Item 1.01 Entry into a Material Definitive Agreement.
On January 11, 2022, Humana Inc. ("Humana") entered into separate accelerated
stock repurchase agreements (each, an "ASR Agreement") with each of Mizuho
Markets Americas LLC ("Mizuho") and Wells Fargo Bank, National Association
("Wells Fargo" and, together with Mizuho, the "Dealers") to repurchase an
aggregate of $1.0 billion of Humana's common stock as part of the $3.0 billion
share repurchase program that Humana announced on February 18, 2021.
Under the ASR Agreements, Humana will make payments in an aggregate amount of
$1.0 billion to the Dealers and will receive initial deliveries of an aggregate
amount of 2,170,248 shares of Humana common stock from the Dealers. The specific
number of shares that Humana ultimately will repurchase pursuant to the ASR
Agreements will be based generally on the daily volume-weighted average share
price of Humana common stock over the term of the ASR Agreements, less a
discount and subject to adjustments pursuant to the terms and conditions of the
ASR Agreements. Final settlement under the ASR Agreements is expected to occur
in the first quarter of 2022. The ASR Agreements contain provisions customary
for agreements of this type, including provisions for adjustments to the
transaction terms upon certain specified events, the circumstances generally
under which final settlement of the ASR Agreements may be accelerated or
extended or the ASR Agreements may be terminated early by the Dealers or Humana,
and various acknowledgements and representations made by the parties to each
other. At final settlement, under certain circumstances, Humana may be entitled
to receive additional shares of Humana common stock from the Dealers, or Humana
may be required to make a cash payment or, if Humana elects, deliver shares of
Humana common stock to the Dealers. All of the shares of Humana common stock
delivered to Humana under the ASR Agreements will be held in treasury or
retired.
The foregoing description of the ASR Agreements is qualified in its entirety by
reference to the ASR Agreements, copies of which are attached as Exhibits 10.1
and 10.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
10.1 Master Confirmation between Humana Inc. and Mizuho Markets Americas
LLC dated as of January 11, 2022.
10.2 Master Confirmation between Humana Inc. and Wells Fargo Bank,
National Association dated as of January 11, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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