Corporate Greed Case Study: Private Equity (GTCR) & Its Impact on American Healthcare
TL;DR: A Chicago-based private equity firm, GTCR, stands accused of orchestrating a deliberate plan to dominate the market for a critical, life-saving medical component. After acquiring the second-largest provider of specialized medical device coatings, Biocoat, the firm moved to buy the number one provider, Surmodics. Internal documents reveal a strategy to consolidate what was described as an “oligopoly,” creating a combined company that would control over half of the entire U.S. market and could lead to higher prices, lower quality, and stifled innovation for essential devices used in brain and heart surgeries. This is an examination of how the relentless pursuit of profit in a deregulated landscape threatens the integrity of American healthcare itself.
Read on for the full investigation into the allegations.
Table of Contents
- Introduction: A Takeover That Threatens Patient Safety
- Inside the Allegations: A Calculated Plan for Market Domination
- Regulatory Gaps: How Neoliberalism Invites Corporate Overreach
- Profit-Maximization at All Costs: The $627 Million Gamble
- The Economic Fallout: Squeezing Innovation and Raising Costs
- Public Health at Risk: The Unseen Component in Your Surgery
- Exploitation of Workers
- Community Impact: Local Lives Undermined
- The PR Machine: Corporate Spin Tactics
- Wealth Disparity & Corporate Greed
- Global Parallels: A Pattern of Predation
- Corporate Accountability Fails the Public
- Pathways for Reform & Consumer Advocacy
- Legal Minimalism: Doing Just Enough to Stay Plausibly Legal
- How Capitalism Exploits Delay: The Strategic Use of Time
- The Language of Legitimacy: How Courts Frame Harm
- Monetizing Harm: When Victimization Becomes a Revenue Model
- Profiting from Complexity: When Obscurity Shields Misconduct
- This Is the System Working as Intended
- Conclusion
- Frivolous or Serious Lawsuit?
Introduction: A Takeover That Threatens Patient Safety
In the sterile, high-stakes environment of an operating room, tiny components perform monumental tasks. A catheter navigating the delicate blood vessels of the brain or a guidewire placed near the heart relies on an invisible, hyper-slippery coating to prevent catastrophic tissue damage.
This microscopic layer, known as a hydrophilic coating, is a critical safety feature, and its market is now at the center of a major federal antitrust complaint that reveals a disturbing portrait of modern corporate ambition.
The Federal Trade Commission has stepped in to block a private equity firm’s plan to merge the two largest suppliers of these coatings in the United States.
The proposed acquisition is the culmination of an alleged strategy to consolidate a market, eliminate a rival, and gain overwhelming control over a component essential to American public health. This case offers a distressing look at how unchecked profit motives under a system of neoliberal capitalism can create ripple effects that travel from a corporate boardroom directly to a patient’s bedside.
Inside the Allegations: A Calculated Plan for Market Domination
The government’s case against private equity firm GTCR, its holding company, and Surmodics, Inc. is built on a foundation of the companies’ own documents and market realities.
The legal complaint alleges that GTCR’s proposed $627 million acquisition of Surmodics is a brazen attempt to create a monopoly. If the deal were to proceed, the resulting company would control over 50 percent of the U.S. market for outsourced hydrophilic coatings, a move the FTC deems presumptively illegal.
In 2022, GTCR acquired Biocoat, the second-largest player in the industry. With that key piece in place, it set its sights on the market leader, Surmodics. Internal presentations from GTCR described the outsourced hydrophilic coatings market as having an “oligopoly structure” and detailed a plan for a “roll-up” in the sector.
The elimination of head-to-head competition was not a side effect of the deal; it was the point of the whole thing!
The head of Surmodics’ coatings business, upon learning that GTCR had purchased his company’s primary rival, Biocoat, reportedly declared his intention to go to “war.” This fierce competition, which the FTC argues has driven innovation, improved quality, and kept prices in check, would be extinguished by the merger.
One company would go from being a “primary competitor” to being part of the same corporate family, leaving medical device manufacturers with fewer choices and less leverage.
| Date | Event | Significance | 
| 1979 | Surmodics is founded. | Becomes the #1 provider of outsourced hydrophilic coatings in the U.S. | 
| 1991 | Biocoat is founded. | Becomes the #2 provider and Surmodics’ main competitor. | 
| 2020 | Biocoat launches Hydak UV. | Biocoat develops a UV-cured coating, directly challenging Surmodics’ primary technology and intensifying competition. | 
| Nov. 2, 2022 | GTCR acquires a majority stake in Biocoat. | The private equity firm enters the market, allegedly with a plan to consolidate it. | 
| Oct. 2023 | Surmodics launches its next-generation coating, Preside. | The launch is seen as a direct competitive response to performance gains made by Biocoat. | 
| May 28, 2024 | GTCR agrees to acquire Surmodics. | The proposed $627 million deal would merge the #1 and #2 market players. | 
| May 14, 2025 | The FTC files its amended complaint to block the acquisition. | The government alleges the merger is anticompetitive and harmful to public health. | 
Regulatory Gaps: How Neoliberalism Invites Corporate Overreach
This case is a textbook example of a corporate strategy born from the logic of neoliberal capitalism: push the boundaries of the law until a regulator is forced to act. For decades, a political climate favoring deregulation and minimal government intervention has emboldened corporations to pursue mergers that would have once been considered unthinkable.
