Cigna has agreed to sell its Medicare business to Health Care Service Corporation for roughly $3.7 billion, the health insurer announced Wednesday.
HCSC is acquiring Cigna’s Medicare Advantage, supplemental benefits and Medicare Part D plans, along with CareAllies, a division that helps providers transition to value-based care. In total, the plans cover 3.6 million people on Medicare.
The companies said they expect the deal — which includes $3.3 billion in cash and $400 million in capital Cigna expects to be freed up — to close in the first quarter of 2025, subject to regulatory approval.
The deal marks a major step forward in Medicare for Chicago-based HCSC, which operates employer, individual and family and Medicare and Medicaid plans in five states.
Meanwhile, Cigna is exiting a sector that’s historically proved a huge source of growth for insurers, but has seen its earnings potential shrink following regulatory changes and unfavorable cost trends.
“While we continue to believe the overall Medicare space is an attractive segment of the healthcare market, our Medicare businesses require sustained investment, focus, and dedicated resources disproportionate to their size within” Cigna’s portfolio, CEO David Cordani said in a statement.
Yet, the $3.7 billion price tag for Cigna’s businesses represents a decade-plus low water mark for a Medicare book of this size, even if it is currently losing money, TD Cowen analyst Gary Taylor wrote in a Wednesday note on the deal.
Coming into 2023, Cigna was among the fastest-expanding MA providers as it hustled to catch up to market giants like UnitedHealthcare and Humana. The payer had plans to expand further this year to offer plans to almost half of the total addressable market.
However, Cigna only held 2% of national market share last year, and the plans haven’t yielded the margins that Cigna expected. The insurer’s MA margins have been below its long-term target of 4% to 5%, mostly because of administrative expenses related to expansion, the insurer said during a third-quarter earnings call in November.
That earnings underperformance is expected to continue into 2024, Cigna CFO Brian Evanko said on the call.
Cigna has had other issues related to MA. In September, Cigna agreed to pay $172 million to settle allegations it was inflating the health needs of its MA beneficiaries to snag higher reimbursement from the government.
Cigna is also facing the same headwinds plaguing other insurers in the program, including changes to payment rules that could lower payment to plans; stricter methodology for calculating quality ratings that’s causing payers to lose out on lucrative bonuses; and seniors utilizing more healthcare, driving up medical costs.
The payer has reportedly been shopping around for a buyer for the business since November. HCSC emerged as the frontrunner earlier this year, after Cigna’s plans for a potential merger with rival insurer Humana fell through.
In a statement, the payer said the HCSC deal would allow it to accelerate investment in its health services and health benefits businesses, though the majority of the proceeds will be allocated to share repurchases.
As part of the deal, Cigna’s health services arm Evernorth will provide pharmacy benefit services to the Medicare businesses for four years after the transaction closes. Cigna said the transaction should be accretive to its earnings in 2025.
The divestiture frees up Cigna to focus on its core business in employer-sponsored plans, which is expected to grow this year thanks to the U.S. economic recovery. Cigna has also seen fast growth in its Affordable Care Act plans, and expects margins in that business to improve this year.
The payer announces fourth-quarter and full-year 2023 earnings on Friday.