Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
08 November 2022 - 12:02PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration Statement No. 333-254041
HUMANA INC.
5.750% Senior Notes due 2028
5.875% Senior Notes due 2033
November 7, 2022
Pricing Term Sheet
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|
|
| Issuer: |
|
Humana Inc. |
| Ratings*: |
|
Baa3 (Moody’s)/BBB+ (S&P)/BBB (Fitch) |
| Trade Date: |
|
November 7, 2022 |
| Settlement Date: |
|
(T+10)1 November 22,
2022 |
| Active Bookrunners: |
|
BofA Securities, Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
PNC Capital Markets LLC
|
| Passive Bookrunners: |
|
Barclays Capital Inc.
Citigroup Global Markets Inc.
Morgan Stanley & Co. LLC
Wells Fargo Securities, LLC |
| Co-Managers: |
|
Truist Securities, Inc.
U.S. Bancorp Investments, Inc.
Academy Securities, Inc.
BNY Mellon Capital Markets, LLC
Fifth Third Securities, Inc.
KeyBanc Capital Markets Inc.
Mizuho Securities USA LLC
R. Seelaus & Co., LLC
Regions Securities LLC
Scotia Capital (USA) Inc.
SMBC Nikko Securities America, Inc.
TD Securities (USA) LLC
UMB Financial Services, Inc.
|
2028 Notes
|
|
|
| Security Description: |
|
Senior Notes due 2028 |
| Aggregate Principal Amount: |
|
$500,000,000 |
| Coupon: |
|
5.750% |
| Maturity Date: |
|
March 1, 2028 |
| Price to Public: |
|
99.705% |
| Benchmark Treasury: |
|
4.125% UST due October 31, 2027 |
| Benchmark Treasury Price / Yield: |
|
98-26
3⁄4 / 4.388% |
| Spread to Benchmark Treasury: |
|
+143 bps |
| Yield to Maturity: |
|
5.818% |
| Interest Payment Dates: |
|
March 1 and September 1, commencing
March 1, 2023 |
| 1 |
Under Rule 15c6-1 of 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. Accordingly, purchasers who wish
to trade the notes on any date prior to two business days before
delivery will be required, by virtue of the fact that the notes
initially will settle in ten business days (T+10), to specify
alternative settlement arrangements at the time of any such trade
to prevent a failed settlement.
|
|
|
|
| Optional Redemption: |
|
Make-whole call at T+25 bps plus accrued and
unpaid interest |
| Par Call: |
|
On or after February 1, 2028 |
| CUSIP/ISIN: |
|
444859 BU5 / US444859BU54 |
2033 Notes
|
|
|
| Security Description: |
|
Senior Notes due 2033 |
| Aggregate Principal Amount: |
|
$750,000,000 |
| Coupon: |
|
5.875% |
| Maturity Date: |
|
March 1, 2033 |
| Price to Public: |
|
99.508% |
| Benchmark Treasury: |
|
2.750% UST due August 15, 2032 |
| Benchmark Treasury Price / Yield: |
|
88-12+ /
4.211% |
| Spread to Benchmark Treasury: |
|
+173 bps |
| Yield to Maturity: |
|
5.941% |
| Interest Payment Dates: |
|
March 1 and September 1, commencing
March 1, 2023 |
| Optional Redemption: |
|
Make-whole call at T+30 bps plus accrued and
unpaid interest |
| Par Call: |
|
On or after December 1, 2032 |
| CUSIP/ISIN: |
|
444859 BV3 / US444859BV38 |
| * |
Note: A securities rating is not a recommendation
to buy, sell or hold securities and may be subject to revision or
withdrawal at any time.
|
The issuer has filed a registration statement (including a
prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the
prospectus in that registration statement, the preliminary
prospectus supplement thereto relating to the Senior Notes and
other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these
documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, the issuer, any underwriter or any
dealer participating in the offering will arrange to send you the
prospectus and the preliminary prospectus supplement thereto
relating to the Senior Notes if you request it by calling BofA
Securities, Inc. toll-free at 1-800-294-1322, Goldman
Sachs & Co. LLC toll-free at 1-866-471-2526, J.P.
Morgan Securities LLC collect at 212-834-4533, or PNC Capital
Markets LLC toll-free at 1-855-881-0697.
Any disclaimer or other notice that may appear below is not
applicable to this communication and should be disregarded. Such
disclaimer or notice was automatically generated as a result of
this communication being sent by Bloomberg or another email
system.
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