[November 06, 2017] |
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Humana Signs Definitive Agreement to Sell Closed Block of Commercial Long-Term Care Insurance Business
Humana Inc. (NYSE: HUM) announced today that it has reached a definitive
agreement to sell the stock of its wholly-owned subsidiary, KMG America
Corporation (KMG), to Continental General Insurance Company (CGIC), a
Texas-based insurance company wholly owned by HC2 Holdings, Inc., a
diversified holding company (NYSE: HCHC). KMG's subsidiary, Kanawha
Insurance Company (KIC), includes Humana's closed block of non-strategic
commercial long-term care insurance policies that serves approximately
30,100 policyholders. Humana recognizes that the acquisition of this
business by a company like CGIC will benefit policyholders because of
CGIC's significant experience with and concentrated focus on the
commercial long-term care insurance market. CGIC currently provides
long-term care, life and annuity coverage to approximately 93,000
members.
Based on the terms of the definitive agreement, Humana expects to record
a net loss associated with the sale of KMG of approximately $400
million, or $2.75 per diluted common share, under generally accepted
accounting principles (GAAP). The estimated loss includes a pretax loss
of approximately $900 million, offset by the expected tax benefit of
approximately $500 million. When recognized, the loss on the sale of
this non-strategic business will be excluded from Adjusted earnings per
share.
Humana will fund the transaction with approximately $203 million of
parent company cash contributed into KMG, subject to customary
adjustments, in addition to the transfer of approximately $150 million
of statutory capital with the sale, which together should be more than
offset by the estimated $500 million cash savings associated with the
expected tax treatment of the sale. Excluding the loss on sale, the
company does not anticipate a material impact to earnings in 2017 or
2018 from the sale of the business.
The KMG transaction is anticipated to close by the third quarter of 2018
subject to customary closing conditions, including South Carolina
Department of Insurance approval.
Goldman Sachs & Co. LLC is acting as financial advisor to Humana. Locke
Lord LLP is acting as legal advisor to Humana.
Cautionary Statement
This news release includes forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. When used in
investor presentations, press releases, Securities and Exchange
Commission (SEC (News - Alert)) filings, and in oral statements made by or with the
approval of one of Humana's executive officers, the words or phrases
like "expects," "believes," "anticipates," "intends," "likely will
result," "estimates," "projects" or variations of such words and similar
expressions are intended to identify such forward-looking statements.
These forward-looking statements are not guarantees of future
performance and are subject to risks, uncertainties, and assumptions,
including, among other things, the timing to consummate the divestiture
of KMG America Corporation ("KMG"), the risk that a condition to closing
of the divestiture may not be satisfied, the risk that required
regulatory approvals for the divestiture of KMG are not obtained, are
delayed or are subject to conditions that are not anticipated, the risk
that we may not recognize all or a portion of the expected tax benefits
from the divestiture, the risk of indemnification exposure under the
contractual agreements to effect the divestiture, and other information
set forth in the "Risk Factors" section of the company's SEC filings, a
summary of which includes but is not limited to the following:
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If Humana does not design and price its products properly and
competitively, if the premiums Humana receives are insufficient to
cover the cost of healthcare services delivered to its members, if the
company is unable to implement clinical initiatives to provide a
better healthcare experience for its members, lower costs and
appropriately document the risk profile of its members, or if its
estimates of benefits expense are inadequate, Humana's profitability
could be materially adversely affected. Humana estimates the costs of
its benefit expense payments, and designs and prices its products
accordingly, using actuarial methods and assumptions based upon, among
other relevant factors, claim payment patterns, medical cost
inflation, and historical developments such as claim inventory levels
and claim receipt patterns. The company continually reviews estimates
of future payments relating to benefit expenses for services incurred
in the current and prior periods and makes necessary adjustments to
its reserves, including premium deficiency reserves, where
appropriate. These estimates, howevr, involve extensive judgment, and
have considerable inherent variability because they are extremely
sensitive to changes in claim payment patterns and medical cost
trends, so any reserves the company may establish, including premium
deficiency reserves, may be insufficient.
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If Humana fails to effectively implement its operational and strategic
initiatives, particularly its Medicare initiatives, state-based
contract strategy, and its participation in the new health insurance
exchanges, the company's business may be materially adversely
affected, which is of particular importance given the concentration of
the company's revenues in these products. In addition, there can be no
assurances that the company will be successful in maintaining or
improving its Star ratings in future years.
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If Humana fails to properly maintain the integrity of its data, to
strategically implement new information systems, to protect Humana's
proprietary rights to its systems, or to defend against cyber-security
attacks, the company's business may be materially adversely affected.
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Humana is involved in various legal actions, or disputes that could
lead to legal actions (such as, among other things, provider contract
disputes relating to rate adjustments resulting from the Balanced
Budget and Emergency Deficit Control Act of 1985, as amended, commonly
referred to as "sequestration"; other provider contract disputes; and
qui tam litigation brought by individuals on behalf of the government)
and governmental and internal investigations, any of which, if
resolved unfavorably to the company, could result in substantial
monetary damages or changes in its business practices. Increased
litigation and negative publicity could also increase the company's
cost of doing business.
