FTC’s 2025 HSR Rule Changes Face Pushback from Hospital Groups

If you’ve ever wondered how many forms it takes to make a merger official, the Federal Trade Commission has an answer:
“More.” In 2025, the FTC’s updated Hart-Scott-Rodino (HSR) filing requirements officially took effect, andsurprise
they ask for a lot more information up front. For regulators, it’s a long-overdue software update. For many deal teams,
it’s like upgrading your phone and discovering the new operating system requires your life story, three references,
and a list of your top 10 friends… by revenue.

Hospitals and health systemsalready juggling tight margins, staffing shortages, and the day-to-day reality of keeping
humans alivehave been among the loudest critics. Hospital trade groups argue the new HSR approach piles on
compliance burdens, delays transactions that can stabilize struggling facilities, and acts like a “tax on mergers.”
Meanwhile, the FTC says the extra detail helps it spot truly problematic deals faster, without automatically escalating
everything to a full-blown investigation.

HSR in plain English: what it is, and why hospitals care

The HSR Act is the U.S. premerger notification system. For many larger deals, companies must notify the FTC and the
Department of Justice (DOJ) before closing and then wait (generally 30 days) while the agencies decide whether the deal
raises antitrust concerns. If the agencies want to dig deeper, they can request more information and extend the timeline.
In healthcare, where consolidation has been under intense scrutiny for years, even “routine” transactions can draw
attentionespecially if they involve competing hospitals, physician groups, outpatient sites, or payer/provider combos.

For hospital leaders, the practical question is simple: will this delay a transaction that’s meant to keep services
openlike labor and delivery, behavioral health, or rural emergency care? For regulators, the question is different:
do we have enough information early enough to identify a deal that could reduce competition, increase prices, or limit
patient options?

What changed in 2025: the HSR form got a lot more “talkative”

The FTC’s updated HSR form and instructions require more narrative explanations, more documents, and more structured
data about competitive overlaps and relationships. Think of it as moving from “Please attach your résumé” to
“Please attach your résumé, portfolio, cover letter, references, and a short essay on your career goals.”

1) More deal basics up front (even when the deal isn’t fully baked)

If there isn’t a definitive agreement with the key terms spelled out, filers may need to submit a dated document that
provides detail about the intended transactionlike a term sheet or the most recent draft agreementcovering items such
as structure, scope, purchase price calculation, estimated closing timeline, and even employee retention policies and
post-closing governance. The goal is to prevent “mystery deals” where the agencies can’t tell what’s actually happening
until later.

2) “Why are you doing this deal?” is now an official question

Many transactions have multiple rationales: expand service lines, stabilize finances, improve contracting leverage,
enter a new geography, integrate care, or… let’s be honest… reduce competitive headaches. Under the updated form,
filers generally must provide a brief description of the strategic rationale(s) and identify submitted documents that
confirm or discuss those rationales. If internal documents don’t agree with each other, filers may need to explain the
inconsistencies (which is a polite way of saying: your story should match your paper trail).

3) More documents beyond the traditional “4(c) and 4(d)” set

HSR has long required certain transaction-related documentstypically presentations and analyses discussing competition,
markets, and synergies. The updated approach expands document collection by reaching beyond officers and directors to
include similar deal-related documents prepared by or for a “supervisory deal team lead.” It also clarifies when draft
documents must be submitted if they were shared with board members. In practice, that can pull more emails, decks,
and drafts into the filing bundle.

4) Competition descriptions: overlaps, supply relationships, and “who are your top customers?”

One of the biggest changes is a more structured narrative about how the parties compete (or could compete), including
products and services that overlap and certain supply relationships. Filers may need to provide sales information,
customer categories, and top customer lists for overlap areas. For supply relationships, the form asks about selling to
or buying from the other party (or a competitor of the other party), plus top customers/suppliers and a description of
relevant agreements.

Hospitals immediately see the pain point here: healthcare “customers” are not always straightforward. Is it the patient?
The employer? The insurer? The government program? Also, many systems operate across dozens (or hundreds) of service
lines and locations, with complex contracting arrangements. Translating that reality into neat lists and narratives can
be doablebut it is rarely quick.

5) Ownership transparency: minority holders, interlocks, and prior acquisitions

The updated form requires additional information about minority interest holders for certain entities, and in some
cases more detail about officers and directors who may have overlapping roles in entities operating in the same
industry space. It also expands prior acquisition reportingwithin a five-year lookbacksubject to certain limitations
and thresholds, particularly tied to areas of competition reported in overlaps.

