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
dg.prospectus_requests@baml.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.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Cautionary Statement
This news release includes forward-looking statements regarding
Humana within the meaning of the Private Securities Litigation
Reform Act of 1995. When used in investor presentations, press
releases, Securities and Exchange Commission (“SEC”) filings, and
in oral statements made by or with the approval of one of Humana’s
executive officers, the words or phrases like “expects,”
“believes,” “anticipates,” “intends,” “likely will result,”
“estimates,” “projects” or variations of such words and similar
expressions are intended to identify such forward-looking
statements.
These forward-looking statements are not guarantees of future
performance and are subject to risks, uncertainties, and
assumptions, including, among other things, information set forth
in the “Risk Factors” section of the company’s SEC filings, a
summary of which includes but is not limited to the following:
- If Humana does not design and price its products properly and
competitively, if the premiums Humana receives are insufficient to
cover the cost of healthcare services delivered to its members, if
the company is unable to implement clinical initiatives to provide
a better healthcare experience for its members, lower costs and
appropriately document the risk profile of its members, or if its
estimates of benefits expense are inadequate, Humana’s
profitability could be materially adversely affected. Humana
estimates the costs of its benefit expense payments, and designs
and prices its products accordingly, using actuarial methods and
assumptions based upon, among other relevant factors, claim payment
patterns, medical cost inflation, and historical developments such
as claim inventory levels and claim receipt patterns. The company
continually reviews estimates of future payments relating to
benefit expenses for services incurred in the current and prior
periods and makes necessary adjustments to its reserves, including
premium deficiency reserves, where appropriate. These estimates
involve extensive judgment, and have considerable inherent
variability because they are extremely sensitive to changes in
claim payment patterns and medical cost trends. Accordingly,
Humana’s reserves may be insufficient.
- If Humana fails to effectively implement its operational and
strategic initiatives, particularly its Medicare initiatives and
state-based contract strategy, the company’s business may be
materially adversely affected, which is of particular importance
given the concentration of the company’s revenues in these
products. In addition, there can be no assurances that the company
will be successful in maintaining or improving its Star ratings in
future years.
- If Humana fails to properly maintain the integrity of its data,
to strategically maintain existing or implement new information
systems, to protect Humana’s proprietary rights to its systems, or
to defend against cyber-security attacks or prevent other privacy
or data security incidents that result in security breaches that
disrupt our operations or in the unintended dissemination of
sensitive personal information or proprietary or confidential
information, the company’s business may be materially adversely
affected.
- Humana is involved in various legal actions, or disputes that
could lead to legal actions (such as, among other things, provider
contract disputes and qui tam litigation brought by individuals on
behalf of the government), governmental and internal
investigations, and routine internal review of business processes
any of which, if resolved unfavorably to the company, could result
in substantial monetary damages or changes in its business
practices. Increased litigation and negative publicity could also
increase the company’s cost of doing business.
- As a government contractor, Humana is exposed to risks that may
materially adversely affect its business or its willingness or
ability to participate in government healthcare programs including,
among other things, loss of material government contracts,
governmental audits and investigations, potential inadequacy of
government determined payment rates, potential restrictions on
profitability, including by comparison of profitability of the
company’s Medicare Advantage business to non-Medicare Advantage
business, or other changes in the governmental programs in which
Humana participates. Changes to the risk-adjustment model utilized
by CMS to adjust premiums paid to Medicare Advantage, or MA, plans
according to the health status of covered members, including
proposed changes to the methodology used by CMS for risk adjustment
data validation audits that fail to address adequately the
statutory requirement of actuarial equivalence, if implemented,
could have a material adverse effect on our operating results,
financial position and cash flows.
- Humana’s business activities are subject to substantial
government regulation. New laws or regulations, or legislative,
judicial, or regulatory changes in existing laws or regulations or
their manner of application could increase the company’s cost of
doing business and have a material adverse effect on Humana’s
results of operations (including restricting revenue, enrollment
and premium growth in certain products and market segments,
restricting the company’s ability to expand into new markets,
increasing the company’s medical and operating costs by, among
other things, requiring a minimum benefit ratio on insured
products, lowering the company’s Medicare payment rates and
increasing the company’s expenses associated with a non-deductible
health insurance industry fee and other assessments); the company’s
financial position (including the company’s ability to maintain the
value of its goodwill); and the company’s cash flows.
- Humana’s failure to manage acquisitions, divestitures and other
significant transactions successfully may have a material adverse
effect on the company’s results of operations, financial position,
and cash flows.
- If Humana fails to develop and maintain satisfactory
relationships with the providers of care to its members, the
company’s business may be adversely affected.
- Humana’s pharmacy business is highly competitive and subjects
it to regulations and supply chain risks in addition to those the
company faces with its core health benefits businesses.
- Changes in the prescription drug industry pricing benchmarks
may adversely affect Humana’s financial performance.
- Humana’s ability to obtain funds from certain of its licensed
subsidiaries is restricted by state insurance regulations.
- Downgrades in Humana’s debt ratings, should they occur, may
adversely affect its business, results of operations, and financial
condition.
- The securities and credit markets may experience volatility and
disruption, which may adversely affect Humana’s business.
