Humana Inc. (NYSE:HUM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On December21, 2017, Humana Inc. (“Humana”) entered into an accelerated stock repurchase agreement (the “ASR Agreement”) with Bank of America, N.A. (“BofA”) to repurchase $1.0billion of its common stock as part of the $3.0billion share repurchase program that Humana announced on December14, 2017.
Under the ASR Agreement, on December22, 2017, Humana made a payment of $1.0billion to BofA from available cash on hand and received an initial delivery of 3,284,342 shares of Humana common stock from BofA.The specific number of shares that Humana ultimately will repurchase to the ASR Agreement will be based generally on the daily volume-weighted average share price of Humana common stock over the term of the ASR Agreement, less a discount and subject to adjustments to the terms and conditions of the ASR Agreement. Final settlement under the ASR Agreement is expected to occur in the first quarter of 2018. The ASR Agreement contains provisions customary for agreements of this type, including provisions for adjustments to the transaction terms upon certain specified events, the circumstances generally under which final settlement of the ASR Agreement may be accelerated or extended or the ASR Agreement may be terminated early by BofA or Humana, and various acknowledgements and representations made by the parties to each other.At final settlement, under certain circumstances, Humana may be entitled to receive additional shares of Humana common stock from BofA or Humana may be required to make a cash payment or, if Humana elects, deliver shares of Humana common stock to BofA.All of the shares of Humana common stock delivered to Humana under the ASR Agreement will be held in treasury or retired.
| Item 1.01 | Financial Statements and Exhibits. |
(d)Exhibits:
HUMANA INC ExhibitEX-10 2 d473908dex10.htm EX-10 EX-10 Exhibit 10 Opening Transaction To: Humana Inc. 500 West Main Street Louisville,…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.