Mergers & Acquisitions

Centene Plans to Sell Magellan Rx, PANTHERx Rare for $2.8 Billion

Centene Corp. has agreed to sell two of its pharmacy businesses, Magellan Rx and PANTHERx Rare, in separate transactions as part of the insurer’s decision last year to exit the PBM industry.

Prime Therapeutics, a PBM jointly owned by 19 Blue Cross and Blue Shield affiliates, is acquiring Magellan Rx for about $1.35 billion in a deal that’s expected to close in the fourth quarter, while a joint venture of the Vistria Group, General Atlantic and Nautic Partners is buying PANTHERx Rare for $1.45 billion in a deal that’s expected to be completed in the next two to four months.

News Briefs: Centene Will Sell Off Two PBM Assets

As part of its PBM restructuring efforts, Centene Corp. will sell two pharmacy benefits subsidiaries, Magellan Rx and PANTHERx, for approximately $2.8 billion in separate deals. Magellan Rx will be sold to Blue Cross and Blue Shield affiliate-owned PBM Prime Therapeutics for $1.35 billion, while specialty pharmacy PANTHERx will be sold to a group of private equity firms that includes The Vistria Group, General Atlantic and Nautic Partners for $1.45 billion. Both prices are preliminary and the deals must undergo antitrust review. The PANTHERx sale “is expected to close in the next two to four months,” according to a Centene press release, while Magellan Rx “is expected to close in the fourth quarter of 2022.” Centene executives have sought to sell the firm’s PBM assets for some time; new CEO Sarah London said in February that the firm planned to “reduce our three PBM platforms down to one and to focus...[on] clinical member and provider engagement.” After the deals, Centene will retain PBM Envolve Health, presumably to fulfill those functions. Meanwhile, Centene has spent millions to settle claims by state Medicaid programs that it overcharged them for prescription drugs.

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News Briefs: Humana Will Divest Kindred Divisions

Humana Inc. will spin off subsidiary Kindred at Home’s hospice and personal care divisions, with private equity fund Clayton, Dubilier & Rice taking majority ownership in exchange for $2.8 billion cash. Humana will retain a minority share in the new hospice company, which the deal values at $3.4 billion. David Causby, president and CEO of the divisions in question, will lead the new firm. “We are excited by the new strategic partnership structure with Humana and look forward to working closely with CD&R to pursue growth,” said Causby.

Former CMS Administrator Leslie Norwalk resigned from Centene Corp.’s board, citing “the governance process surrounding a recent important decision.” Norwalk in her resignation letter said that process “fell egregiously short of what I and a number of other Board members considered appropriate for making an informed decision.” Norwalk added that the board did not debate the move in question. Her resignation comes shortly after the death of longtime CEO Michael Neidorff, whom Sarah London replaced in March.

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Insurers, Private Equity Firms Are Buying Up Home Care Providers

Health insurers are taking over home health care providers: Most notably, the two largest Medicare Advantage health insurers, UnitedHealth Group and Humana Inc., have each moved to acquire sizable home care providers in the last year. Health care insiders tell AIS Health, a division of MMIT, that home health deals by insurers will become more frequent as plans hope to avoid reimbursing long-term hospital stays by treating members at home — even as private equity firms make inroads into the home health space with an eye toward increasing margins across the industry.

UnitedHealth on March 29 said it plans to spend approximately $6 billion in cash to purchase LHC Group, Inc., a home health care company. In August 2021, Humana completed its acquisition of Kindred at Home, which it has since begun to fold into its CenterWell provider brand. In a recent earnings call, Humana CEO Bruce Broussard said that the carrier is looking for still more home care providers to purchase.

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UnitedHealth, Change Signal Support for Salvaging Their Deal

Both UnitedHealth Group and Change Healthcare Inc. are making it increasingly clear that they aren’t giving up on their proposed $13 billion transaction despite federal regulators’ move to block the deal. However, one antitrust attorney is skeptical that the two companies will ever end up combining.

Bloomberg reported on April 1 that Change “is in advanced talks” to sell its payment integrity business — ClaimsXten — to private equity firm New Mountain Capital for more than $2 billion, citing “people with knowledge of the matter.” The news outlet noted that no deal had yet been struck, and that it is not clear whether the divestment would still proceed if UnitedHealth’s deal to buy Change unravels.

