Item 1.01 Entry Into a Material Definitive Agreement.
Revolving Credit Agreements
On
Under the Revolving Credit Agreements, at our option, we can borrow on either a competitive advance basis or a revolving credit basis. The revolving credit portion bears interest at LIBOR or the base rate plus a spread. The competitive advance portion of any borrowings will bear interest at market rates prevailing at the time of borrowing on either a fixed rate or a floating rate based on LIBOR, at our option. The Company will pay an annual facility fee under each Credit Agreement regardless of utilization.
The Revolving Credit Agreements contain customary covenants, including a maximum
debt to capitalization financial condition covenant, as well as customary events
of default. The terms of the Revolving Credit Agreements also include standard
provisions related to conditions of borrowing, including customary
representations and warranties. In addition, the Revolving Credit Agreements
permit the incurrence up to
We have other relationships, including financial advisory and banking, with some parties to the Revolving Credit Agreements.
As of
The foregoing description of the Revolving Credit Agreements does not purport to be complete. For an understanding of the terms and provisions of the Amended and Restated Credit Agreement and the 364-Day Credit Agreement, reference should be made to the copies of those agreements attached as Exhibits 10.1 and 10.2, respectively, to this Form 8-K and incorporated by reference herein.
Delayed Draw Term Loan Credit Agreement
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Loans under the Term Loan Agreement bear interest at LIBOR or the base rate plus a spread. The Company will pay certain fees to the lenders in connection with the delayed draw commitments and funding of the loans under the Term Loan Agreement. The loans under the Term Loan Agreement will mature on the third anniversary of the funding date.
The Term Loan Agreement contains customary covenants, including a maximum debt to capitalization financial condition covenant, as well as customary events of default. The terms of the Term Loan Agreement also includes customary conditions of borrowing, including the closing of the Kindred at Home acquisition and certain "specified" representations and warranties.
We have other relationships, including financial advisory and banking, with some parties to the Term Loan Agreement.
The foregoing description of the Term Loan Agreement does not purport to be complete. For an understanding of the terms and provisions of the Term Loan Agreement, reference should be made to the copy of that agreement attached as Exhibit 10.3 to this Form 8-K and incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement.
The Amended and Restated Credit Agreement replaces the Previous Credit Agreement in its entirety.
Under the Previous Credit Agreement, at our option, we were able to borrow on either a competitive advance basis or a revolving credit basis. The revolving credit portion bore interest at LIBOR or the base rate plus a spread. The competitive advance portion of any borrowings bore interest at market rates prevailing at the time of borrowing on either a fixed rate or a floating rate based on LIBOR, at our option. We paid an annual facility fee regardless of utilization.
The Previous Credit Agreement contained customary covenants, including a maximum debt to capitalization financial condition covenant, as well as customary events of default. At the time of termination of the Previous Credit Agreement, we were in compliance with the financial condition covenant.
There were no borrowings or letters of credit outstanding under the Previous Credit Agreement at the time of its termination.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
The information described above under "Item 1.01. Entry into a Material Definitive Agreement" is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 10.1 Five-Year$2.5 Billion Amended and Restated Credit Agreement, dated as ofJune 4, 2021 , amongHumana Inc. , andJPMorgan Chase Bank, N.A . as Agent and as CAF Loan Agent,Bank of America, N.A . andGoldman Sachs Bank USA as Syndication Agents,Citibank, N.A .,PNC Bank, National Association ,U.S. Bank National Association andWells Fargo Securities, LLC , as Documentation Agents, andJPMorgan Chase Bank, N.A .,BofA Securities, Inc. ,Goldman Sachs Bank USA ,Citigroup Global Markets, Inc. , PNC Capital Markets LLC,U.S. Bank National Association andWells Fargo Securities, LLC , as Joint-Lead Arrangers and Joint Bookrunners.
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Exhibit No. Description 10.2 364-Day$1.5 Billion Revolving Credit Agreement, dated as ofJune 4, 2021 , amongHumana Inc. , andJPMorgan Chase Bank, N.A . as Agent and as CAF Loan Agent,Bank of America, N.A . andGoldman Sachs Bank USA as Syndication Agents,Citibank, N.A .,PNC Bank, National Association ,U.S. Bank National Association andWells Fargo Securities, LLC , as Documentation Agents, andJPMorgan Chase Bank, N.A .,BofA Securities, Inc. ,Goldman Sachs Bank USA ,Citigroup Global Markets, Inc. ,PNC Capital Markets LLC ,U.S. Bank National Association andWells Fargo Securities, LLC , as Joint-Lead Arrangers and Joint Bookrunners. 10.3$500 Million Delayed Draw Term Loan Credit Agreement, dated as ofMay 28, 2021 , amongHumana Inc. , andJPMorgan Chase Bank, N.A . as Agent,Bank of America, N.A . andGoldman Sachs Bank USA as Syndication Agents,Citibank, N.A .,PNC Capital Markets LLC ,Truist Bank ,U.S. Bank, National Association andWells Fargo Securities, LLC , as Documentation Agents, andGoldman Sachs Bank USA ,BofA Securities, Inc. ,JPMorgan Chase Bank, N.A .,Citibank, N.A .,PNC Capital Markets LLC ,Truist Securities, Inc. ,U.S. Bank National Association andWells Fargo Securities, LLC , as Joint-Lead Arrangers and Joint Bookrunners. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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