Humana Announces Agreement to Acquire onehome

onehome acquisition strategically aligns with the pending full integration of Kindred at Home and will accelerate the development of Humana’s Value-Based Home Health offering

Leading health and well-being company Humana Inc. (NYSE: HUM) today announced that it has signed a definitive agreement to acquire One Homecare Solutions (“onehome”) from WayPoint Capital Partners (WayPoint), the private equity affiliate of a New York-based family investment office. The acquisition will further advance Humana’s strategy to build a value-based home health offering. onehome is a provider of a variety of home-based services, as well as a convener of home health services stakeholders and a care and risk manager. onehome has pioneered a valued-based model in Florida and Texas, and has served Humana members since 2015.

onehome’s model creates one integrated point of accountability that coordinates the needs of patients, physicians, hospitals and health plans for home-based patient care. onehome currently manages a range of post-acute needs including infusion care, nursing, occupational therapy, physical therapy and durable medical equipment (DME) services at patients' homes, as well as appropriate site of care placement through its skilled nursing facility (SNF) at home programs.

The acquisition of onehome aligns with Humana’s recent announcement to fully acquire and integrate Kindred at Home, and provides a number of key capabilities that will enable Humana to more effectively deliver value-based home health at a national scale:

1. onehome has significant experience with risk-based contracting, and has fully-capitated models in place in Florida and Texas that will provide valuable insights for the expansion of similar contracting in other states.
2. onehome has developed fully-dedicated network management and utilization management systems that can create greater efficiencies for the administration of in-home patient visits.
3. onehome owns and manages home-based DME and infusion services for members in its core geographies that can be expanded to other markets and deliver more simplified coordination of these services for patients and providers.
4. onehome’s ownership of DME services can deliver greater value and better outcomes through reduced waste and more consistent equipment utilization by members.

“At Humana, we are implementing a strategy to build a new Value-Based Home Health model that will improve patient outcomes, increase satisfaction for patients and providers, and provide greater value for health plan partners,” said Susan Diamond, Segment President for Humana’s Home Business and Humana’s Interim Chief Financial Officer. “The acquisition of onehome is a key component of that strategy. It complements our recent announcement to fully acquire and integrate Kindred at Home, and brings together additional capabilities that will allow Humana to deliver value-based home health at a national scale. By combining onehome’s value-based approach with Kindred's home health services and Humana's analytical capabilities and clinical expertise, we believe we can create a transformational value-based offering to serve more people, including non-Humana plan members, nationwide.”

“Since first launching onehome in 2013, we have had a front row seat at the care-in-the-home revolution that is driven by our society’s desire to positively impact clinical outcomes, affordability, and patient experience,” said Ramon Falero, Chief Executive Officer and Co-Founder of onehome. “We built the onehome model with a focus on integrating all key home-based patient care delivery needs with risk-taking capabilities and robust technology. We have had the privilege of serving millions of patients with this model – the need for which has only increased during the COVID-19 pandemic. We are honored to now have the opportunity to expand our model as part of the Humana team, with whom we share the mission of bringing healing home.”

“We are proud of the longstanding partnership between onehome and Humana, and their shared vision to offer value-based care in the home,” said Philip Edmunds, Partner at WayPoint Capital Partners. “Through significant investment in clinical innovation and a fully integrated delivery system for post-acute patient needs, onehome enables better outcomes for patients recovering at home alongside greater levels of coordination and insight for health plan partners.”

Financial terms were not disclosed. The acquisition is expected to close in the second quarter of 2021 and is subject to customary state and federal regulatory approvals. The company does not anticipate a material impact to 2021 earnings from this pending transaction.

For Humana, Ernst & Young is acting as financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal advisor. For onehome, Alvarez & Marsal and MTS Health Partners L.P. are acting as financial advisors and Winston & Strawn LLP is acting as legal advisor.

Cautionary Statement

This news release includes forward-looking statements regarding Humana within the meaning of the Private Securities Litigation Reform Act of 1995. When used in investor presentations, press releases, Securities and Exchange Commission (SEC) 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, 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:

• 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 involve extensive judgment, and have considerable inherent variability because they are extremely sensitive to changes in claim payment patterns and medical cost trends. Accordingly, Humana's reserves may be insufficient.
• If Humana fails to effectively implement its operational and strategic initiatives, particularly its Medicare initiatives and state-based contract strategy, 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.
• If Humana fails to properly maintain the integrity of its data, to strategically maintain existing or implement new information systems, to protect Humana’s proprietary rights to its systems, or to defend against cyber-security attacks or prevent other privacy or data security incidents that result in security breaches that disrupt our operations or in the unintended dissemination of sensitive personal information or proprietary or confidential information, the company’s business may be materially adversely affected.
• Humana is involved in various legal actions, or disputes that could lead to legal actions (such as, among other things, provider contract disputes and qui tam litigation brought by individuals on behalf of the government), governmental and internal investigations, and routine internal review of business processes 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.
• 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. Changes to the risk-adjustment model utilized by CMS to adjust premiums paid to Medicare Advantage, or MA, plans according to the health status of covered members, including proposed changes to the methodology used by CMS for risk adjustment data validation audits that fail to address adequately the statutory requirement of actuarial equivalence, if implemented, could have a material adverse effect on our operating results, financial position and cash flows.
• Humana's business activities are subject to substantial government regulation. New laws or regulations, or legislative, judicial, or regulatory changes in existing laws or regulations or their manner of application could increase the company's cost of doing business and 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.
• Humana’s failure to manage acquisitions, divestitures and other significant transactions successfully may have a material adverse effect on the company’s results of operations, financial position, and cash flows.
• 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.
• Humana’s pharmacy business is highly competitive and subjects it to regulations and supply chain risks in addition to those the company faces with its core health benefits businesses.
• Changes in the prescription drug industry pricing benchmarks may adversely affect Humana’s financial performance.
• Humana’s ability to obtain funds from certain of its licensed subsidiaries is restricted by state insurance regulations.
• Downgrades in Humana’s debt ratings, should they occur, may adversely affect its business, results of operations, and financial condition.
• The securities and credit markets may experience volatility and disruption, which may adversely affect Humana’s business.
• The spread of, and response to, the novel coronavirus, or COVID-19, underscores certain risks Humana faces, including those discussed above, and the ongoing, heightened uncertainty created by the pandemic precludes any prediction as to the ultimate adverse impact to Humana of COVID-19.
  
