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News & Insights

HCSC’s $3.3 Billion Acquisition of Cigna’s Medicare Businesses and CareAllies

January 31, 2024

On January 31, 2024, Health Care Service Corporation (“HCSC”), the country’s largest customer‑owned health insurer, announced that it has signed a definitive agreement with The Cigna Group (“Cigna”) to acquire its Medicare Advantage, Medicare Supplemental Benefits, Medicare Part D and CareAllies businesses for a purchase price of $3.3 billion. Cigna’s Medicare plans currently serve 3.6 million Medicare members. Cravath is representing HCSC in connection with the transaction.

The Cravath team is led by partners Aaron M. Gruber and Claudia J. Ricciardi and includes associate Marc Bode and foreign associate attorney Benedikt Hadorn on M&A matters; partner William V. Fogg and associate Nastassia Shcherbatsevich Li on financing matters; partner Lauren Angelilli and associates Carlos Nicholas Obando and Michael Pelle on tax matters; partners Noah Joshua Phillips and Jesse M. Weiss and associate Lauren N. Reisig on antitrust matters; partner Eric W. Hilfers and senior attorney Arian Mossanenzadeh on executive compensation and benefits matters; partner David J. Kappos, of counsel Christopher P. Davis and associate Joanne Dynak on intellectual property matters; partner Matthew Morreale and associate Star S. Gulant on environmental matters; and senior attorney Joyce Law and practice area attorney Lauren Piechocki on real estate matters. In addition, Asiya Jaffer worked on M&A matters, Eduardo D. Jacobo‑Arill worked on tax matters, Caroline Wyatt worked on executive compensation and benefits matters and Kenya Rowser worked on intellectual property matters.

Related Practices & Industries

  • Corporate
  • Mergers and Acquisitions
  • Capital Markets
  • Tax
  • Antitrust
  • Executive Compensation and Benefits
  • Intellectual Property
  • Environmental
  • Healthcare and Life Sciences

People

Photo
Name
Aaron M. Gruber
Title
Corporate
Title
Partner
Email
agruber@cravath.com
Phone
+1-212-474-1456
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    Education

    • J.D., 2007, Stanford Law School
      Order of the Coif
    • M.Phil., 2004, University of Cambridge
      Gates Cambridge Scholar
    • B.S., 2003, Yale College
      summa cum laude

    Admitted In

    • New York
    Photo
    Name
    Claudia J. Ricciardi
    Title
    Corporate
    Title
    Partner
    Email
    cricciardi@cravath.com
    Phone
    +1-212-474-1035
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      Education

      • J.D., 2015, Harvard Law School
        cum laude
      • B.A., 2012, University of Pennsylvania
        Phi Beta Kappa, summa cum laude

      Admitted In

      • New York
      Photo
      Name
      William V. Fogg
      Title
      Corporate
      Title
      Partner
      Email
      wfogg@cravath.com
      Phone
      +1-212-474-1131
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        Education

        • J.D., 1991, Columbia Law School
          Harlan Fiske Stone Scholar
        • A.B., 1988, Brown University
          magna cum laude

        Admitted In

        • New York
        Name
        Lauren Angelilli
        Title
        Tax
        Title
        Partner
        Email
        langelilli@cravath.com
        Phone
        +1-212-474-1016
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          Education

          • J.D., 2000, Harvard Law School
            cum laude
          • B.S., 1996, The Wharton School of the University of Pennsylvania
            magna cum laude

          Admitted In

          • New York
          Photo
          Name
          Noah Joshua Phillips
          Title
          Litigation
          Title
          Partner
          Email
          nphillips@cravath.com
          Phone
          +1-202-869-7740
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            Education

            • J.D., 2005, Stanford Law School
              Winner, 2005 Marion Rice Kirkwood Moot Court
            • A.B., 2000, Dartmouth College
              Phi Beta Kappa, magna cum laude

            Admitted In

            • New York
            • District of Columbia
            Photo
            Name
            Jesse M. Weiss
            Title
            Litigation
            Title
            Partner
            Email
            jweiss@cravath.com
            Phone
            +1-212-474-1421
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              Education

              • J.D., 2008, Georgetown University Law Center
                magna cum laude
              • B.A., 2003, University of Maryland

              Admitted In

              • New York
              Photo
              Name
              Eric W. Hilfers
              Title
              Executive Compensation and Benefits
              Title
              Partner
              Email
              ehilfers@cravath.com
              Phone
              +1-212-474-1352
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                Education

                • J.D., 1998, University of Chicago Law School
                  with Honors
                • A.B., 1995, Princeton University

                Admitted In

                • New York
                Photo
                Name
                David J. Kappos
                Title
                Corporate
                Title
                Partner
                Email
                dkappos@cravath.com
                Phone
                +1-212-474-1168
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                  Education

                  • J.D., 1990, University of California, Berkeley, School of Law
                  • B.S., 1983, University of California, Davis
                    summa cum laude

