Humana entered a new joint venture with HPS Investment Partners, a BlackRock affiliate, to manage funds and accounts across a network of nearly 150 CenterWell Senior Primary Care clinics.
The new structure will replace CenterWell’s existing joint ventures with Welsh, Carson, Anderson & Stowe, or WCAS.
BlackRock will acquire WCAS’s current equity ownership in the clinics, valued at about $2.8 billion.
The new joint venture will be majority owned by BlackRock and minority owned by CenterWell.
CenterWell will continue to manage and operate all clinics owned through the joint venture.
Humana said the transaction is expected to improve balance sheet efficiency, provide additional growth capital, increase financial flexibility, and reduce its cost of capital.
The arrangement is also expected to support continued expansion of CenterWell Senior Primary Care, which Humana describes as the nation’s largest provider of senior-focused value-based primary care.
Over the next two years, the new joint venture is expected to deploy additional capital to support existing clinical operations, establish new clinics, and expand the network through strategic acquisitions.
Beginning in 2028, CenterWell will have the option to purchase clinics from the joint venture at its discretion.
If CenterWell has not acquired all remaining clinics by the end of 2033, BlackRock will have the right to pursue a sale process for those clinics, subject to CenterWell’s right to submit the first offer.
Humana said the new joint venture does not include a put option.
As a result, the company expects a significant reduction in balance sheet liabilities associated with the put arrangements in its existing joint ventures.
Humana also expects the new structure to provide a significantly lower cost of capital, reflecting the maturity of the CenterWell business.
The transaction represents Humana’s second strategic deal with BlackRock in 2026.
Earlier in the year, Humana announced an agreement to divest all or substantially all of its minority interest in Gentiva to a consortium of investors that includes BlackRock.
The CenterWell transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions and state and federal regulatory approvals.
Humana said the transaction is not expected to materially affect its 2026 adjusted earnings guidance.
Guggenheim Securities served as Humana’s lead financial advisor, while Goldman Sachs acted as financial advisor.
Fried, Frank, Harris, Shriver & Jacobson served as corporate legal counsel to Humana.
“We look forward to this new venture with BlackRock as our partner, while our growing network of CenterWell clinics remains dedicated to serving patients with our unique model of senior-focused, value-based care. We are grateful to the WCAS team for their strong partnership and meaningful contribution over the past seven years and look forward to continued success for CenterWell Senior Primary Care with the support of BlackRock.”
Dr. Sanjay Shetty, President of CenterWell