- The spread of, and response to, the novel coronavirus, or
COVID-19, underscores certain risks Humana faces, including those
discussed above, and the ongoing, heightened uncertainty created by
the pandemic precludes any prediction as to the ultimate adverse
impact to Humana of COVID-19.
To the extent that the spread of COVID-19 is not contained, the
premiums the company charges may prove to be insufficient to cover
the cost of health care services delivered to its members, which
may increase significantly as a result of higher utilization rates
of medical facilities and services and other increases in
associated hospital and pharmaceutical costs. Humana may also
experience increased costs or decreased revenues if, as a result of
the company’s members being unable or unwilling to see their
providers due to actions taken to mitigate the spread of COVID-19,
Humana is unable to implement clinical initiatives to manage health
care costs and chronic conditions of its members, and appropriately
document their risk profiles. In addition, Humana is offering, and
has been mandated by legislative and regulatory action (including
the Families First Act and CARES Act) to provide, certain expanded
benefit coverage to its members, such as waiving out of pocket
costs for COVID-19 testing and treatment. Humana is also taking
actions designed to help provide financial and administrative
relief for the health care provider community. Such measures and
any further steps taken by Humana, or governmental action, to
continue to respond to and address the ongoing impact of COVID-19
(including further expansion or modification of the services
delivered to its members, the adoption or modification of
regulatory requirements associated with those services and the
costs and challenges associated with ensuring timely compliance
with such requirements), to provide further relief for the health
care provider community, or in connection with the relaxation of
stay-at-home and physical distancing orders and other restrictions
on movement and economic activity, including the potential for
widespread testing and therapeutic treatments and the distribution
and administration of COVID-19 vaccines, could adversely impact the
company’s profitability.
The spread and impact of COVID-19, or actions taken to mitigate
this spread, could have material and adverse effects on Humana’s
ability to operate effectively, including as a result of the
complete or partial closure of facilities or labor shortages.
Disruptions in public and private infrastructure, including
communications, availability of in-person sales and marketing
channels, financial services and supply chains, could materially
and adversely disrupt the company’s normal business operations.
Humana has transitioned a significant subset of its employee
population to a remote work environment in an effort to mitigate
the spread of COVID-19, as have a number of the company’s
third-party service providers, which may exacerbate certain risks
to Humana’s business, including an increased demand for information
technology resources, increased risk of phishing and other
cybersecurity attacks, and increased risk of unauthorized
dissemination of sensitive personal information or proprietary or
confidential information about the company or its members or other
third-parties. The outbreak of COVID-19 has severely impacted
global economic activity, including the businesses of some of
Humana’s commercial customers, and caused significant volatility
and negative pressure in the financial markets. In addition to
disrupting Humana’s operations, these developments may adversely
affect the timing of commercial customer premium collections and
corresponding claim payments, the value of the company’s investment
portfolio, or future liquidity needs.
The ongoing, heightened uncertainty created by the pandemic
precludes any prediction as to the ultimate adverse impact to
Humana of COVID-19. Humana is continuing to monitor the spread of
COVID-19, changes to the company’s benefit coverages, and the
ongoing costs and business impacts of dealing with COVID-19,
including the potential costs and impacts associated with lifting
or reimposing restrictions on movement and economic activity, the
timing and degree in resumption of demand for deferred healthcare
services, the pace of administration of COVID-19 vaccines and the
effectiveness of those vaccines, and related risks. The magnitude
and duration of the pandemic and its impact on Humana’s business,
results of operations, financial position, and cash flows is
uncertain, but such impacts could be material to the company’s
business, results of operations, financial position and cash
flows.
In making forward-looking statements, Humana is not undertaking
to address or update them in future filings or communications
regarding its business or results. In light of these risks,
uncertainties, and assumptions, the forward-looking events
discussed herein may or may not occur. There also may be other
risks that the company is unable to predict at this time. Any of
these risks and uncertainties may cause actual results to differ
materially from the results discussed in the forward-looking
statements.
Humana advises investors to read the following documents as
filed by the company with the SEC for further discussion both of
the risks it faces and its historical performance:
- Form 10-K for the year ended December 31, 2020;
- Form 10-Qs for the quarters ended March 31, 2021 and June 30,
2021; and
- Form 8-Ks filed during 2021.
About Humana
Humana Inc. (NYSE: HUM) is committed to helping our millions of
medical and specialty members achieve their best health. Our
successful history in care delivery and health plan administration
is helping us create a new kind of integrated care with the power
to improve health and well-being and lower costs. Our efforts are
leading to a better quality of life for people with Medicare,
families, individuals, military service personnel and communities
at large.
To accomplish that, we support physicians and other health care
professionals as they work to deliver the right care in the right
place for their patients, our members. Our range of clinical
capabilities, resources and tools - such as in-home care,
behavioral health, pharmacy services, data analytics and wellness
solutions - combine to produce a simplified experience that makes
health care easier to navigate and more effective.
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version on businesswire.com: https://www.businesswire.com/news/home/20210729006222/en/
Amy Smith Humana Investor Relations (502) 580-2811 e-mail:
Amysmith@humana.com Kelley Murphy Humana Corporate Communications
(502) 224-1755 e-mail: Kmurphy26@humana.com
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