Winston Unscrambles Hospital Merger in FTC-Ordered Divestiture

A team of Winston & Strawn’s antitrust litigation and corporate attorneys successfully represented Ohio-based St. Luke’s Hospital in its highly publicized FTC-ordered divestiture from ProMedica Health System. The transaction received national media attention, as ordered divestitures of consummated mergers are rare. 

St. Luke’s merged with ProMedica in 2010 and the transaction was almost immediately challenged by the FTC. ProMedica battled the FTC for over five years, but the divestiture order became final in 2015 when the U.S. Supreme Court declined review.

Winston was retained by St. Luke’s Hospital in 2012 as independent counsel and worked to provide antitrust guidance throughout the FTC divestiture process. After the FTC order became final, the Winston team began negotiating with the FTC, as well as ProMedica, regarding the terms of a divestiture that would unwind the merger and restore St. Luke’s Hospital as an independent hospital. Winston’s team guided St. Luke’s through the complex divestiture process and assisted with all aspects of the transaction. The divestiture was approved by the FTC on June 24, 2016 and closed on June 30, 2016. 

The transaction was led by Corporate Partner Pat Doyle. The team was assisted by Partner Dennis Kelly and Associate Jennifer Stadler, among others.