The very notion that a private equity firm could systematically acquire the #1 and #2 competitors in a vital industry highlights a system where anticompetitive behavior is always viewed as a rational business strategy.
The legal complaint itself is a reactive measure, a sign that the existing framework relies on the government to police brazen violations rather than preventing them from being conceived in the first place. The accused firms operated under the assumption that a market “roll-up” was a viable path to profit, treating potential antitrust litigation not as a moral red line, but as a calculated business risk on the way to corner the market.
In a neoliberal system, the incentive is to consolidate power and extract value, leaving the burden of proof on public watchdogs to protect the market from its own self-destructive tendencies.
This environment of regulatory permissiveness creates a vacuum where corporate entities, particularly private equity firms with no long-term stake in the industry’s health, can swoop in. Their goal is not to foster a competitive ecosystem but to streamline it for maximum financial extraction. The proposed merger is the logical endpoint of a system that has spent years chipping away at the guardrails designed to protect against the concentration of economic power.
Profit-Maximization at All Costs: The $627 Million Gamble
At its heart, the proposed acquisition is a $627 million bet that profits can be dramatically increased by eliminating competition.
The value of the deal is not rooted in creating a better product or a more efficient company, but in the power to control prices and reduce investments in costly areas like customer service and innovation. For a private equity firm like GTCR, which currently manages $40 billion in equity capital, this is a familiar playbook: acquire complementary assets, strip out competitive pressures, and maximize returns for investors.
The hydrophilic coatings market is particularly ripe for this kind of strategy.
While the coatings are a small fraction of a medical device’s total cost, they are absolutely critical to its function and FDA approval. This creates a situation of high demand inelasticity; medical device manufacturers cannot simply abandon the coatings, even if prices rise significantly. They are “locked-in” to using these specialized products, a vulnerability that a consolidated supplier could readily exploit for financial gain.
The complaint reveals that this focus on profit over competitive health was clear from the start. Both Surmodics and Biocoat saw each other as primary rivals, aggressively competing on price, service, and technology.
This competition is a direct cost to their bottom lines—money spent on research and development or offered as customer discounts is money that doesn’t flow back to shareholders. The merger promises to end this “costly” rivalry, transforming a competitive battlefield into a placid, privately-controlled tollbooth on the road to medical innovation.
The Economic Fallout: Squeezing Innovation and Raising Costs
The immediate victims of this merger would be the Original Equipment Manufacturers (OEMs) that produce life-saving medical devices.
These companies, ranging from massive corporations to nimble startups, rely on a competitive market to secure high-quality coatings at a fair price. The complaint alleges that the acquisition would lead directly to a “substantial lessening of competition,” resulting in higher prices, diminished quality, and reduced innovation.
OEMs often conduct feasibility studies with multiple coating providers simultaneously, pitting them against each other to get the best performance and price. With the two leading providers under one roof, that competitive dynamic would vanish.
A startup developing a groundbreaking new catheter would lose its ability to negotiate between the industry’s top two experts, potentially facing a take-it-or-leave-it offer that could stifle its growth or render its product financially non-viable.
Furthermore, the complaint details how head-to-head competition has driven both Surmodics and Biocoat to innovate.
Biocoat hired a former Surmodics scientist to develop its own UV-cured coating to compete directly with Surmodics’ core product. In turn, Surmodics developed its next-generation coating, Preside, partly in response to Biocoat’s gains. This engine of innovation, fueled by rivalry, is precisely what the merger threatens to dismantle, leaving the market with fewer advancements and inferior products over the long term.
Public Health at Risk: The Unseen Component in Your Surgery
While the economic arguments are compelling, the most alarming aspect of this case is its direct link to public health.
Hydrophilic coatings are a vital safety component for interventional medical devices used in neurological, cardiovascular, and peripheral vascular procedures. Without a high-performing coating, a catheter inserted into a blood vessel could create friction, shedding particles or damaging sensitive tissue, with potentially devastating consequences for the patient.
The Food and Drug Administration (FDA) evaluates these coatings as part of its approval process for the entire medical device.
