UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 13, 2023 (
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 13, 2023, Humana Inc. (the “Company”) completed a public offering of $500 million aggregate principal amount of its 5.700% Senior Notes due 2026 (the “2026 Senior Notes”) and $750 million aggregate principal amount of its 5.500% Senior Notes due 2053 (the “2053 Senior Notes” and, together with the 2026 Senior Notes, the “Senior Notes”). The Senior Notes were issued under an indenture dated as of August 5, 2003, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) (as successor to The Bank of New York), as trustee (the “Trustee”) (the “Original Indenture”), as supplemented by a twenty-fourth supplemental indenture, dated as of March 13, 2023, by and between the Company and the Trustee relating to the 2026 Senior Notes (the “Twenty-Fourth Supplemental Indenture” and, together with the Original Indenture, the “Twenty-Fourth Indenture”) and a twenty-fifth supplemental indenture, dated as of March 13, 2023, by and between the Company and the Trustee relating to the 2053 Senior Notes (the “Twenty-Fifth Supplemental Indenture” and, together with the Original Indenture, the “Twenty-Fifth Indenture,” and the Twenty-Fourth Indenture and Twenty-Fifth Indenture are referred to herein as the “Indentures”).
The sale of the Senior Notes has been registered with the Securities and Exchange Commission (the “Commission”) in a registration statement on Form S-3, File No. 333-254041 (the “Registration Statement”). The terms of the Senior Notes are described in the Company’s Prospectus dated March 9, 2021, as supplemented by a final Prospectus Supplement dated February 27, 2023 as filed with the Commission on February 28, 2023, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
Pursuant to the terms of each of the Indentures, the Senior Notes are unsecured senior obligations of the Company and rank equally with all of the Company’s other unsecured, unsubordinated indebtedness. The 2026 Senior Notes bear interest at an annual rate of 5.700% and the 2053 Senior Notes bear interest at an annual rate of 5.500%. Interest on the 2026 Senior Notes is payable by the Company on March 13 and September 13 of each year, beginning on September 13, 2023. Interest on the 2053 Senior Notes is payable by the Company on March 15 and September 15 of each year, beginning on September 15, 2023. The 2026 Senior Notes mature on March 13, 2026 and the 2053 Senior Notes mature on March 15, 2053.
A copy of the Original Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the Twenty-Fourth Supplemental Indenture is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein. The form of 2026 Senior Notes is filed as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the Twenty-Fifth Supplemental Indenture is filed as Exhibit 4.4 to this Current Report on Form 8-K and is incorporated by reference herein. The form of 2053 Senior Notes is filed as Exhibit 4.5 to this Current Report on Form 8-K and is incorporated by reference herein. The descriptions of the material terms of the Original Indenture, the Twenty-Fourth Supplemental Indenture, the 2026 Senior Notes, the Twenty-Fifth Supplemental Indenture and the 2053 Senior Notes are qualified in their entirety by reference to such exhibits. In addition, the legal opinion of Fried, Frank, Harris, Shriver & Jacobson LLP related to the Senior Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Trustee has also been appointed registrar and paying agent with regard to the Senior Notes and serves the same roles with respect to certain other series of the Company’s outstanding senior notes. An affiliate of the Trustee is also a lender under the Company’s revolving credit facility, 364-day credit facility and term loan.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure above under Item 1.01 of this Current Report on Form 8-K is also responsive to Item 2.03 of this Current Report on Form 8-K and is incorporated by reference into this Item 2.03.
| Item 8.01. | Other Events. |
The Company issued a press release announcing the closing of the offering of the Senior Notes, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| HUMANA INC. | ||
| BY: | /s/ John-Paul W. Felter | |
| John-Paul W. Felter | ||
| Senior Vice President, Chief Accounting Officer and Controller | ||
| (Principal Accounting Officer) | ||
Dated: March 13, 2023