumption for an ICF residential services market with a
change in HHI greater than 100 and a combined share of over 30 percent.
The combined company would have market shares well over 30 percent in
the five CBSAs at issue.
In Louisiana, the Baton Rouge CBSA meets the Guideline 1 structural
presumption for an ICF residential services market with a change in HHI
greater than 100 and a combined share of over 30 percent. The combined
company would have a market share well over 30 percent in the Baton
Rouge CBSA.
In Texas, four CBSAs (Austin, Beaumont, Houston, and San Angelo)
meet the Guideline 1 structural presumption for an ICF residential
services market with a change in HHI greater than 100 and a combined
share of over 30 percent. The combined company would have market shares
well over 30 percent in the four CBSAs at issue.
III. Competitive Effects
The Transaction will eliminate head-to-head competition between
Sevita and BrightSpring in each relevant market. The competitive
effects from the Transaction center on decreased quality and the
reduction of consumer choice.
Respondents are each other's closest competitor. Respondents
recognize that maintaining high occupancy rates and keeping their ICFs
full improves their revenues and profits. Referrals are central to
their profits and, accordingly, Respondents each attempt to increase
their own referrals, improve conversion of referrals, and then reduce
discharges of current residents.
To meet census and occupancy metrics, Respondents compete with each
other on quality; higher quality service is understood to increase
referrals and decrease discharges and vacancies. Moreover, consumer
choice is a central, and historical, concept in the IDD Services
community. Following an industry-wide push toward the
deinstitutionalization of IDD Services after the Supreme Court's
decision in Olmstead v. L.C., 527 U.S. 581 (1999), the core tenet of
the modern IDD Services industry is to provide individuals the freedom
to choose whether to reside in an ICF, a community setting, or in their
own homes. ``Choice'' includes choice of provider, setting, and
services. According to State and local regulators, as well as non-
profits and advocacy groups, choice of where to live is integral to the
well-being of individuals with IDD.
Reimbursement rates for ICFs (i.e., prices) are set by State
Medicaid agencies pursuant to Federal guidelines, meaning the merging
parties typically do not primarily compete on price. Antitrust law,
however, is not confined to price effects alone; it safeguards
consumers--here, individuals with IDD--from a broader spectrum of
harms. A substantial lessening of competition to provide ICF services
can manifest along non-price dimensions, most notably in quality and
choice. Quality harms occur when reduced rivalry diminishes incentives
to maintain, invest in, or improve facilities, staffing levels and
training, care standards, safety protocols, and individualized
services--critical factors for vulnerable populations. Choice harms
arise when consolidation limits the variety of providers, curtailing
families' ability to select facilities aligned with their unique needs
and preferences. The presence of regulatory oversight does not mitigate
the harm to competition in the relevant markets. The ability to
credibly sanction IDD providers ultimately rests on regulators' ability
to move residents out of offending facilities to alternative providers.
The combined company's high market shares in the relevant markets, and
the lack of meaningful alternative options to which residents can turn,
suggests that the threat of regulatory sanctions would not meaningfully
prevent the harm from the loss of quality competition. In fact, the
Transaction could heighten quality concerns to the extent reduced
alternatives impede Federal and State regulators' ability to
effectively enforce sanctions for quality deficiencies.
Entry or expansion into the ICF services market in the relevant
geographic markets is unlikely to be timely, likely, or sufficient to
offset anticompetitive harms caused by the Transaction. There are
significant barriers to entry and expansion for ICF service providers.
Regulations, market
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demand, and market dynamics all limit entry and expansion of ICFs.
IV. The Proposed Order and the Order To Maintain Assets
The proposed Order effectively remedies the competitive concerns
raised by the Transaction in each of the CBSAs at issue. Pursuant to
the proposed Order, Respondents are required to divest Sevita's ICFs in
the CBSAs at issue. Respondents must accomplish these divestitures no
later than 10 days after Sevita consummates the Transaction. The
proposed Order further requires Sevita to maintain the economic
viability, marketability, and competitiveness of the divested
facilities until the divestiture to Dungarvin Group, Inc.
(``Dungarvin'') is complete.
Dungarvin appears to be a suitable purchaser with experience
acquiring and improving residential facilities and services for
individuals with IDD. Dungarvin is financially sound and well-
positioned to integrate the divestiture assets quickly and effectively.
Dungarvin's previous industry experience, business plan, and financial
statements show that it will be able to effectively operate the
divestiture assets and preserve existing competition in the affected
CBSAs. The company has demonstrated a successful track record over more
than a decade of acquisitions, including into novel State markets, and
its business plan includes viable plans for the development and
improvement of the divested assets. Dungarvin also has the financial
capacity to acquire these assets and ensure their continued operation
going forward.
The proposed Order provides Dungarvin with the assets and support
necessary to take over the divested facilities in Indiana, Louisiana,
and Texas, and provide effective competition in the affected CBSAs. The
proposed Order contains several provisions to help ensure the
effectiveness of the relief. For example, Sevita has agreed to an Order
to Maintain Assets that requires Sevita to operate and maintain the
divestiture assets in the ordinary course of business consistent with
past practices until such assets are fully transferred to Dungarvin.
The Order also requires Sevita to provide transition services to
Dungarvin as it integrates the divestiture assets to enable Dungarvin
to operate similarly to how Respondents operated.
The proposed Order prohibits Sevita from re-acquiring any of the
divested facilities for a period of 10 years. The proposed Order also
requires Sevita to notify the Commission before acquiring any ICFs
located within any of the same CBSAs as the divested facilities. The
prior notice requirements are helpful where, as in this matter, future
acquisitions in already-concentrated markets are likely but could fall
below the Hart-Scott-Rodino Act premerger notification thresholds.
The proposed Order also includes provisions designed to ensure the
effectiveness of the relief, including a provision that allows the
Commission to appoint an independent third party as a Monitor to
oversee Respondents' compliance with the requirements of the proposed
Order. Respondents are also required to report on how they are
complying with the Order, submit compliance reports, maintain specific
written communications, and grant representatives of the Commission
access to information and personnel for purposes of determining
compliance with the Order.
The purpose of this analysis is to facilitate public comment on the
Consent Agreement and proposed Order to aid the Commission in
determining whether it should make the proposed Order final. This
analysis is not an official interpretation of the proposed Order and
does not modify its terms in any way.
By direction of the Commission.
Joel Christie,
Acting Secretary.
[FR Doc. 2026-02458 Filed 2-5-26; 8:45 am]
BILLING CODE 6750-01-P
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</html>Indexed from Federal Register on February 6, 2026.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.