Case Studies

Navigating DOJ antitrust hurdles in $150 million acquisition

Client:

Humana, Inc.

Team:

Partner Shawn Johnson and former partner Art Lerner.
Counsel Barbara Ryland.
Associates Lauren Patterson,
Elliot Golding and Dina Epstein.

Challange:

The Department of Justice Antitrust Division was concerned about the proposed acquisition by our client, Humana Inc., of Arcadian Management Services, Inc. Both companies sponsor Medicare Advantage programs.

Solution:

Combining our extensive experience in the antitrust area and the managed care industry, we worked with Humana in responding to the DOJ investigation to develop information that resulted in DOJ narrowing the scope of its investigation and concerns, significantly reducing areas of potential enforcement interest.

Result:

We negotiated a consent agreement and resolution of antitrust concerns to permit closing of this acquisition, which will serve the health insurance needs of approximately 64,000 enrollees. Under the agreement, Humana agreed to make negotiated post-closing divestitures in selected local market areas, persuading DOJ that because of the special circumstances of the case, DOJ pre-closing approval of all purchasers of divestiture assets and a “hold separate” between Arcadian and Humana before the divestitures were unnecessary.
Crowell & Moring LLP is an international law firm with more than 500 lawyers representing clients in litigation and arbitration, regulatory, and transactional matters. The firm is internationally recognized for its representation of Fortune 500 companies in high-stakes litigation, as well as its ongoing commitment to pro bono service and diversity. The firm has offices in Washington, DC, New York, Los Angeles, San Francisco, Orange County, London, and Brussels.

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