01—Abstract
Summary
Summary of the 8-K filed March 31, 2025. Cited figures are marked; the original filing is the authoritative source.
On March 26, 2025, Humana Inc. entered into an underwriting agreement with J.P.
Morgan Securities LLC and Barclays Capital Inc., as representatives of the underwriters, to issue an additional $250 milliona aggregate principal amount of its 5.375% Senior Notes due 2031. The Additional 2031 Notes were sold at 99.941% of principal amount, plus accrued interest from October 15, 2024, and the offering was completed on March 31, 2025. They are fungible with and form a single series with the $1.25 billion of Existing 2031 Notes issued on March 13, 2024, bringing total outstanding principal of the Notes to $1.5 billion.
The company estimates net proceeds of approximately $247 millionb, intended for general corporate purposes, which may include repayment of existing indebtedness. The Additional 2031 Notes are unsecured senior obligations ranking equally with the company's other unsecured, unsubordinated indebtedness. They bear interest at 5.375% payable April 15 and October 15 each year, beginning April 15, 2025, and mature April 15, 2031.
The notes were issued under the 1993-era indenture dated August 5, 2003 with The Bank of New York Mellon Trust Company, N.A. as trustee, as supplemented by the twenty-eighth supplemental indenture dated March 13, 2024. The offering was registered on Form S-3 (File No. 333-277734). The filing also discloses that the underwriters and their affiliates have provided commercial banking, investment banking, corporate trust and advisory services to the company for customary fees, that certain affiliates are lenders under the company's revolving credit facility and 364-day credit facility, and that the trustee is also a lender affiliate under those facilities and serves as registrar and paying agent for the notes.
02—Key points
Key Highlights
- Humana issued an additional $250 million of 5.375% Senior Notes due 2031, completing the offering on March 31, 2025.
- The notes were sold at 99.941% of principal amount, plus accrued interest from October 15, 2024.
- Estimated net proceeds are approximately $247 million, for general corporate purposes which may include repaying existing indebtedness.
- The additional notes are fungible with the existing $1.25 billion 2031 notes, bringing total outstanding principal of the Notes to $1.5 billion.
- The notes are unsecured senior obligations ranking equally with the company's other unsecured, unsubordinated debt, maturing April 15, 2031.
- Interest is payable semiannually on April 15 and October 15, beginning April 15, 2025.
- Underwriters and their affiliates have existing commercial and investment banking relationships with the company and are lenders under its revolving and 364-day credit facilities.
03—Questions
Frequently Asked Questions
How much debt was raised and on what terms?
Humana sold an additional $250 million aggregate principal amount of 5.375% Senior Notes due April 15, 2031, at 99.941% of principal plus accrued interest from October 15, 2024. The notes have terms identical to the existing 2031 notes, except for issue date and price.
What is the total amount of these notes now outstanding?
Together with the previously issued $1.25 billion of Existing 2031 Notes, the total outstanding aggregate principal amount of the Notes is $1.5 billion.
What will Humana do with the proceeds?
The company estimates net proceeds of approximately $247 million after underwriting discounts, commissions and offering expenses. It intends to use them for general corporate purposes, which may include repayment of existing indebtedness.
How do the notes rank relative to other company debt?
The Additional 2031 Notes are unsecured senior obligations of Humana and rank equally with all of its other unsecured, unsubordinated indebtedness, including the Existing 2031 Notes.
Are there any conflicts of interest involving the underwriters or trustee?
The filing states that the underwriters and their affiliates have performed commercial banking, investment banking, corporate trust and advisory services for the company for customary fees. Certain underwriter affiliates are lenders under the revolving and 364-day credit facilities, and an affiliate of the trustee is also a lender under those facilities.
04—Continue