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News Briefs: CMS Will Now Cover and Pay for Over-the-Counter COVID-19 tests for Medicare Enrollees

Effective April 4 and through the end of the COVID-19 public health emergency, Medicare will cover and pay for over-the-counter COVID-19 tests at no cost to people with Medicare Part B, including those enrolled in Medicare Advantage plans. Through the new initiative, beneficiaries can obtain up to eight tests per month from participating pharmacies and health care providers, CMS said on April 4. The agency noted that this is the first time that Medicare has covered an over-the-counter self-administered test at no cost to beneficiaries.

UnitedHealth Group on March 29 said it will spend approximately $6 billion in cash to acquire LHC Group, Inc., a home health care company. If the deal goes as planned, LHC will be folded into UnitedHealth’s Optum division; the companies expect to complete the transaction in the second half of the year. The move will make UnitedHealth a major player in home care and hospice care, positioning it alongside rival Humana Inc., which purchased Kindred at Home last year.

Like Humana, UnitedHealth Moves to Buy Home Care Assets

UnitedHealth Group said on March 29 that it will spend approximately $6 billion in cash to purchase LHC Group, Inc., a home health care company. Experts tell AIS Health, a division of MMIT, that the move will bolster UnitedHealth’s current strengths and help the integrated benefits and care delivery giant hold on to the top spot in Medicare Advantage (MA) enrollment.

According to Moody’s Investor Service, UnitedHealth will spend $5.4 billion to purchase stock in LHC and use another $600 million to amortize LHC debt. Dean Ungar, Moody’s senior vice president and senior credit officer, wrote in a March 30 note to investors that the deal “is a classic [UnitedHealth] acquisition in that it modestly increases consolidated [UnitedHealth] leverage, but does not pose significant integration risk and should incrementally strengthen the business over time,” adding that the deal should close in the second half of the year.

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Sutter Health Wins Antitrust Case Amid Stronger Enforcement

Sutter Health, the nonprofit hospital system that dominates the Northern California market, recently won a class action lawsuit brought by individuals and small-group plan sponsors who accused the hospital system of anticompetitive practices, including price gouging. Experts tell AIS Health that the trial shows the difficulty of limiting hospitals’ price-setting power when they consolidate, and that robust antitrust enforcement — the kind that ended a proposed hospital system merger in Rhode Island — is critical to keep prices down.

In the lawsuit, according to a website maintained by the plaintiffs’ council, “plaintiffs claim that Sutter forced upon health plans certain pricing and contractual terms, and those practices and terms violated state and federal antitrust and unfair competition laws. Plaintiffs claim this caused the health plans to pay more than they otherwise would for Sutter’s hospital services, and that this resulted in higher insurance premiums for class members whether or not they used Sutter hospitals.”

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Health Care and Life Sciences Are Facing Headwinds, but Investors Remain Interested in Deals

Health care and life sciences (HCLS) organizations took a tremendous hit from COVID-19 and its secondary effects, including labor shortages, rising wages, supply chain problems and inflation. In addressing the challenge posed by the pandemic, these companies were able to produce impressive progress, not the least of which were the development and delivery of vaccines, therapeutics and tests for COVID. In addition, telehealth evolved quickly, producing new delivery models across multiple parts of the health care system.

But even when faced with multiple headwinds and more uncertainty, investors continue to compete for HCLS acquisitions. According to a recent KPMG LLP report, merger-and-acquisition (M&A) activity across both sectors “bounced back with a vengeance” in 2021: 1,839 deals, not counting joint ventures, minority investments and venture funding. That’s up from 1,618 deals in 2020 and 1,543 deals in 2019.

UnitedHealth Has Little to Lose if Change Healthcare Deal Fails

With UnitedHealth Group poised to battle the U.S. Dept. of Justice in court over the fate of its proposed purchase of Change Healthcare, Inc., there’s still a host of unknowns about how that legal case will play out. However, one thing does appear to be clear to industry observers: UnitedHealth will be just fine no matter how the fight to salvage its transaction plays out.

In the credit rating world, “if the deal is ultimately stopped by the DOJ, it would be credit positive for UnitedHealth” because it would require the company to take on less debt, “but long-term growth prospects would be incrementally diminished,” Moody’s Investors Service wrote in a Feb. 28 report.

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