  
  
  To the extent that the spread of COVID-19 is not contained, the premiums the company charges may prove to be insufficient to cover the cost of health care services delivered to its members, which may increase significantly as a result of higher utilization rates of medical facilities and services and other increases in associated hospital and pharmaceutical costs. Humana may also experience increased costs or decreased revenues if, as a result of the company’s members being unable or unwilling to see their providers due to actions taken to mitigate the spread of COVID-19, Humana is unable to implement clinical initiatives to manage health care costs and chronic conditions of its members, and appropriately document their risk profiles. In addition, Humana is offering, and has been mandated by legislative and regulatory action (including the Families First Act and CARES Act) to provide, certain expanded benefit coverage to its members, such as waiving out of pocket costs for COVID-19 testing and treatment. Humana is also taking actions designed to help provide financial and administrative relief for the health care provider community. Such measures and any further steps taken by Humana, or governmental action, to continue to respond to and address the ongoing impact of COVID-19 (including further expansion or modification of the services delivered to its members, the adoption or modification of regulatory requirements associated with those services and the costs and challenges associated with ensuring timely compliance with such requirements), to provide further relief for the health care provider community, or in connection with the relaxation of stay-at-home and physical distancing orders and other restrictions on movement and economic activity, including the potential for widespread testing and therapeutic treatments and the distribution and administration of COVID-19 vaccines, could adversely impact the company’s profitability.
  
  
  
  The spread and impact of COVID-19, or actions taken to mitigate this spread, could have material and adverse effects on Humana’s ability to operate effectively, including as a result of the complete or partial closure of facilities or labor shortages. Disruptions in public and private infrastructure, including communications, availability of in-person sales and marketing channels, financial services and supply chains, could materially and adversely disrupt the company’s normal business operations. Humana has transitioned a significant subset of its employee population to a remote work environment in an effort to mitigate the spread of COVID-19, as have a number of the company’s third-party service providers, which may exacerbate certain risks to Humana’s business, including an increased demand for information technology resources, increased risk of phishing and other cybersecurity attacks, and increased risk of unauthorized dissemination of sensitive personal information or proprietary or confidential information about the company or its members or other third-parties. The outbreak of COVID-19 has severely impacted global economic activity, including the businesses of some of Humana’s commercial customers, and caused significant volatility and negative pressure in the financial markets. In addition to disrupting Humana’s operations, these developments may adversely affect the timing of commercial customer premium collections and corresponding claim payments, the value of the company’s investment portfolio, or future liquidity needs.
  
  
  
  The ongoing, heightened uncertainty created by the pandemic precludes any prediction as to the ultimate adverse impact to Humana of COVID-19. Humana is continuing to monitor the spread of COVID-19, changes to the company’s benefit coverages, and the ongoing costs and business impacts of dealing with COVID-19, including the potential costs and impacts associated with lifting or reimposing restrictions on movement and economic activity, the timing and degree in resumption of demand for deferred healthcare services, the pace of administration of COVID-19 vaccines and the effectiveness of those vaccines, and related risks. The magnitude and duration of the pandemic and its impact on Humana’s business, results of operations, financial position, and cash flows is uncertain, but such impacts could be material to the company’s business, results of operations, financial position and cash flows.

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:

• Form 10-K for the year ended December 31, 2020; and
• Form 8-Ks filed during 2021.

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:

• Annual reports to stockholders;
• Securities and Exchange Commission filings;
• Most recent investor conference presentations;
• Quarterly earnings news releases and conference calls;
• Calendar of events; and
• Corporate Governance information.

About onehome

One Homecare Solutions (“onehome”) is the result of years of planning and growth, working to meet the needs of health plans by serving their members through a value-based, full-risk model for integrated home-based services. The company's model creates one integrated point of accounting that coordinates physicians, hospitals and health plans, serving more than one million health plan members nationwide. onehome manages a full range of post-acute patient needs from infusion care to nursing, OT, PT and durable medical equipment services at patients' homes. As home healthcare has grown as the preferred method of ongoing care, onehome has been instrumental in helping to improve patient outcomes and quality of life, reducing hospital readmission rates and lowering costs for health plans.

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