Humana Inc. (NYSE:HUM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On December14, 2017, HumanaInc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner& Smith Incorporated, as representatives of the several underwriters (together, the “Underwriters”), to which the Company agreed to issue and sell to the Underwriters $400 million aggregate principal amount of its 2.500% Senior Notes due 2020 (the “2020 Senior Notes”) and $400 million aggregate principal amount of its 2.900% Senior Notes due 2022 (the “2022 Senior Notes” and, together with the 2020 Senior Notes, the “Senior Notes”), in accordance with the terms and conditions set forth in the Underwriting Agreement. The 2020 Senior Notes were sold at a public offering price of 99.946% of the aggregate principal amount thereof and the 2022 Senior Notes were sold at a public offering price of 99.830% of the aggregate principal amount thereof.
The sale of the Senior Notes has been registered with the Securities and Exchange Commission (the “Commission”) in a registration statement on FormS-3, File No.333-202623 (the “Registration Statement”). The terms of the Senior Notes are described in the Company’s Prospectus dated March9, 2015, as supplemented by a final Prospectus Supplement dated December14, 2017 as filed with the Commission on December18, 2017, to Rule424(b)(5)under the Securities Act of 1933, as amended (the “Securities Act”).
The Senior Notes are unsecured senior obligations of the Company and rank equally with all of the Company’s other unsecured, unsubordinated indebtedness. The 2020 Senior Notes bear interest at an annual rate of 2.500% and the 2022 Senior Notes bear interest at an annual rate of 2.900%. Interest on the Senior Notes is payable by the Company on June 15 and December 15 of each year, beginning on June 15, 2018. The 2020 Senior Notes mature on December 15, 2020 and the 2022 Senior Notes mature on December 15, 2022. The closing of the sale of the Senior Notes is expected to occur on December21, 2017, subject to customary closing conditions. The Company estimates that the net proceeds from the sale of the Senior Notes, after deducting the Underwriters’ discounts and commissions and estimated offering expenses, will be approximately $793 million.
The Underwriters have performed commercial banking, investment banking and advisory services for the Company from time to time for which they have received customary fees and expenses. The Underwriters may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business. In addition, affiliates of certain of the Underwriters are lenders under the Company’s credit facility. The Company intends to use the net proceeds from this offering, together with available cash, to fund the redemption of its $300million aggregate principal amount of 6.30percent senior notes maturing in August 2018 and its $500million aggregate principal amount of 7.20percent senior notes maturing in June 2018.
A copy of the Underwriting Agreement is filed as Exhibit1.1 to this Current Report on Form8-K and is incorporated by reference herein. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
The Company issued a press release announcing the pricing of the offering of the Notes, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
| Item 1.01. | Financial Statements and Exhibits. |
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Exhibit No. |
Description |
| 1.1 | Underwriting Agreement, dated December14, 2017, among the Company, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several Underwriters. |
| 99.1 | Press Release, dated December14, 2017, issued by the Company. |
HUMANA INC ExhibitEX-1.1 2 d487436dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION $800,…To view the full exhibit click here
About Humana Inc. (NYSE:HUM)
Humana Inc. is a health and well-being company. The Company’s segments include Retail, Group, Healthcare Services and Other Businesses. The Retail segment consists of Medicare benefits, marketed to individuals or directly via group accounts, as well as individual commercial fully-insured medical and specialty health insurance benefits, including dental, vision, and other supplemental health and financial protection products. The Group segment consists of employer group commercial fully-insured medical and specialty health insurance benefits, including dental, vision, and other supplemental health and voluntary insurance benefits, as well as administrative services only products. The Healthcare Services segment includes services, such as pharmacy solutions, provider services, home-based services and clinical programs, as well as services and capabilities to advance population health. The Other Businesses segment includes its closed-block long-term care insurance policies.
