Humana Forms BlackRock JV to Operate CenterWell Senior Care Clinics
Humana entered a joint venture arrangement with BlackRock-managed funds to manage and operate its existing CenterWell senior primary care clinic network, replacing the current WCAS joint ventures. Humana also reaffirmed FY 2026 adjusted EPS guidance of at least $9.00 per share.
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Humana Inc. said it has entered a new joint venture with funds and accounts managed by HPS Investment Partners, a BlackRock Inc. subsidiary. The venture will manage and operate the existing CenterWell Senior Primary Care clinic network, currently held in joint ventures owned by funds affiliated with Welsh, Carson, Anderson & Stowe and CenterWell.
The arrangement replaces CenterWell’s existing joint ventures with Welsh, Carson, Anderson & Stowe through BlackRock’s purchase of its current equity stake, with some changes to the existing terms. BlackRock will not have a put option under the new joint venture. The arrangement will create a derivative instrument that Humana will record on its balance sheet at fair value. The company expects the new arrangement to significantly reduce balance-sheet liabilities compared with the put arrangements for the existing joint ventures.
Beginning in 2028, CenterWell may elect to start purchasing clinics from the joint venture. If CenterWell has not acquired all of the joint venture’s clinics by the end of 2033, BlackRock may elect to exit the venture through a sale process for the remaining clinics. CenterWell would have the right to make the first offer to acquire those clinics. CenterWell has also agreed to certain minimum-return protections for BlackRock, giving rise to the derivative instrument mentioned above.
Humana expects the new joint venture to have a significantly lower cost of capital, reflecting the business’s maturity. 00 in adjusted earnings per common share ("Adjusted EPS") for the year ending December 31, 2026 ("FY 2026"). The guidance is consistent with the outlook in Humana’s July 29, 2026 press release and its subsequent reaffirmations in Form 8-K filings with the Securities and Exchange Commission on September 1, 2026 and October 9, 2026.
The company said it cannot currently reconcile its FY 2026 Adjusted EPS guidance with FY 2026 diluted earnings per common share ("EPS"), the most directly comparable Generally Accepted The Company said reconciliation to the Accounting Principles ("GAAP") financial measure cannot be provided without unreasonable effort because it is still completing the financial close for the three- and nine-month periods ended September 30, 2026. The guidance is preliminary, based on information currently available, and may change as the Company completes its customary closing and review procedures. The Company does not expect to change its FY 2026 Adjusted (non-GAAP) EPS guidance.
It said its FY 2026 GAAP EPS guidance could change amid ongoing value-creation and other strategic initiatives, including a significant reduction in liabilities related to removing the put option tied to the existing WCAS joint ventures.