Item 1.01. Entry into a Material Definitive Agreement.
On
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
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
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.
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None of the information furnished in this Item 7.01 hereto (including Exhibit 99.1) shall be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Unless expressly set forth by specific reference in such filings, none of the information furnished in this Item 7.01 (including Exhibit 99.1) shall be incorporated by reference in any filing under the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 4.1 Indenture, dated as ofAugust 5, 2003 , by and between the Company andThe Bank of New York , as trustee (incorporated herein by reference to Exhibit 4.1 toHumana Inc.'s Quarterly Report on Form 10-Q for the quarter endedSeptember 30, 2003 ). 4.2 Eighteenth Supplemental Indenture, datedAugust 3, 2021 , between the Company andThe Bank of New York Mellon Trust Company, N.A. , as trustee. 4.3 Form of 0.650% Senior Notes due 2023. 4.4 Nineteenth Supplemental Indenture, datedAugust 3, 2021 , between the Company andThe Bank of New York Mellon Trust Company, N.A. , as trustee. 4.5 Form of 1.350% Senior Notes due 2027. 4.6 Twentieth Supplemental Indenture, datedAugust 3, 2021 , between the Company andThe Bank of New York Mellon Trust Company, N.A. , as trustee. 4.7 Form of 2.150% Senior Notes due 2032. 5.1 Opinion ofFried, Frank, Harris, Shriver & Jacobson LLP . 23.1 Consent ofFried, Frank, Harris, Shriver & Jacobson LLP (See Exhibit 5.1). 99.1 Press Release relating to the closing of the offering of Senior Notes, datedAugust 3, 2021 , issued by the Company. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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