Key Takeaways
- • HPS Investment Partners, part of BlackRock, will acquire Welsh, Carson, Anderson & Stowe's (WCAS) equity stake in nearly 150 CenterWell Senior Primary Care clinics, valued at approximately $2.8 billion, according to Humana.
- • The new joint venture will be majority owned by BlackRock and minority owned by CenterWell, replacing the legacy CenterWell and WCAS joint ventures.
- • The structure removes WCAS-era put rights; CenterWell gains the option to buy clinics from the venture beginning in 2028, and BlackRock may pursue a sale process for remaining clinics if they are not all acquired by the end of 2033, subject to CenterWell's right of first offer.
- • Humana said the change should significantly reduce its balance sheet liabilities and lower its cost of capital; the deal is not expected to materially affect 2026 adjusted earnings guidance.
- • The transaction is expected to close in Q4 2026, subject to customary conditions and state and federal regulatory approval; Guggenheim Securities was lead financial advisor to Humana and Goldman Sachs also advised.
Summary
Funds and accounts managed by HPS Investment Partners, part of BlackRock, will acquire the equity stake held by Welsh, Carson, Anderson & Stowe (WCAS) in a network of nearly 150 CenterWell Senior Primary Care clinics, according to Humana. The stake is valued at approximately $2.8 billion. The new joint venture will be majority owned by BlackRock and minority owned by CenterWell, replacing the CenterWell and WCAS joint ventures that helped scale the business over the past seven years.
CenterWell will continue to manage and operate every clinic in the venture. Humana said the partnership is expected to deploy additional capital over the next two years to fund existing clinical operations, open new clinics and expand the network through acquisitions. Humana describes CenterWell as the nation's largest provider of senior-focused, value-based primary care.
The structural change is the most significant element for allocators. The legacy WCAS arrangements included put rights, which the new venture does not. CenterWell gains the option to purchase clinics from the joint venture beginning in 2028. If it has not acquired all of them by the end of 2033, BlackRock may exit through a sale process for the remaining clinics, subject to CenterWell's right of first offer. Humana said removing the put arrangements should significantly reduce liabilities on its balance sheet and lower its cost of capital, with BlackRock receiving certain protections.
The transaction illustrates how sponsor-to-sponsor exits are increasingly financed by large private credit and hybrid capital platforms rather than traditional buyout funds, according to the source's analysis. WCAS realizes a stake it built alongside Humana beginning in 2020 and 2022, while HPS deploys long-dated capital into a mature, cash-generating healthcare services network with a defined path to liquidity. It is also Humana's second strategic transaction with BlackRock this year, following its agreement to divest its minority interest in Gentiva to a consortium that includes BlackRock.
The deal is expected to close in the fourth quarter of 2026, subject to customary closing conditions and state and federal regulatory approval. Humana said it is not expected to materially affect its 2026 adjusted earnings guidance. Guggenheim Securities served as lead financial advisor to Humana, with Goldman Sachs also acting as financial advisor.
CenterWell will continue to manage and operate every clinic in the venture. Humana said the partnership is expected to deploy additional capital over the next two years to fund existing clinical operations, open new clinics and expand the network through acquisitions. Humana describes CenterWell as the nation's largest provider of senior-focused, value-based primary care.
The structural change is the most significant element for allocators. The legacy WCAS arrangements included put rights, which the new venture does not. CenterWell gains the option to purchase clinics from the joint venture beginning in 2028. If it has not acquired all of them by the end of 2033, BlackRock may exit through a sale process for the remaining clinics, subject to CenterWell's right of first offer. Humana said removing the put arrangements should significantly reduce liabilities on its balance sheet and lower its cost of capital, with BlackRock receiving certain protections.
The transaction illustrates how sponsor-to-sponsor exits are increasingly financed by large private credit and hybrid capital platforms rather than traditional buyout funds, according to the source's analysis. WCAS realizes a stake it built alongside Humana beginning in 2020 and 2022, while HPS deploys long-dated capital into a mature, cash-generating healthcare services network with a defined path to liquidity. It is also Humana's second strategic transaction with BlackRock this year, following its agreement to divest its minority interest in Gentiva to a consortium that includes BlackRock.
The deal is expected to close in the fourth quarter of 2026, subject to customary closing conditions and state and federal regulatory approval. Humana said it is not expected to materially affect its 2026 adjusted earnings guidance. Guggenheim Securities served as lead financial advisor to Humana, with Goldman Sachs also acting as financial advisor.
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