The invisible ownership transfer reshaping physician M&A

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When Humana’s CenterWell closed its acquisition of MaxHealth in February, the deal looked straightforward enough: a payer buying a primary care network to shore up its Medicare Advantage business in Florida. But the structure of the transaction told a more complicated story. 

MaxHealth was assembled over several years by Arsenal Capital Partners, a private equity firm that combined three provider organizations and 13 independent practices into a scaled primary care platform — and then sold it to a payer for approximately $1 billion.

The deal is a clean illustration of the PE-to-payer pipeline emerging in healthcare, in which a PE firm acquires and restructures physician practices, builds them into scalable platforms, and exits to payers and large strategic consolidators at a premium. It’s a pattern that appeared again weeks later when Ascension closed its $3.9 billion acquisition of AmSurg — a company whose majority ownership had passed to a group of investment firms, including Pacific Investment Management, following Envision Healthcare’s 2023 bankruptcy.

The pipeline matters because it changes who ultimately controls physician practices — and because the market effects may compound across both stages. 

A February study in Health Affairs found that prices at ASCs rose an average of 11% after Optum acquired them — an increase driven by higher professional fees and concentrated in markets where Optum held stronger market share. Financial distress or reimbursement variability drove more than 40% of provider-side M&A transactions in 2025, meaning many practices entering the pipeline are already financially stressed when private equity arrives.

The MaxHealth deal traces the pipeline in detail. Arsenal began building the platform in 2022. By the time CenterWell acquired it, MaxHealth operated 54 owned primary care clinics, four specialty and ancillary locations and 24 affiliated clinics serving more than 120,000 patients throughout West and South Florida, with more than 80,000 in value-based care arrangements. 

For Humana, the strategic logic was evident. Payer-operated practices now account for 4.2% of the national Medicare primary care market by service volume, up from just 0.8% in 2016, according to a July 2025 study in Health Affairs Scholar. In counties with above-average Medicare Advantage enrollment, that share rises to 5.5%.

The Amsurg deal follows a longer trajectory. The company was originally built on a physician-partnership model — Amsurg retained 51% of each center, physicians 49% — before merging with Envision Healthcare in 2016 and becoming buried under the debt of a $9.9 billion leveraged buyout. After Envision’s bankruptcy in 2023, Amsurg emerged as a standalone company with Pacific Investment Management as its majority owner. Two years of rebuilding later, Ascension agreed to acquire it for $3.9 billion.

 “Amsurg has a great management team,” Ascension President Eduardo Conrado told Becker’s. “They’ve got an operational platform that mirrors their areas of focus, which is quality, clinical engagement, and patient experience — in a segment that’s growing 9% to 12% over the next five years.”

The deal landed Ascension in the sights of federal antitrust regulators. The Federal Trade Commission required Ascension to divest seven AmSurg facilities in overlapping markets before clearing the acquisition, identifying five metro areas — Nashville, Tenn.; Panama City, Fla.; Tulsa, Okla.; Waco, Texas; and Wichita, Kan. — where the deal would otherwise reduce competition. Six of the seven centers were transferred to SC Affiliates, a subsidiary of Optum’s SCA Health. Ascension closed the deal June 4, giving it more than 300 ASCs across 35 states. “Healthcare is increasingly moving beyond the traditional hospital setting, and this acquisition positions us to lead that transformation,” said Eduardo Conrado, president and CEO of Ascension.

The FTC’s action reflects a growing regulatory posture toward outpatient consolidation specifically. Seven ASC leaders told Becker’s the consent order signals that regulators now understand ASCs as highly localized monopoly markets — competitive not at a national or statewide level, but metro-area-specific and service-line-specific. “This order shows that regulators now understand what many of us in the field have known for a long time: ASCs are no longer peripheral assets,” said Shakeel Ahmed, MD, CEO of Atlas Surgical Group in St. Louis.

The buyer mix is also broadening well beyond payers. Pharmaceutical distributors have moved aggressively into physician practices as acquirers: Cardinal Health’s GI Alliance acquired Solaris Health, a urology platform, from Lee Equity Partners, while Cencora acquired Retina Consultants of America from Webster Equity Partners and McKesson acquired ophthalmology and retina services provider Prism Vision Group from Quad-C Management — all PE exits to strategic consolidators. Cardinal officially launched The Specialty Alliance in July 2025, a national multispecialty MSO platform supporting approximately 2,200 providers across 28 states.

For independent physicians considering their options, the shape of the market has changed. Selling to private equity increasingly means selling to an intermediary rather than a final owner — one whose exit strategy may involve a buyer with entirely different strategic priorities. Only 42.2% of physicians in 2024 were in physician-owned independent private practice, according to a 2025 American Medical Association analysis — 18 percentage points lower than in 2012. The pipeline is accelerating the decline, and as the MaxHealth and Amsurg deals show, it is operating at scale.

At the Becker’s 32nd Annual Meeting: The Business and Operations of ASCs, taking place October 29-31 in Chicago, ASC leaders, surgeons and healthcare executives will explore strategies to drive growth, enhance operational performance, navigate reimbursement challenges and prepare for the future of ambulatory surgery. Apply for complimentary registration now.

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Is ambulatory care healthcare’s big margin engine? 4 leaders weigh in

Wednesday, July 29
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Presenters: Joe Ganley, athenahealthJeffrey Flynn, CASC, Gramercy Surgery CenterBryan Tsao, Access Center, Loma Linda University HealthJason Zepeda, Northridge Hospital Medical Center, CommonSpirit HealthGreg DeConciliis, PA-C, CASC, Boston Out­Patient Surgical Suites

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