UnitedHealth Agrees to Sell Brazilian Unit Amil

In this iPMI Global Insights article, iPMI report author Ian Youngman, takes a look at the news that UnitedHealth has agreed to sell Brazilian insurance, healthcare and dental unit, Amil.

Ian Youngman is a writer and researcher specialising in insurance. He writes regularly for a variety of magazines, newsletters, and on-line services. He publishes a range of market reports, and undertakes research for companies. To read his latest report, International Health Insurance 2023, please click here, or visit the REPORTS section of iPMI Global.

• UnitedHealth agrees to sell Brazilian health insurance business Amil.
• The group again put Amil up for sale in September 2023.
• In 2021 UHG offered R$3 billion to a group of investors to take over a 340,000 individual health insurance contracts and four hospitals; however, the transaction generated a series of complaints and was blocked by the National Supplementary Health Agency (ANS)—regulatory agency in Brazil responsible for overseeing private health insurance plans.
• Amil has 3.1 million customers in health plans and 2.3 million in dental plans.
• In the first six months of 2023 Amil closed with an operating loss of R$1.6 billion and a net loss of R$866 million- the worst result in the sector.
• A large part of the loss is due to the individual portfolio, which has a claims rate of over 100% and has worsened by between R$150 million and R$200 million per year.
• Amil has only been profitable for three years (including 2020, when the entire sector made a profit) since it was bought by UHG in 2012. I
• UnitedHealth Grouphas agreed to divest its Brazilian health insurance business Amil to Jose Seripieri Filho, a businessman. 
• Seripieri bid around R$2.5 billion ($515.24 million).
• The consideration for the transaction includes 2bn reais in equity and the assumption of Amil’s past and future liabilities worth 9bn reais.
• While the total enterprise value of Amil ranges from R$10 billion to R$15 billion, it has liabilities amounting to R$10 billion (over $2 billion), hence, the selling price is substantially lower.
• 60% of the liabilities are tax-related while the rest are related to healthcare contingencies, and the individual portfolios are currently operating at a loss.
• The company chose to divest the entire business after Brazil's National Regulatory Agency for Private Health Insurance and Plans (ANS) vetoed its plan to sell the portfolio separately.
• Filho founded health insurance company Qualicorp and served as its CEO before leaving it in 2019. 
• Filho has funding from Bradesco, BTG, Pactual, BR Partners,Itau and Santander Brasil, which has offered him a 1bn reais credit line.
• Amil generated 26.3bn reais in revenue in 2023. 
• UnitedHealth acquired Amil in 2012 for $5bn.
• UnitedHealthcareGlobal subsidiary UnitedHealthcare Group Brazil offers insurance and healthcare-including individual and group IPMI, PMI, health cash and dental insurance-plus healthcare and wellness services. 

• Amil’s members have access to a provider network of physicians and other health care professionals, hospitals, laboratories and diagnostic imaging centres.
• Americas Serviços Médicos offers health care delivery in Brazil through hospitals, ambulatory clinics and surgery centres to Amil members and consumers served by the external payer market. 

• It has 31 hospitals and 82 clinics. 

• UH has been trying to sell Amil since 2022 but without success due 
to anti-trust issues. 

• The deal includes Amil Insurance, Amil Integrated Care, Amil Dental and Americas Hospitals in Brazil.
• Amil operates hospitals and manages health benefits in Brazil.
• There were other bidders including Brazilian entrepreneur, Nelson Tanure, private equity firm Bain Capital and Amil founders the Bueno family.
• UnitedHealth does not comment on potential deals.

Questions

• Will United Healthcare Global keep a local Brazil office or will do a deal on IPMI with Amil?
• Will the deal be completed?
• What the price will be?
• Can the buyers raise the money?
• Will insurance regulators allow the deal?
• Will anti-trust regulators allow the deal?

Analysis

• The group is the largest healthcare insurance provider in the USA.
• Suggestions that it is retrenching back to the USA are wrong as Unted Healthcare Flobal has recently extended deals in the Netherlands and Qatar
• Brazil has unique political and economic problems that have contributed to Ami losses in recent years.
• The biggest problem was that decisions by Brazilian healthcare regulator ANS created headaches since UnitedHealth acquired Amil.
• Decisions by Brazilian healthcare regulator ANS have created headaches for the segment since UnitedHealth acquired Ami with strict pricing caps.
• Cover has expanded due to rulings by courts and regulators.
• Many insurers in Brazil stopped selling individual health plans due to mounting losses, but Amil cannot cancel its existing portfolio.
• Gaps in the public healthcare system have led a growing number of Brazilians to rely on private health insurance, which now serves around 49 million people.
• The acquisition of Amil’s assets is transformational for the buyer as the investor starts with one of the largest networks of hospitals and medical clinics and a portfolio of health plans in the country.
• Administrative Council of Economic Defense (CADE) is the Brazilian regulatory agency responsible for enforcing competition laws and promoting free competition.
• CADE has suggested that it would oppose a sale to local competitors but the potential buyer does not pose that problem.
• UHG will take a financial hit on the deal.

What Next?

• When and if the deal closes — expected in the first half of the year, pending regulatory clearance — UnitedHealth will record a charge of a $7 billion. 
• The $7 billion charge stems from foreign currency translation losses and won’t affect the company’s adjusted earnings outlook of adjusted profit of $27.50 to $28 a share in 2024.
• The aim is that Amil will have success with a buyer who has the local knowledge and experience to continue the positive momentum of the business.
• The new buyer that might see the most profit potential in the healthcare arm must continue with the insurance side as local regulations do not allow a sale or cancellation.
• Regulators may be more favourable to a local owner selling the health insurance arm to a local buyer than it would am American group planning that.
• The deal will affect the market dynamics of private healthcare and health insurance in Brazil.