A coating’s performance is judged on three key criteria: lubricity (how slippery it is), particulate count (how many particles it sheds), and durability. A failure in any of these areas can lead the FDA to reject a device, costing an OEM millions of dollars and years of development. The complaint argues that by eliminating the intense competition that drives improvements in these very metrics, the merger would pose a direct threat to the quality and safety of medical devices used by millions of Americans.
OEMs rely on the reputation and track record of established providers like Surmodics and Biocoat to mitigate the risk of FDA rejection.
The fear is that a combined entity, facing little meaningful competition, would have less incentive to maintain the highest levels of quality control, research, and customer support. The drive for profit maximization could lead to subtle declines in coating performance that, while not immediately obvious, could increase risks for patients undergoing some of the most complex and delicate medical procedures.
Exploitation of Workers
While the legal complaint focuses squarely on market dynamics and consumer harm, it operates within a broader economic system where the drive for consolidation often has direct consequences for labor. In many corporate mergers and private equity takeovers, the mandate to “unlock value” or “create efficiencies” becomes a euphemism for layoffs, wage stagnation, and the erosion of benefits.
Workers who have dedicated years to building a company’s reputation for quality and service can find themselves treated as liabilities on a balance sheet.
The pressure to maximize shareholder returns in a newly consolidated market can lead to a squeeze on labor costs.
Companies may reduce headcount in areas now deemed redundant, such as competing research and development teams or separate sales forces. This not only harms the displaced workers but also diminishes the institutional knowledge and expertise within the company, which can have long-term negative effects on product quality and innovation—a risk that ultimately gets passed on to the public.
Community Impact: Local Lives Undermined
Corporate consolidation, especially when driven by remote private equity firms, can fray the connection between a company and its community. Companies like Surmodics, founded in 1979 in Minnesota, and Biocoat, founded in 1991 in Pennsylvania, have been part of their local economic fabric for decades. They represent not just jobs, but also a history of local investment and identity.
When control is centralized in a distant financial hub like Chicago, local priorities can fade. Decisions are no longer made with consideration for the regional ecosystem but are based on a global, portfolio-wide financial strategy. This pattern, seen across industries under late-stage capitalism, can lead to the closure of local facilities, a reduction in local contracting, and a diminished role in community leadership, fundamentally altering the economic and social landscape of the towns that once nurtured these businesses.
The PR Machine: Corporate Spin Tactics
In the high-stakes world of mergers and acquisitions, the battle for public perception is waged alongside the legal battle. While the current complaint does not detail the specific public relations strategies of the firms involved, the playbook for corporations in this position is well-established. It often involves framing the merger in the language of progress and consumer benefit, using terms like “synergy,” “enhanced capabilities,” and “a broader portfolio of solutions.”
This corporate spin is designed to obscure the anticompetitive core of the transaction. It presents the elimination of a rival not as a loss for the market, but as a gain for the customer, who will supposedly benefit from the combined strength of the two entities. Such narratives are a hallmark of corporate reputation management, where language is carefully crafted to neutralize criticism and paint a picture of benevolent progress, even as internal documents may reveal a more cynical strategy focused on market dominance and pricing power.
Wealth Disparity & Corporate Greed
A $627 million acquisition does not materialize out of thin air. It represents a massive transfer of capital, intended to generate even greater wealth for a small circle of investors and executives.
The deal is a depressing illustration of an economic system designed to reward the accumulation of capital and market power, often at the expense of the public good. The immense profits sought by such a transaction stand in sharp contrast to the potential costs passed on to patients and the healthcare system.
This dynamic is a core driver of wealth inequality. Private equity firms, which manage capital for wealthy individuals and institutions, specialize in transactions that concentrate market power and extract value. The financial rewards for the architects of these deals are astronomical, while the risks—such as higher costs for essential medical supplies or a decline in life-saving innovation—are socialized, borne by the public at large. It is a system that privatizes profit while publicizing harm.
Global Parallels: A Pattern of Predation
The strategy allegedly pursued by GTCR is not unique; it is a recurring pattern in the globalized, neoliberal economy. From pharmaceuticals and agriculture to telecommunications and technology, industries have seen aggressive consolidation campaigns aimed at reducing competition and establishing dominant market players. This is the predictable result of a global financial system that rewards scale and power above all else.
In countries across the world, antitrust regulators are fighting similar battles against corporate giants seeking to merge with their closest competitors. These cases often share common themes: claims of “efficiency” that mask plans for price hikes, the loss of innovation as competitive pressures fade, and the vulnerability of consumers and smaller businesses caught in the wake. The fight over hydrophilic coatings in the U.S. is a local manifestation of a global struggle to prevent key markets from falling under the control of a handful of powerful actors.
