UNITEDHEALTH GROUP INCORPORATED (NASDAQ:UNH) Files An 8-K Other Events
Item8.01.
| Other Events. |
On December15, 2016, UnitedHealth Group Incorporated (the
Company) agreed to sell (i)its 3.450% Notes due January15, 2027
in the aggregate principal amount of $750,000,000 and (ii)its
4.200% Notes due January15, 2047 in the aggregate principal
amount of $750,000,000 (collectively, the Notes), to the
Underwriting Agreement, dated December15, 2016 (the Underwriting
Agreement), and the Pricing Agreement, dated December15, 2016
(the Pricing Agreement), both among the Company and Merrill
Lynch, Pierce, Fenner Smith Incorporated, Citigroup Global
Markets Inc. and J.P. Morgan Securities LLC, as representatives
of the several underwriters listed on Schedule I to the Pricing
Agreement.
The Notes were issued on December20, 2016 to the Indenture, dated
as of February4, 2008, between the Company and U.S. Bank National
Association, as trustee (the Indenture), and Officers
Certificates and Company Orders, each dated December20, 2016,
relating to each series of the Notes, in each case, to Sections
201, 301 and 303 of the Indenture.
The Notes have been registered under the Securities Act of 1933,
as amended, to the Companys automatic shelf registration
statement on Form S-3, File No.333-193958 (the Registration
Statement). The Company is filing this Current Report on Form 8-K
to file with the Securities and Exchange Commission certain
documents related to the issuance of the Notes that will be
incorporated by reference into the Registration Statement as
exhibits thereto.
The Underwriting Agreement is filed herewith as Exhibit 1.1. The
Pricing Agreement is filed herewith as Exhibit 1.2. The Officers
Certificates and Company Orders relating to the Notes, each
including the applicable form of Note, are filed herewith as
Exhibit4.1 and Exhibit 4.2. The legal opinion with respect to the
validity of the Notes is filed herewith as Exhibit 5.1.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit |
Description |
|
| 1.1 |
Underwriting Agreement, dated December 15, 2016, among the Company and Merrill Lynch, Pierce, Fenner Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as Representatives of the several Underwriters |
|
| 1.2 |
Pricing Agreement, dated December 15, 2016, among the Company and Merrill Lynch, Pierce, Fenner Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as Representatives of the several Underwriters |
|
| 4.1 |
Officers Certificate and Company Order, dated December 20, 2016, relating to the 3.450% Notes due January 15, 2027, to Sections 201, 301 and 303 of the Indenture dated as of February4, 2008 (including the form of 3.450% Notes due January 15, 2027) |
|
| 4.2 |
Officers Certificate and Company Order, dated December 20, 2016, relating to the 4.200% Notes due January 15, 2047, to Sections 201, 301 and 303 of the Indenture dated as of February4, 2008 (including the form of 4.200% Notes due January 15, 2047) |
|
| 5.1 |
Opinion of Hogan Lovells US LLP regarding the validity of the Notes |
|
| 23.1 |
Consent of Hogan Lovells US LLP (included as part of Exhibit5.1) |
2
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: December20, 2016
| UNITEDHEALTH GROUP INCORPORATED | ||||
| By: |
/s/ Richard J. Mattera |
|||
| Name: | Richard J. Mattera | |||
| Title: | Assistant Secretary |
3
EXHIBIT INDEX
|
Exhibit |
Description |
|
| 1.1 |
Underwriting Agreement, dated December 15, 2016, among the Company and Merrill Lynch, Pierce, Fenner Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as Representatives of the several Underwriters |
|
| 1.2 |
Pricing Agreement, dated December 15, 2016, among the Company and Merrill Lynch, Pierce, Fenner Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as Representatives of the several Underwriters |
|
| 4.1 |
Officers Certificate and Company Order, dated December 20, 2016, relating to the 3.450% Notes due January 15, 2027, to Sections 201, 301 and 303 of the Indenture dated as of February4, 2008 (including the form of 3.450% Notes due January 15, 2027) |
|
| 4.2 |
Officers Certificate and Company Order, dated December 20, 2016, relating to the 4.200% Notes due January 15, 2047, |
About UNITEDHEALTH GROUP INCORPORATED (NASDAQ:UNH)