Item 1.01. Entry into a Material Definitive Agreement.
On March 26, 2020, Humana Inc. (the "Company") completed a public offering of
$600 million aggregate principal amount of its 4.500% Senior Notes due 2025 (the
"2025 Senior Notes") and $500 million aggregate principal amount of its 4.875%
Senior Notes due 2030 (the "2030 Senior Notes" and, together with the 2025
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 sixteenth
supplemental indenture, dated as of March 26, 2020, by and between the Company
and the Trustee relating to the 2025 Senior Notes (the "Sixteenth Supplemental
Indenture" and, together with the Original Indenture, the "Sixteenth Indenture")
and a seventeenth supplemental indenture, dated as of March 26, 2020, by and
between the Company and the Trustee relating to the 2030 Senior Notes (the
"Seventeenth Supplemental Indenture" and, together with the Original Indenture,
the "Seventeenth Indenture," and the Sixteenth Indenture and the Seventeenth
Indenture are referred to herein as the "Indentures"). 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 2025 Senior Notes bear interest at an annual
rate of 4.500% and the 2030 Senior Notes bear interest at an annual rate of
4.875%. Interest on the Senior Notes is payable by the Company on April 1 and
October 1 of each year, beginning on October 1, 2020. The 2025 Senior Notes
mature on April 1, 2025 and the 2030 Senior Notes mature on April 1, 2030.
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 Sixteenth
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 2025 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 Seventeenth 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 2030 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 Sixteenth Supplemental
Indenture, the 2025 Senior Notes, the Seventeenth Supplemental Indenture and the
2030 Senior Notes are qualified in their entirety by reference to such exhibits.
In addition, the legal opinion related to the Senior Notes is attached hereto as
Exhibit 5.1 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 senior notes. An affiliate of the Trustee is also a lender
under the Company's existing 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 are also
responsive to Item 2.03 of this Current Report on Form 8-K and are hereby
incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
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.
None of the information furnished in this Item 7.01 hereto (including Exhibit
99.1) shall be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended. Unless expressly set forth by specific
reference in such filings, none of the information furnished in this Item 7.01
(including Exhibit 99.1) shall be incorporated by reference in any filing under
the Securities Act of 1933, as amended, whether made before or after the date
hereof and regardless of any general incorporation language in such filings.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
4.1 Indenture, dated as of August 5, 2003, by and between the Company and
The Bank of New York, as trustee (incorporated herein by reference to
Exhibit 4.1 to Humana Inc.'s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2003).
4.2 Sixteenth Supplemental Indenture, dated March 26, 2020, between the
Company and The Bank of New York Mellon Trust Company, N.A., as
trustee.
4.3 Form of 4.500% Senior Notes due 2025.
4.4 Seventeenth Supplemental Indenture, dated March 26, 2020, between the
Company and The Bank of New York Mellon Trust Company, N.A., as
trustee.
4.5 Form of 4.875% Senior Notes due March 26, 2030
5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (See Exhibit
5.1).
99.1 Press Release, dated March 26, 2020, issued by the Company.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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