Humana’s $1.4 Billion Acquisition of a 40% Interest in Curo Health Services

Evercore is acting as the exclusive financial advisor to Humana. Fried, Frank, Harris, Shriver & Jacobson LLP and Manatt, Phelps & Phillips, LLP are acting as legal advisors to Humana. Debevoise & Plimpton LLP and Mintz Levin are acting as legal advisors to TPG and WCAS. Ropes & Gray LLP is also acting as legal advisor to WCAS. Jefferies LLC is acting as the exclusive financial advisor and Kirkland & Ellis LLP is acting as legal advisor to Curo.

Humana Inc. (NYSE:HUM), TPG Capital (TPG), Welsh, Carson, Anderson & Stowe (WCAS) (collectively, the Consortium) today announced a definitive agreement to acquire privately held Curo Health Services (Curo), one of the nation’s leading hospice operators providing care to patients at 245 locations in 22 states. The Consortium is purchasing Curo for approximately $1.4 billion, in which Humana will have a 40 percent minority interest.

The Consortium members partnered with the objective of investing in and building businesses that can help modernize, enhance and transform home healthcare in America. Curo brings a highly capable management team and a tech-enabled, centralized model for hospice care that presents the opportunity for Humana and its Consortium partners to be a leader in managing the continuum of home health, palliative care and hospice in an integrated fashion, creating a positive and differentiated experience for patients and their families – as well as their care providers. This integrated model will leverage data and analytics to measure and advance evidence-based clinical outcomes for patients and seamlessly coordinate the transition from home care, to in-home palliative care, and thoughtfully into hospice, as chronically ill patients’ disease burdens progress.

The Curo transaction, which is anticipated to close during the summer of 2018, is subject to customary state and federal regulatory approvals as well as other customary closing conditions.

The Consortium previously announced a pending transaction to acquire the Kindred at Home Division (Kindred at Home) of Kindred Healthcare, Inc. (NYSE:KND), the nation’s largest home health provider and second largest hospice operator. The Curo transaction is not conditioned upon the closing of the Consortium’s separate acquisition of Kindred at Home and is expected to occur after the closing of Kindred at Home. Upon the closing of these transactions, the Consortium intends to merge Curo with the hospice business of Kindred at Home to create the country’s largest hospice operator.

Humana expects to fund its portion of the transaction through the use of parent company cash and does not anticipate a material impact to earnings in 2018 from this pending transaction.

Fried Frank acted as counsel to Humana Inc. with a team including Brian T. Mangino (Picture), corporate partner Stewart A. Kagan; executive compensation & ERISA partner Adam Kaminsky; intellectual property and technology partner Amir R. Ghavi; litigation partner Peter L. Simmons; tax partner Alan S. Kaden; corporate special counsel Jose R. Morales; corporate real estate special counsel Jessica H. Mayes; litigation special counsel Justin J. Santolli; corporate associates Kendra Clark, Stacey Harlow, Adam S. Natan, and Adam J. Ross; environmental associate Mary Beth Phipps; executive compensation & ERISA associates Maggie A. Kornreich and Jaclyn I. Waters; intellectual property and technology associate Marli Sussman; and tax associate Shane C. Hoffmann.

Simpson Thacher Represents Evercore as Financial Advisor in Humana with a team including Caroline Gottschalk and Erika Tang.

Debevoise & Plimpton LLP is advising TPG Capital and Welsh, Carson, Anderson & Stowe with a team including Andrew Bab, Jennifer L. Chu, Daniel M. Abuhoff, Gary M. Friedman, Henry Lebowitz and Jeffrey E. Ross; counsel Erich O. Grosz, Stuart Hammer, Jacob W. Stahl, Charles E. Wachsstock and Erica S. Weisgerber; and associates Bill Barlow, Elizabeth Eleanor Burke, Elizabeth Costello, Zain A. Kazmi, Samuel D. Krawiecz, Matthew J. Petrozziello, Ryan T. Rafferty, Milan Udawatta, and Meredith Wren.

 

Involved fees earner: Andrew Bab – Debevoise & Plimpton; Jennifer Chu – Debevoise & Plimpton; Bill Barlow – Debevoise & Plimpton; Elizabeth Eleanor Burke – Debevoise & Plimpton; Milan Udawatta – Debevoise & Plimpton; Meredith Wren – Debevoise & Plimpton; Daniel Abuhoff – Debevoise & Plimpton; Jacob W. Stahl – Debevoise & Plimpton; Erica Weisgerber – Debevoise & Plimpton; Elizabeth Costello – Debevoise & Plimpton; Matthew Petrozziello – Debevoise & Plimpton; Gary Friedman – Debevoise & Plimpton; Samuel Krawiecz – Debevoise & Plimpton; Henry Lebowitz – Debevoise & Plimpton; Jeffrey Ross – Debevoise & Plimpton; Ryan Rafferty – Debevoise & Plimpton; Erich Grosz – Debevoise & Plimpton; Stuart Hammer – Debevoise & Plimpton; Charles Wachsstock – Debevoise & Plimpton; Zain Kazmi – Debevoise & Plimpton; Caroline Gottschalk – Simpson Thacher & Bartlett; Erika Tang – Simpson Thacher & Bartlett; Brian Mangino – Fried Frank Harris Shriver & Jacobson; Stewart Kagan – Fried Frank Harris Shriver & Jacobson; Jose Morales – Fried Frank Harris Shriver & Jacobson; Kendra Clark – Fried Frank Harris Shriver & Jacobson; Stacey Harlow – Fried Frank Harris Shriver & Jacobson; Adam Natan – Fried Frank Harris Shriver & Jacobson; Adam Ross – Fried Frank Harris Shriver & Jacobson; Adam Kaminsky – Fried Frank Harris Shriver & Jacobson; Maggie Kornreich – Fried Frank Harris Shriver & Jacobson; Jaclyn Waters – Fried Frank Harris Shriver & Jacobson; Amir Ghavi – Fried Frank Harris Shriver & Jacobson; Marli Sussman – Fried Frank Harris Shriver & Jacobson; Peter Simmons – Fried Frank Harris Shriver & Jacobson; Justin Santolli – Fried Frank Harris Shriver & Jacobson; Alan Kaden – Fried Frank Harris Shriver & Jacobson; Shane Hoffmann – Fried Frank Harris Shriver & Jacobson; Jessica Mayes – Fried Frank Harris Shriver & Jacobson; Mary Beth Phipps – Fried Frank Harris Shriver & Jacobson;

Law Firms: Debevoise & Plimpton; Simpson Thacher & Bartlett; Fried Frank Harris Shriver & Jacobson;

Clients: TPG Capital; Evercore Partners; Welsh, Carson, Anderson & Stowe; Humana Inc.;

 

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Author: Ambrogio Visconti