6) Other notable additions: translations, foreign subsidies, and global filings

The updates also include practical “gotchas” that matter in real deals: foreign-language documents may need
English translations, filers may need to report certain foreign subsidies received within a defined timeframe, and the
acquiring party may need to identify international antitrust authorities that have been or will be notified.
None of these are “healthcare only,” but health systems with cross-border vendors, partners, or investors may still
feel the extra lift.

Why the FTC says it needs more information up front

The FTC’s core argument is that modern deals are more complex than the form designed decades ago. Ownership structures
can be layered, investors can hold influence without full control, and competitive effects can show up in supply chains,
labor markets, or cross-market footprints. By collecting more information in the initial filing, the agency says it can
better decide which deals need deeper investigationpotentially reducing the need for broad, time-consuming follow-ups
in at least some cases.

In other words: the FTC wants a stronger screening tool. If the initial snapshot is blurry, the agency either misses
issues or has to ask for more later. The new form tries to sharpen that snapshot.

Why hospital groups are pushing back

Provider and hospital groups don’t generally argue that antitrust review should disappear. Their argument is that the
new form turns the “initial snapshot” into something closer to a mini-investigationimposing substantial time and cost
on every reportable deal, including those with minimal competitive risk.

“A tax on mergers” and a patient-care tradeoff

Hospital advocates have described the expanded paperwork as a merger “tax” that forces hospitals to divert resources
from patient care to compliance. The worry is especially pointed for organizations already under financial stress, or
for rural and community hospitals looking for affiliations or acquisitions to keep service lines alive.

The 30-day window vs. a mountain of information

A practical critique is bandwidth. Even if hospitals can gather and organize the new information, skeptics question
whether agencies can meaningfully review it within the waiting period. If the answer is “not really,” then hospitals
fear they’ll pay the cost without getting the benefit of faster clarity.

The legal and policy fight: lawsuits and amicus support

Business groups led by the U.S. Chamber of Commerce filed a lawsuit challenging the FTC’s expansion of HSR filing
requirements, arguing the rule exceeds the agency’s authority and violates administrative law standards. Hospital
associations later supported that challenge with an amicus brief, urging the court to set aside the rule and arguing
the changes are unnecessary and harmful to the hospital sector.

What this means for hospital M&A: timelines, teamwork, and “document hygiene”

Whether you love the new HSR form or want to launch it into the sun, hospital deal teams are adapting. The biggest
shifts are operational.

Expect more front-loaded work (and earlier antitrust conversations)

The new requirements push work earlier in the process: mapping overlaps, collecting ordinary-course plans and reports,
identifying minority holders, and building consistent narratives about deal rationale. That makes antitrust planning
less of a “right before filing” sprint and more of a “start early and keep notes” lifestyle.

Be careful with information sharing (gun-jumping risk doesn’t go away)

More detail in filings can tempt parties to exchange more information during diligence to complete narratives and
customer lists. But pre-close coordination can create “gun-jumping” concerns. The safest approach is still to share
only what’s needed, use clean teams when appropriate, and keep competitive decision-making separate until closing.

Internal documents matter more than ever

In healthcare deals, synergy narratives can be complicated: service expansion in one slide, “we can finally stop
fighting them for cardiology referrals” in an email, “improve negotiating leverage” in a draft memo. Under a more
expansive filing process, the mismatch between casual language and formal rationale can become a problem. The takeaway:
deal communications should be accurate, consistent, and mindful of how regulators read them.

Concrete examples: how the new HSR process can play out in healthcare

Example 1: A regional system acquires a community hospital

The parties may need to explain where they overlap (inpatient services, outpatient imaging, ambulatory surgery, etc.)
and provide high-level descriptions with supporting data. If there are supply relationshipssay, one party provides
lab services, IT services, or management services to a competitor of the otherthose may also need to be described.
Deal documents circulated outside the traditional officer/director bubble may become part of what gets submitted.
In short: the filing can feel closer to a “deal story dossier.”

Example 2: Hospital acquisition of a physician group or ASC platform

Many of these deals involve complex structures, multiple affiliates, and a mix of employment, professional services,
and governance arrangements. The updated form’s emphasis on ownership, minority holders, and prior acquisition history
can require careful trackingespecially if the acquiring system has done multiple physician or outpatient transactions
within the past five years in overlapping specialties or regions.

Example 3: A joint venture for outpatient expansion

Joint ventures can create competition questions that aren’t obvious from a simple “buyer buys seller” framework. If
partners compete today (or could compete tomorrow), the filing may need to describe overlaps and the JV’s purpose in a
way that matches internal plans. This is where the new emphasis on transaction rationale and ordinary-course business
documents can add real prep time.

