Humana said Tuesday that BlackRock will acquire Welsh, Carson, Anderson & Stowe’s majority stake in a venture that owns nearly 150 senior primary care clinics, in a deal valued at about $2.8 billion. Humana’s CenterWell division will keep a minority stake and continue to manage and operate every clinic. The venture’s majority owner will change, but CenterWell will still run the clinics.
Ownership and operations
BlackRock will replace Welsh, Carson, Anderson & Stowe, also known as WCAS, as Humana’s partner in the clinic venture. The $2.8 billion valuation refers to the value of WCAS’s stake, not proceeds announced for Humana, according to Evercore ISI analyst Elizabeth Anderson. Humana said the arrangement will provide growth capital, lower its cost of capital and significantly reduce liabilities on its balance sheet.
CenterWell will retain a minority ownership interest and remain responsible for managing and operating all the clinics. It has an option to purchase clinics from the joint venture beginning in 2028. The announcement doesn’t say CenterWell will buy any clinics immediately; it describes a future option and the conditions for a possible purchase.
Anderson said: “The $2.8 billion represents the value of WCAS's stake rather than announced proceeds to HUM.” She said the transition gives Humana more time to further develop the clinic portfolio and raise profitability, while delaying even longer the date when it has to exercise its option.
Future purchase and exit terms
The agreement sets out another point in the ownership timeline. If CenterWell hasn’t acquired all the clinics by the end of 2033, BlackRock can exit through a sale process. CenterWell would have the right to make the first offer in that process. The announcement doesn’t specify whether CenterWell will exercise its option, how many clinics it might purchase or what a future sale price would be.
The transaction is expected to close in the fourth quarter of 2026, subject to regulatory approvals. Humana said it isn’t expected to have a material impact on its 2026 adjusted earnings guidance. The company also said the new arrangement is intended to provide growth capital and reduce balance-sheet liabilities; the announcement provided no further financial terms.
Humana's other BlackRock transaction
This is Humana’s second strategic transaction with BlackRock this year. The companies previously agreed to divest Humana’s minority stake in Gentiva, a provider of hospice and palliative care services, to an investor consortium that includes BlackRock. Humana identified that transaction as a separate deal and provided no additional terms for it in the clinic announcement.
BlackRock will take over WCAS’s former majority stake in the clinic venture, while CenterWell remains both operator and minority owner. The stated timeline allows CenterWell to begin exercising its purchase option in 2028. If it hasn’t acquired all clinics by the end of 2033, BlackRock can pursue a sale process, with CenterWell entitled to make the first offer. The current transaction remains subject to regulatory approvals.