Prospectus Supplement
July 29, 2021
(To Prospectus dated March 9,
2021)
$3,000,000,000
Humana Inc.
$1,500,000,000 0.650% Senior Notes due 2023
$750,000,000 1.350% Senior Notes due 2027
$750,000,000 2.150% Senior Notes due 2032
The 2023 notes
will bear interest at 0.650% per year, the 2027 notes will bear interest at 1.350% per year and the 2032 notes will bear interest at 2.150% per year. Interest on the notes is payable on February 3 and August 3 of each year, beginning on
February 3, 2022. The 2023 notes will mature on August 3, 2023, the 2027 notes will mature on February 3, 2027 and the 2032 notes will mature on February 3, 2032. We refer to the 2023 notes, 2027 notes and 2032 notes collectively
as the notes. Interest on the notes will accrue from August 3, 2021.
At our option, we may redeem the notes, in whole or in part,
before their maturity date at the applicable redemption prices described in this prospectus supplement under the caption Description of the NotesOptional Redemption. If a change of control triggering event as described in this
prospectus supplement occurs, unless we have exercised our option to redeem the notes, we will be required to offer to repurchase the notes at the price described in this prospectus supplement under the caption Description of the
NotesOffer to Repurchase Upon Change of Control Triggering Event.
On April 27, 2021, we entered into a definitive
agreement to acquire the remaining 60% interest in Kindred at Home (the Acquisition) from TPG Capital and Welsh, Carson Anderson & Stowe, for an enterprise value of $8.1 billion, which includes our existing equity value of
$2.4 billion associated with our 40% minority ownership interest. The Acquisition, which is expected to close in the third quarter of 2021, is subject to customary state and federal regulatory approvals. We intend to use the net proceeds from
this offering, together with cash on hand and borrowings under our $500 million Delayed Draw Term Loan, to fund the approximately $5.7 billion purchase price of the Acquisition, which includes the assumption of approximately
$1.9 billion of Kindred at Homes indebtedness and is net of our existing 40% equity interest, and to pay related fees and expenses. See Use of Proceeds. If (i) the Acquisition has not been completed by January 22,
2022 or (ii) prior to such date, the stock purchase agreement relating to the Acquisition (the Acquisition Agreement) is terminated in accordance with its terms, we must redeem all of the 2023 notes at a redemption price equal to
101% of their principal amount, plus accrued and unpaid interest to, but not including, the special mandatory redemption date. See Description of the NotesSpecial Mandatory Redemption.
The notes will be our unsecured senior obligations and will rank equally with all of our other existing and future unsecured senior
indebtedness.
Investing in the notes involves risks that are described in the Risk Factors
sections beginning on page S-6 of this prospectus supplement and in other documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Per 2023 Note
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Total
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Per 2027 Note
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Total
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Per 2032 Note
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Total
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Public Offering Price(1)
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99.933
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%
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$
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1,498,995,000
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99.905
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%
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$
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749,287,500
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99.804
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%
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$
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748,530,000
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Underwriting Discount
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0.250
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%
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$
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3,750,000
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0.600
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%
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$
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4,500,000
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0.650
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%
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$
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4,875,000
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Proceeds to Humana Inc. (before expenses)(1)
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99.683
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%
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$
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1,495,245,000
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99.305
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%
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$
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744,787,500
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99.154
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%
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$
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743,655,000
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(1)
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Plus accrued interest, if any, from August 3, 2021.
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The notes will not be listed on any securities exchange. Currently, there are no public markets for the notes.
It is expected that delivery of the notes will be made to purchasers on or about August 3, 2021, which is the third business day following
the date of this prospectus supplement (such settlement cycle referred to as T+3), through The Depository Trust Company, including its participants Clearstream Banking S.A. and Euroclear Bank SA/NV. Under Rule
15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to such trade expressly agree otherwise.
See Underwriting.
Joint Book-Running Managers
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Goldman Sachs & Co. LLC
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BofA Securities
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J.P. Morgan
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Citigroup
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PNC Capital Markets LLC
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US Bancorp
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Wells Fargo Securities
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Co-Managers
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Barclays
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Truist Securities
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Morgan Stanley
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BNY Mellon Capital Markets, LLC
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Fifth Third Securities
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UMB Financial Services, Inc.
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July 29, 2021