                  Admitted In

                  • New York
                  • California
                  • District of Columbia
                  Photo
                  Name
                  Matthew Morreale
                  Title
                  Corporate
                  Title
                  Partner
                  Email
                  mmorreale@cravath.com
                  Phone
                  +1-212-474-1534
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                    Education

                    • J.D., 1997, Columbia Law School
                      Harlan Fiske Stone Scholar
                    • M.S., 1994, University of Pennsylvania
                    • B.A., 1990, University of Pennsylvania
                    • B.A.S., 1990, University of Pennsylvania

                    Admitted In

                    • New York
                    Photo
                    Name
                    Arian Mossanenzadeh
                    Title
                    Executive Compensation and Benefits
                    Title
                    Senior Attorney
                    Email
                    amossanenzadeh@cravath.com
                    Phone
                    +1-212-474-1571
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                      Education

                      • J.D., 2013, University of Virginia School of Law
                      • B.A., 2008, University of Washington
                        with Distinction, Phi Beta Kappa, magna cum laude

                      Admitted In

                      • New York
                      Photo
                      Name
                      Joyce Law
                      Title
                      Corporate
                      Title
                      Senior Attorney
                      Email
                      jlaw@cravath.com
                      Phone
                      +1-212-474-1066
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                        Education

                        • J.D., 1997, Boston University School of Law
                        • B.Comm., 1994, University of Alberta
                          Distinction

                        Admitted In

                        • New York
                        Name
                        Lauren Piechocki
                        Title
                        Corporate
                        Title
                        Practice Area Attorney
                        Email
                        lpiechocki@cravath.com
                        Phone
                        +1-212-474-1875
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                          Education

                          • J.D., 2012, Hofstra University School of Law
                          • B.A., 2005, Syracuse University
                            Dean's Scholar Maxwell Citizen Education Conference Scholar, cum laude

                          Admitted In

                          • New York

                          Related News & Insights

                          Deals & Cases

                          May 15, 2025

                          Greencore’s £1.2 Billion Recommended Acquisition of Bakkavor

                          On May 15, 2025, the boards of Greencore Group plc (“Greencore”), a leading manufacturer of convenience foods in the UK, and Bakkavor Group Plc (“Bakkavor”), a leading provider of fresh prepared food in the UK, announced that they have agreed the terms of a recommended acquisition of Bakkavor by Greencore at a base consideration which values each Bakkavor share at 200 pence, which implies Bakkavor’s entire issued and to be issued share capital is valued at approximately £1.2 billion. Under the terms of the transaction, Bakkavor shareholders will be entitled to (for each Bakkavor share): 0.604 new Greencore shares, 85 pence in cash and one contingent value right. Cravath is representing Greencore as U.S. counsel in connection with the transaction.

                          Deals & Cases

                          May 09, 2025

                          TaskUs’s Take‑Private Acquisition by its Co‑Founders and Blackstone

                          On May 9, 2025, TaskUs, Inc. (“TaskUs”), a leading provider of outsourced digital services and next‑generation customer experience to companies, announced it has entered into a definitive agreement to become a privately held company. Under the terms of the agreement, an affiliate of Blackstone, TaskUs Co‑Founder and Chief Executive Officer Bryce Maddock and TaskUs Co‑Founder and President Jaspar Weir (collectively the “Buyer Group”) will acquire 100% of the outstanding shares of Class A common stock they do not already own for $16.50 per share in an all-cash transaction. Upon completion of the transaction, the Company’s Class A common stock will no longer be listed on any public market. The TaskUs Board of Directors has approved the transaction upon the unanimous recommendation of a special committee of independent directors (the “Special Committee”), which was formed on March 20, 2025, in response to interest expressed by the Buyer Group in exploring a possible transaction. Cravath is representing the Special Committee in connection with the transaction.

                          Deals & Cases

                          March 18, 2025

                          Wiz’s $32 Billion Acquisition by Google

                          On March 18, 2025, Wiz, Inc. (“Wiz”), a leading cloud security platform headquartered in New York, and Google LLC (“Google”) announced they have signed a definitive agreement for Google to acquire Wiz for $32 billion, subject to closing adjustments, in an all‑cash transaction. Once closed, Wiz will join Google Cloud. Cravath is representing Wiz as regulatory counsel in connection with the transaction.

                          Deals & Cases

                          March 17, 2025

                          PepsiCo’s $1.95 Billion Acquisition of poppi

                          On March 17, 2025, PepsiCo, Inc. (“PepsiCo”) announced that it has entered into a definitive agreement to acquire poppi, a prebiotic soda brand, for $1.95 billion, including $300 million of anticipated cash tax benefits for a net purchase price of $1.65 billion. The transaction also includes an additional potential earnout consideration subject to the achievement of certain performance milestones within a specified period after closing of the transaction. Cravath is representing PepsiCo in connection with the transaction.

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