Humana's $2.8B BlackRock deal lets it buy back CenterWell clinics starting in 2028

About 150 senior primary care clinics are getting a new majority owner.

BlackRock is investing through funds and accounts managed by HPS Investment Partners, which is part of BlackRock, and will hold the majority stake. CenterWell, Humana's healthcare services business, keeps a minority interest and goes on managing and operating the clinics. Humana says patient care won't change.

Swapping one investor for another would normally interest only the finance team. Health systems and independent practices that compete with CenterWell for patients should pay attention to the schedule written into the terms. It spells out when new money gets spent, when Humana can start taking clinics back and when BlackRock gets the right to sell.

The schedule built into the joint venture

Over the next two years, the partners plan to put capital into the venture to support existing clinics, open new ones and grow through acquisitions. From 2028, Humana can buy clinics out of the venture whenever it chooses. If CenterWell hasn't bought back all of them by the end of 2033, BlackRock can start a sale process for the rest, and CenterWell gets the right to make the first offer.

1. Fourth quarter 2026: the transaction will close, subject to regulatory approvals and customary closing conditions, according to Healthcare Finance News
2. Next two years: the venture expects to use additional capital to support existing operations, open clinics and pursue acquisitions
3. 2028: Humana's option to repurchase clinics from the venture begins
4. End of 2033: BlackRock may start a sale of any clinics still in the venture, with CenterWell holding the right of first offer

Put together, the terms describe a financing deal with a planned way back to ownership. BlackRock's $2.8 billion buys majority ownership of about 150 clinics; Humana keeps day-to-day management and a buyback window that opens in 2028.

How fast Humana moves is the open question. It could take clinics back gradually as its own finances allow, or leave them with BlackRock for longer if outside money stays cheaper than its own. The reporting doesn't say how repurchase prices will be set, so the cost of any 2028 buyback is still unknown.

Why the money costs less this time

Humana's case for switching partners comes down to price. The company said it expects "a significantly lower cost of capital under the new joint venture, reflecting the maturity of the business," and said the WCAS relationship had been critical to building CenterWell's scale. CenterWell president Dr. Sanjay Shetty thanked WCAS for its partnership. Healthcare Dive added that Humana expects the deal to reduce liabilities on its balance sheet and free up capital for CenterWell's growth.

Humana's own explanation suggests the clinics are moving into a second stage. WCAS's money helped build the network to its current size, and a business that size can now raise money on cheaper terms. The reasoning is plain: investors charge less to fund a clinic network with years of operating history than one still being built.

One provision cuts the other way. Citing Humana's SEC filing, Healthcare Finance News's Eve Bender reported that CenterWell may have to compensate BlackRock if the investment's returns fall below an agreed minimum. Humana still expects the liabilities tied to that provision to be significantly lower than under its previous arrangements.

The two features may well be linked. A partner whose downside is partly protected can reasonably accept a lower return, which would help explain the cheaper money, though the reporting doesn't spell that link out. Whether the trade costs Humana less overall depends on how the clinics perform.

The deal fits a broader push. Healthcare Dive notes Humana has been doubling down on primary care delivery to diversify its revenue, expanding CenterWell through a series of investments and acquisitions. This is also Humana's second deal with BlackRock this year: Fierce reported that the insurer is selling its stake in Gentiva to a group of investors that includes BlackRock.

Who notices the new money first

The clinics themselves may notice least. CenterWell keeps managing operations, Humana has said care quality won't slip, and the clinics have already spent seven years inside a joint venture with an outside investor. For a physician or practice manager at a CenterWell site, the name on the ownership papers changes while the people running the clinic stay the same. That limits the schedule-driven reading: inside the clinics, the 2028 and 2033 dates may make no visible difference at all.

The effects are more likely to show up around the network. The venture's plan for the next two years includes opening new locations and growing through acquisitions. For health systems and independent primary care groups serving older adults in CenterWell's markets, that could mean a better-funded competitor opening clinics nearby, or a buyout offer.

Not every CenterWell clinic is part of the deal. Healthcare Finance News puts CenterWell Senior Primary Care at 250 clinics in at least a dozen states. About 150 of them are in the venture, and the buyback and sale terms apply only to the venture's clinics.

Year-end close, then the 2028 decision

Nothing changes on paper until the deal closes. According to Healthcare Finance News, the transaction will close in the fourth quarter, subject to regulatory approvals and customary closing conditions. After that, the test of Humana's cheaper-money claim comes in two stages.

In 2028, Humana decides whether to start buying clinics back or leave them with BlackRock. That choice will show which owner Humana thinks should hold a mature senior primary care clinic, and what it is willing to pay for one.