Humana Swaps WCAS for BlackRock in $2.8B CenterWell Clinic Partnership

summarizeSummary

A new joint venture with BlackRock will manage nearly 150 CenterWell Senior Primary Care clinics, replacing the existing WCAS partnership. BlackRock will acquire WCAS's ~$2.8 billion equity stake, and the removal of a put option is expected to significantly reduce Humana's balance sheet liabilities. Over the next two years, the new joint venture is expected to deploy additional capital to fund existing clinical operations, establish new clinics, and expand the network through strategic acquisitions.

check_boxKey Events · M&A and Partnerships · HUM

• New · Oct 13 · BusinessWire

  Additional Capital Deployment Expected

  Over the next two years, the new joint venture is expected to deploy additional capital. Additional capital will be used to fund existing clinical operations, establish new clinics, and expand the network through strategic acquisitions.

• New · Oct 13 · BusinessWire

  BlackRock Receives Protections

  BlackRock will receive certain protections due to the removal of the put arrangements for the existing joint ventures.

• Updated · Oct 13 · BusinessWire

  BlackRock Replaces WCAS in CenterWell JV

  BlackRock (via HPS Investment Partners) will acquire WCAS's equity stake in the CenterWell Senior Primary Care joint venture, valued at approximately $2.8 billion, becoming the majority owner of nearly 150 clinics. CenterWell will hold a minority stake.

• Updated · Oct 13 · BusinessWire

  CenterWell Retains Control and Purchase Option

  CenterWell continues to manage and operate all clinics and gains the option to purchase clinics from the joint venture beginning in 2028, with BlackRock holding an exit right after 2033. If CenterWell has not acquired all of the joint venture’s clinics by the end of 2033, BlackRock will have the right to exit the joint venture through a sale process for the joint venture’s remaining clinics, and CenterWell has the right to submit the first offer to acquire any such remaining clinics.

• Put Option Removed, Liabilities Reduced

  The new joint venture structure eliminates the put option held by WCAS, which Humana expects will significantly reduce balance sheet liabilities and lower its cost of capital.

• FY 2026 Guidance Affirmed

  Humana affirmed its FY 2026 adjusted EPS guidance of at least $9.00, consistent with prior disclosures, and stated the transaction is not expected to materially impact 2026 adjusted earnings.

auto_awesomeAnalysis · HUM · Finance

A restructuring of CenterWell Senior Primary Care clinic ownership brings BlackRock in as the majority partner, replacing WCAS in a deal that values WCAS's stake at approximately $2.8 billion. The most significant financial benefit is the removal of a put option that had weighed heavily on Humana's balance sheet; the company anticipates a substantial reduction in liabilities and a lower cost of capital. CenterWell keeps operational control and gains a purchase option starting in 2028, while BlackRock receives minimum return protections and an exit right after 2033. If CenterWell has not acquired all of the joint venture’s clinics by the end of 2033, BlackRock will have the right to exit the joint venture through a sale process for the joint venture’s remaining clinics, and CenterWell has the right to submit the first offer to acquire any such remaining clinics. The transaction is expected to close in Q4 2026, subject to regulatory approval, and is not expected to materially impact 2026 adjusted earnings guidance, which Humana affirmed at at least $9.00 per share.