How to adapt without losing your mind (or your weekend)

• Build an “HSR-ready” data room. Keep org charts, affiliate lists, and ownership information currentnot just when a deal drops.
• Inventory overlap areas early. Create a living map of key service lines and geographies so overlap descriptions aren’t reinvented every time.
• Standardize internal language. Train deal teams to describe rationales consistently and avoid sloppy phrases that can look like anticompetitive intent.
• Plan for extra time. Bake more lead time into signing-to-filing schedules, especially for multi-entity health systems.
• Use the right guardrails for diligence. Clean teams, redaction protocols, and careful handling of competitively sensitive information still matter.

Conclusion: a sharper screen, a heavier liftand a real clash of priorities

The FTC’s 2025 HSR changes reflect a clear philosophy: get more information earlier so regulators can evaluate deal risk
more effectively. Hospital groups’ pushback reflects another reality: healthcare transactions don’t happen in a vacuum,
and compliance burdens land on organizations trying to keep doors open and clinicians staffed. The policy debate is
ultimately about tradeoffsbetween deeper early review and the friction it creates for legitimate, potentially
pro-patient transactions.

For now, hospital dealmakers are living in the “new normal”: more narrative, more documentation, and more scrutiny up
front. Whether that leads to smarter enforcement or just slower deals (or both) depends on how agencies use the
informationand how courts respond to ongoing challenges.

Experiences from the trenches: what the new HSR reality feels like

No two hospital deals are identical, but the updated HSR process has created a set of shared “been there” moments that
come up again and again across transaction types. What follows are common, real-world experiences that healthcare deal
teams and advisors frequently describeless like a courtroom drama, more like a behind-the-scenes documentary where the
main villain is your spreadsheet.

1) The “Where did we put that chart?” scavenger hunt

The first experience is surprisingly mundane: hunting down organizational and ownership information that exists, but
not in one place. Health systems often have layered structuresparent entities, foundations, operating companies,
physician groups, real estate affiliates, and joint venture interests. Under the updated requirements, teams end up
pulling corporate records, cap tables, and governance details from multiple internal sources. The work isn’t conceptually
hard; it’s just time-consuming. One legal ops manager described it as “less antitrust analysis and more archaeology.”

2) Translating healthcare complexity into “HSR language”

Hospital operations don’t map neatly to a simple product list. “Cardiology” might include inpatient services,
outpatient clinics, imaging, cath lab procedures, and a constellation of employed and affiliated physicians. Add
different payer mixes, referral patterns, and site-of-care shifts, and suddenly the overlap narrative becomes a story
you could teach as a semester-long class. Deal teams often report that the hardest part is writing descriptions that
are accurate, consistent with ordinary-course documents, and understandable to a reviewer who may not live and breathe
healthcare delivery models.

3) The “document hygiene” wake-up call

A repeated experienceespecially for first-time filers under the new formis realizing that internal documents don’t
always speak with one voice. A board deck may emphasize community benefit and service stability. A strategy memo may
emphasize network growth and contracting leverage. A stray email may casually mention “taking out a competitor” (usually
meant figuratively… usually). Under a more document-heavy approach, teams feel a stronger need to align messaging,
clarify context, and ensure the filing’s explanation matches what’s already in writing. It’s less about “writing for the
government” and more about “writing as if your future self might have to explain this slide.”

4) The “this will help patients” vs. “this will take time” tension

Hospital executives often feel a genuine urgency: a struggling facility may need capital, staffing support, or
integration into a larger system to maintain services. The updated filing process can feel like it slows down a rescue
missionespecially when teams must gather detailed overlap and relationship information even for deals they view as
noncontroversial. Compliance staff, meanwhile, often feel pulled between two responsibilities: move fast to support the
operational goal and move carefully to avoid errors that can restart timelines. The experience is a constant balancing
actspeed with discipline.

5) The “new timeline math” (and the calendar grief that follows)

Finally, many teams describe the adjustment as calendar grief. Under the prior approach, you could sometimes treat HSR
preparation like a sprint after signing. With the updated requirements, the sprint becomes a relay race: diligence feeds
overlap mapping, which feeds document collection, which feeds narrative drafting, which feeds internal review, which
feeds… another internal review. The most successful teams report two key changes: they start earlier, and they assign a
single “traffic controller” to coordinate inputs across legal, finance, strategy, service-line leaders, and outside
advisors. The experience becomes less chaotic when someone owns the master checklist and politely insists that “we
cannot invent the top 10 customer list the night before filing.”

In short, the lived experience of the 2025 HSR update is not just “more paperwork.” It’s a shift in how hospital deals
are prepared: earlier planning, tighter storytelling, and more cross-functional coordination. Whether you see that as
better governance or a costly hurdle depends on where you sitbut either way, the form is now part of the deal strategy,
not just the deal paperwork.