Notice2026-11635
Ascension Health Alliance; 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
June 10, 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 111 (Wednesday, June 10, 2026)</title>
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[Federal Register Volume 91, Number 111 (Wednesday, June 10, 2026)]
[Notices]
[Pages 35208-35210]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-11635]
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FEDERAL TRADE COMMISSION
[File No. 251 0093]
Ascension Health Alliance; 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 July 10, 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 ``Ascension
Health Alliance; File No. 251 0093'' 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: Federal Trade Commission, Office
of the Secretary, 600 Pennsylvania Avenue NW, Mail Stop H-144 (Annex
O), Washington, DC 20580.
SUPPLEMENTARY INFORMATION: Pursuant to section 6(f) of the Federal
Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule 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
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approval, by the Commission, has been placed on the public record for a
period of 30 days. The following Analysis 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 at <a href="https://www.ftc.gov/news-events/commission-actions">https://www.ftc.gov/news-events/commission-actions</a>.
You can file a comment online or on paper. For the Commission to
consider your comment, we must receive it on or before July 10, 2026.
Write ``Ascension Health Alliance; File No. 251 0093'' 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.
We encourage you to submit comments through the <a href="https://www.regulations.gov">https://www.regulations.gov</a> website. Postal mail addressed to the Commission
will be subject to delay because of heightened security screening. If
you prefer to file your comment on paper, write ``Ascension Health
Alliance; File No. 251 0093'' on your comment and on the envelope, and
send it via overnight service to: Federal Trade Commission, Office of
the Secretary, 600 Pennsylvania Avenue NW, Mail Stop H-144 (Annex O),
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, 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 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 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 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 the <a href="https://www.regulations.gov">https://www.regulations.gov</a> website--as legally
required by FTC Rule 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 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 the proposed settlement. 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 July 10, 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 Agreement Containing Consent Orders To Aid Public Comment
I. Introduction
The Federal Trade Commission (``Commission'') has accepted, subject
to final approval, an Agreement Containing Consent Orders (``Consent
Agreement'') with Ascension Health Alliance (``Ascension'') and
Ambulatory TopCo, LLC (``AmSurg'') (collectively, the ``Respondents'').
The Consent Agreement is intended to remedy the anticompetitive
effects that likely would result from Ascension's proposed acquisition
of AmSurg (the ``Proposed Transaction''). The Proposed Transaction,
valued at approximately $3.9 billion, would combine two significant
providers of outpatient surgical services in several local markets.
The Commission's Complaint alleges that the Proposed Transaction,
if consummated, would violate Section 7 of the Clayton Act and Section
5 of the Federal Trade Commission Act by substantially lessening
competition in the markets for certain outpatient surgical services in
five metropolitan areas. In the relevant markets, the Respondents are
close competitors, health plans rely on them as meaningful
alternatives, and data and other evidence show significant patient
substitution between their facilities.
The Consent Agreement requires divestitures of AmSurg's ownership
interests in specified ambulatory surgery centers in five metropolitan
areas in order to restore the competition that the Proposed Transaction
would otherwise eliminate.
II. The Respondents and the Proposed Transaction
Ascension is a national nonprofit Catholic health system that
operates hospitals, physician groups, senior living facilities, and
ambulatory surgery centers. Ascension provides outpatient surgical care
through its hospital outpatient departments and through ambulatory
surgery centers in which it has ownership or partnership interests.
AmSurg is headquartered in Nashville, Tennessee, and operates
ambulatory surgery centers across 34 states and the District of
Columbia, typically through joint ventures with local physician groups.
The Proposed Transaction would transfer all non-corporate interests
of AmSurg to Ascension for approximately $3.9 billion.
III. The Relevant Markets
The Complaint alleges that the relevant lines of commerce in which
to analyze the Transaction are the sale and provision of outpatient
surgeries or procedures performed by, and under the direction of, (i)
gastroenterologists, (ii) ophthalmologists, and (iii) orthopedists.
Within each specialty, outpatient surgeries and procedures are a
cluster of procedures that do not require an overnight stay at a
healthcare facility, and can be performed at an ASC, a specialty
hospital, or a general acute care hospital.
The relevant geographic markets are five metropolitan areas where
the Respondents compete directly and where the data indicate that the
Proposed Transaction raises significant competitive concerns:
(a) Nashville, Tennessee, which means Davidson, Sumner, Williamson,
and Wilson Counties;
(b) Panama City, Florida, which means the Panama City Metropolitan
Statistical Area (MSA);
(c) Tulsa, Oklahoma, which means the Tulsa MSA;
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(d) Waco, Texas, which means the Waco MSA; and
(e) Wichita, Kansas, which means the Wichita MSA.
IV. Market Structure and Competitive Concerns
The Complaint alleges that the Proposed Transaction would
substantially lessen competition in each of the five relevant markets.
In each market, the Proposed Transaction would substantially increase
concentration, and it would eliminate actual, direct, and substantial
head-to-head competition between Respondents, increasing the likelihood
that the merged firm would unilaterally charge higher prices and reduce
quality and innovation.
V. Entry Conditions
The Complaint alleges that entry or expansion by competitors would
not be timely, likely, or sufficient in magnitude to prevent or to
deter the anticompetitive effects of the Proposed Transaction.
VI. Proposed Order
The Consent Agreement requires the divestiture of AmSurg's majority
interests in seven ambulatory surgery centers in the five relevant
geographic markets. These divestitures are intended to preserve the
current level of competition that would otherwise be lost through the
Proposed Transaction.
Six of the centers will be divested to SC Affiliates, an affiliate
of UnitedHealth Group that operates and supports ambulatory surgery
centers nationwide. The remaining center in Panama City will be
divested to a physician group that currently owns a minority stake and
that will assume full ownership. Accordingly, both proposed divestiture
buyers operate ambulatory service centers today and can operate the
divested centers independently following the Proposed Transaction.
The Consent Agreement includes standard provisions designed to
ensure that the divestitures are completed promptly and effectively.
Respondents must provide transition assistance for up to one year,
protect confidential information, maintain the viability of the
divested assets until transfer, and refrain from interfering with the
employment relationships at the facilities. The Consent Agreement also
requires appointment of a monitor to oversee compliance with all
divestiture and transition obligations. If the Commission determines
that either buyer is not suitable or that respondents fail to complete
the divestitures, the Consent Agreement provides for the appointment of
a trustee to complete the divestiture process.
The Consent Agreement contains standard reporting and access
requirements. The term of the proposed Order is ten years.
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.
April J. Tabor,
Secretary.
[FR Doc. 2026-11635 Filed 6-9-26; 8:45 am]
BILLING CODE 6750-01-P
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</html>Indexed from Federal Register on June 10, 2026.
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