| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 3, 2021, Humana Inc. (the “Company”) completed a public offering of $1,500 million aggregate principal amount of its 0.650% Senior Notes due 2023 (the “2023 Senior Notes”), $750 million aggregate principal amount of its 1.350% Senior Notes due 2027 (the “2027 Senior Notes”) and $750 million aggregate principal amount of its 2.150% Senior Notes due 2032 (the “2032 Senior Notes” and, together with the 2023 Senior Notes and the 2027 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 an eighteenth supplemental indenture, dated as of August 3, 2021, by and between the Company and the Trustee relating to the 2023 Senior Notes (the “Eighteenth Supplemental Indenture” and, together with the Original Indenture, the “Eighteenth Indenture”), a nineteenth supplemental indenture, dated as of August 3, 2021, by and between the Company and the Trustee relating to the 2027 Senior Notes (the “Nineteenth Supplemental Indenture” and, together with the Original Indenture, the “Nineteenth Indenture”) and a twentieth supplemental indenture, dated as of August 3, 2021, by and between the Company and the Trustee relating to the 2032 Senior Notes (the “Twentieth Supplemental Indenture” and, together with the Original Indenture, the “Twentieth Indenture,” and the Eighteenth Indenture, Nineteenth Indenture and Twentieth 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 2023 Senior Notes bear interest at an annual rate of 0.650%, the 2027 Senior Notes bear interest at an annual rate of 1.350% and the 2032 Senior Notes bear interest at an annual rate of 2.150%. Interest on the Senior Notes is payable by the Company on February 3 and August 3 of each year, beginning on February 3, 2022. The 2023 Senior Notes mature on August 3, 2023, the 2027 Senior Notes mature on February 3, 2027 and the 2032 Senior Notes mature on February 3, 2032.
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 Eighteenth 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 2023 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 Nineteenth 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 2027 Senior Notes is filed as Exhibit 4.5 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the Twentieth Supplemental Indenture is filed as Exhibit 4.6 to this Current Report on Form 8-K and is incorporated by reference herein. The form of 2032 Senior Notes is filed as Exhibit 4.7 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 Eighteenth Supplemental Indenture, the 2023 Senior Notes, the Nineteenth Supplemental Indenture, the 2027 Senior Notes, the Twentieth Supplemental Indenture and the 2032 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 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 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 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 incorporated by reference herein.