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As a government contractor, Humana is exposed to risks that may
materially adversely affect its business or its willingness or ability
to participate in government healthcare programs including, among
other things, loss of material government contracts, governmental
audits and investigations, potential inadequacy of government
determined payment rates, potential restrictions on profitability,
including by comparison of profitability of the company's Medicare
Advantage business to non-Medicare Advantage business, or other
changes in the governmental programs in which Humana participates.
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The Healthcare Reform Law, including The Patient Protection and
Affordable Care Act and The Healthcare and Education Reconciliation
Act of 2010, could have a material adverse effect on Humana's results
of operations, including restricting revenue, enrollment and premium
growth in certain products and market segments, restricting the
company's ability to expand into new markets, increasing the company's
medical and operating costs by, among other things, requiring a
minimum benefit ratio on insured products, lowering the company's
Medicare payment rates and increasing the company's expenses
associated with a non-deductible health insurance industry fee and
other assessments; the company's financial position, including the
company's ability to maintain the value of its goodwill; and the
company's cash flows. Additionally, potential legislative changes,
including activities to repeal or replace, in whole or in part, the
Health Care Reform Law, creates uncertainty for Humana's business, and
when, or in what form, such legislative changes may occur cannot be
predicted with certainty.
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Humana's continued participation in the federal and state health
insurance exchanges, which entail uncertainties associated with mix,
volume of business and the operation of premium stabilization programs
that are subject to federal administrative action, could adversely
affect the company's results of operations, financial position and
cash flows.
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Humana's business activities are subject to substantial government
regulation. New laws or regulations, or changes in existing laws or
regulations or their manner of application could increase the
company's cost of doing business and may adversely affect the
company's business, profitability and cash flows.
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If Humana fails to develop and maintain satisfactory relationships
with the providers of care to its members, the company's business may
be adversely affected.
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Humana's pharmacy business is highly competitive and subjects it to
regulations in addition to those the company faces with its core
health benefits businesses.
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Changes in the prescription drug industry pricing benchmarks may
adversely affect Humana's financial performance.
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If Humana does not continue to earn and retain purchase discounts and
volume rebates from pharmaceutical manufacturers at current levels,
Humana's gross margins may decline.
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Humana's ability to obtain funds from certain of its licensed
subsidiaries is restricted by state insurance regulations.
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Downgrades in Humana's debt ratings, should they occur, may adversely
affect its business, results of operations, and financial condition.
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The securities and credit markets may experience volatility and
disruption, which may adversely affect Humana's business.
In making forward-looking statements, Humana is not undertaking to
address or update them in future filings or communications regarding its
business or results. In light of these risks, uncertainties, and
assumptions, the forward-looking events discussed herein may or may not
occur. There also may be other risks that the company is unable to
predict at this time. Any of these risks and uncertainties may cause
actual results to differ materially from the results discussed in the
forward-looking statements.
Humana advises investors to read the following documents as filed by the
company with the SEC for further discussion both of the risks it faces
and its historical performance:
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Form 10-K for the year ended December 31, 2016;
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Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017; and
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Form 8-Ks filed during 2017.
About HC2 Holdings, Inc.
HC2 Holdings, Inc. is a publicly traded (NYSE:HCHC) diversified holding
company, which seeks opportunities to acquire and grow businesses that
can generate long-term sustainable free cash flow and attractive returns
in order to maximize value for all stakeholders. HC2 has a diverse array
of operating subsidiaries across seven reportable segments, including
Construction, Marine Services, Energy, Telecommunications, Life
Sciences, Insurance and Other. HC2's largest operating subsidiaries
include DBM Global Inc., a family of companies providing fully
integrated structural and steel construction services, and Global Marine
Systems Limited, a leading provider of engineering and underwater
services on submarine cables. Founded in 1994, HC2 is headquartered in
New York, New York. Learn more about HC2 and its portfolio companies at www.hc2.com.
About Humana
Humana Inc. is committed to helping our millions of medical and
specialty members achieve their best health. Our successful history in
care delivery and health plan administration is helping us create a new
kind of integrated care with the power to improve health and well-being
and lower costs. Our efforts are leading to a better quality of life for
people with Medicare, families, individuals, military service personnel,
and communities at large.
To accomplish that, we support physicians and other health care
professionals as they work to deliver the right care in the right place
for their patients, our members. Our range of clinical capabilities,
resources and tools - such as in-home care, behavioral health, pharmacy
services, data analytics and wellness solutions - combine to produce a
simplified experience that makes health care easier to navigate and more
effective.
More information regarding Humana is available to investors via the
Investor Relations page of the company's website at humana.com,
including copies of:
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Annual reports to stockholders;
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Securities and Exchange Commission filings;
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Most recent investor conference presentations;
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Quarterly earnings news releases and conference calls;
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Calendar of events; and
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Corporate Governance information.
View source version on businesswire.com: http://www.businesswire.com/news/home/20171106006586/en/
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