hum-202311090000049071false00000490712023-11-092023-11-09
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2023 (November 9, 2023)
Humana Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 001-05975 | 61-0647538 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
500 W. Main Street, Louisville, Kentucky 40202
(Address of principal executive offices, and Zip Code)
(502) 580-1000
Registrant’s telephone number, including area code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | | | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | HUM | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On November 9, 2023, Humana Inc. (the “Company”) completed a public offering of $500 million aggregate principal amount of its 5.750% Senior Notes due 2028 (the “2028 Senior Notes”) and $850 million aggregate principal amount of its 5.950% Senior Notes due 2034 (the “2034 Senior Notes” and, together with the 2028 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-sixth supplemental indenture, dated as of November 9, 2023, by and between the Company and the Trustee relating to the 2028 Senior Notes (the “Twenty-Sixth Supplemental Indenture” and, together with the Original Indenture, the “Twenty-Sixth Indenture”) and a twenty-seventh supplemental indenture, dated as of November 9, 2023, by and between the Company and the Trustee relating to the 2034 Senior Notes (the “Twenty-Seventh Supplemental Indenture” and, together with the Original Indenture, the “Twenty-Seventh Indenture,” and the Twenty-Sixth Indenture and Twenty-Seventh 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 November 2, 2023 as filed with the Commission on November 3, 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 2028 Senior Notes bear interest at an annual rate of 5.750% and the 2034 Senior Notes bear interest at an annual rate of 5.950%. Interest on the 2028 Senior Notes is payable by the Company on June 1 and December 1 of each year, beginning on June 1, 2024. Interest on the 2034 Senior Notes is payable by the Company on March 15 and September 15 of each year, beginning on March 15, 2024. The 2028 Senior Notes mature on December 1, 2028 and the 2034 Senior Notes mature on March 15, 2034.
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-Sixth 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 2028 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-Seventh 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 2034 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-Sixth Supplemental Indenture, the 2028 Senior Notes, the Twenty-Seventh Supplemental Indenture and the 2034 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 and 364-day credit facility.
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:
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| Exhibit No. | | Description |
| 4.1 | | |
| 4.2 | | |
4.3 | | |
4.4 | | |
4.5 | | |
| 5.1 | | |
| 23.1 | | |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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| HUMANA INC. |
| |
| BY: | /s/ John-Paul W. Felter |
| John-Paul W. Felter |
| Senior Vice President, Chief Accounting Officer and Controller |
| (Principal Accounting Officer) |
Dated: November 9, 2023