Corporate Accountability Fails the Public
Even when regulators step in, the remedies can feel inadequate compared to the scale of the intended market manipulation. The FTC’s “Notice of Contemplated Relief” in this case calls for a complete divestiture of assets if the deal is consummated, a prohibition on future unapproved mergers, and ongoing monitoring. While necessary, these measures are fundamentally defensive, designed to undo a harm that has already been planned and pursued.
True corporate accountability remains elusive in a system where financial penalties are often seen as a cost of doing business and where individual executives rarely face personal liability for anticompetitive strategies. The system incentivizes companies to push the legal envelope, knowing that the most likely outcome is a civil settlement or a court order to unwind the transaction, not a fundamental challenge to their power. This allows the cycle to repeat, with firms constantly probing for weaknesses in regulatory oversight in their relentless pursuit of profit.
Pathways for Reform & Consumer Advocacy
This case underscores the urgent need for stronger antitrust enforcement and systemic reform. Preventing anticompetitive mergers before they are announced, rather than fighting them in court after the fact, requires a more proactive and well-funded regulatory posture. This includes tightening the legal standards for what constitutes a harmful merger and lowering the burden of proof required for government intervention.
Furthermore, fostering a more resilient market requires empowering smaller players and encouraging new entrants. The complaint notes that barriers to entry in the hydrophilic coatings market are incredibly high, taking years of development and a proven track record of FDA approvals to even compete. Policy solutions could include public investment in alternative technologies or creating pathways for smaller, innovative firms to navigate the stringent regulatory process, ensuring that giants like Surmodics and Biocoat always face the threat of new competition.
This Is the System Working as Intended
It is tempting to view this case as a failure of the system—an example of corporate greed run amok. A more critical analysis, however, reveals that this is the system of late-stage, neoliberal capitalism working exactly as intended. It is a system that structurally prioritizes capital accumulation and shareholder value over all other considerations, including public health and competitive fairness.
The strategy by GTCR is not an aberration here; it is the logical product of a financialized economy that encourages and rewards the consolidation of power. The goal is to transform a dynamic, competitive market into a static, predictable source of revenue. From this perspective, the FTC’s intervention is not a sign of a broken system, but a necessary and crucial point of resistance against the system’s natural trajectory toward monopoly.
Conclusion
The legal battle over the future of the hydrophilic coatings market is more than a niche corporate dispute. It is a frontline in the broader war to protect the integrity of the American healthcare system from the predatory forces of unchecked capitalism. The government’s complaint paints a damning picture of a private equity firm allegedly attempting to corner the market on a component that is indispensable for the safety of modern surgery. The stated goal was not to build a better product, but to eliminate a rival and seize control.
This case forces a vital public conversation about our priorities. Do we accept an economic model where the quality, price, and innovation of life-saving medical technology are dictated by the profit motives of a handful of powerful investors?
Or do we demand a system where the public good is fiercely protected, where competition is nurtured as a driver of progress, and where corporations are held accountable not just for following the letter of the law, but for upholding the public trust? The health of millions of Americans may depend on the answer.
Frivolous or Serious Lawsuit?
The allegations laid out in the Federal Trade Commission’s complaint represent a serious and substantial legal grievance. Supported by the companies’ own internal documents, market share data, and the fundamental principles of antitrust law, the lawsuit is anything but frivolous.
It directly confronts a “presumptively illegal” concentration of market power, where a merger would combine the #1 and #2 competitors to create an entity controlling over half the market. Given that the product in question is a critical safety component in life-saving medical devices, the potential for public harm elevates this beyond a mere business dispute into a matter of urgent public interest.
I finally got access to LexisNexis!! Here’s a link to anyone for anyone who has the ability to view them: https://www.law360.com/cases/67ca059c558964fdb7f1897a/articles
The FTC’s website has a press release about this legal controversy with this shitty private equity firm: https://www.ftc.gov/news-events/news/press-releases/2025/03/ftc-challenges-medical-device-coatings-deal
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This website is facing massive amounts of headwind trying to procure the lawsuits relating to corporate misconduct. We are being pimp-slapped by a quadruple whammy:
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- My access to the LexisNexis legal research platform got revoked. This isn't related to Trump or anything, but it still hurt as I'm being forced to scrounge around public sources to find legal documents now. Sadge.
All four of these factors are severely limiting my ability to access stories of corporate misconduct.
Due to this, I have temporarily decreased the amount of articles published everyday from 5 down to 3, and I will also be publishing articles from previous years as I was fortunate enough to download a butt load of EPA documents back in 2022 and 2023 to make YouTube videos with.... This also means that you'll be seeing many more environmental violation stories going forward :3
Thank you for your attention to this matter,
Aleeia (owner and publisher of www.evilcorporations.com)
Also, can we talk about how ICE has a $170 billion annual budget, while the EPA-- which protects the air we breathe and water we drink-- barely clocks $4 billion? Just something to think about....