Humana Prices $3.0 Billion Debt Offering
Humana Inc. (the “company”) (NYSE: HUM) announced today that it has priced a public offering of $3.0 billion in senior notes. These senior notes are comprised of $1,500 million of the company’s 0.650 percent senior notes, due 2023 (the “2023 notes”), at 99.933 percent of the principal amount, $750 million of the company’s 1.350 percent senior notes, due 2027 (the “2027 notes”), at 99.905 percent of the principal amount and $750 million of the company’s 2.150 percent senior notes, due 2032 (the “2032 notes”), at 99.804 percent of the principal amount (collectively, the “Senior Notes Offerings”). The Senior Notes Offerings are expected to close on August 3, 2021, subject to the satisfaction of customary closing conditions.
The company expects net proceeds from the Senior Notes Offerings will be approximately $2.973 billion, after deducting underwriters’ discounts and estimated offering expenses. The company intends to use the net proceeds from the Senior Notes Offerings, together with cash on hand and borrowings under its $500 million delayed draw term loan to fund the approximately $5.7 billion purchase price of the acquisition of Kindred at Home, which includes the assumption of approximately $1.9 billion of Kindred at Home’s indebtedness and is net of its existing 40% equity interest (the “Acquisition”), and to pay related fees and expenses. The closing of the Senior Notes Offerings are not conditioned on, and will be consummated prior to, closing of the Acquisition. If (i) the Acquisition has not been completed by January 22, 2022 or (ii) prior to such date, the stock purchase agreement relating to the Acquisition is terminated in accordance with its terms, the company must redeem all of the 2023 notes at a redemption price equal to 101% of their principal amount, plus accrued and unpaid interest to, but not including, the special mandatory redemption date. If the Acquisition is not consummated, the company will use the proceeds of the 2027 notes and 2032 notes for general corporate purposes, which may include the repayment of existing indebtedness.
Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC are acting as active joint book-running managers for the Senior Notes Offerings.
The Senior Notes Offerings are being made pursuant to an effective shelf registration statement (including a base prospectus) filed with the Securities and Exchange Commission (the “SEC”). The Senior Notes Offerings may be made only by means of a prospectus and related prospectus supplement, copies of which may be obtained by calling Goldman Sachs & Co. LLC. toll-free at 866-471-2526, or by contacting BofA Securities, Inc. at email@example.com or toll-free at 1-800-294-1322 or by calling J.P. Morgan Securities LLC collect at 212-834-4533. An electronic copy of the registration statement and prospectus supplement, together with the base prospectus, is available on the SEC’s website at www.sec.gov.
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