UNITEDHEALTH GROUP INCORPORATED (NASDAQ:UNH) Files An 8-K Regulation FD Disclosure

0

UNITEDHEALTH GROUP INCORPORATED (NASDAQ:UNH) Files An 8-K Regulation FD Disclosure

Item7.01. Regulation FD Disclosure.

On January7, 2017, UnitedHealth Group Incorporated, a Delaware
corporation (UnitedHealth Group), entered into an Agreement and
Plan of Reorganization (the Agreement) with Surgical Care
Affiliates, Inc., a Delaware corporation (SCA), and UnitedHealth
Groups wholly owned subsidiaries Spartan Merger Sub 1, Inc., a
Delaware corporation, and Spartan Merger Sub 2, LLC, a Delaware
limited liability company. On January9, 2017, UnitedHealth Group
and SCA issued a joint press release announcing entry into the
Agreement. A copy of the joint press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item7.01, including the exhibit attached
hereto, shall not be deemed filed for purposes of Section18 of
the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any UnitedHealth Group filing under
the Securities Act of 1933 or the Securities Exchange Act of
1934, except as shall be expressly set forth by specific
reference in such filing.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit


Description

99.1 Joint Press Release issued by UnitedHealth Group Incorporated
and Surgical Care Affiliates, Inc. dated January9, 2017

Additional Information and Where to Find
It

This communication relates to a pending business combination
transaction between UnitedHealth Group and SCA. The exchange
offer referenced in this communication has not yet commenced.
This communication is for informational purposes only and is
neither an offer to sell or exchange, nor a solicitation of an
offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale
or exchange would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.

UnitedHealth Group intends to file a registration statement on
Form S-4 related to the transaction with the SEC and may file
amendments thereto. UnitedHealth Group and a wholly-owned
subsidiary of UnitedHealth Group intend to file a tender offer
statement on Schedule TO (including a prospectus/offer to
exchange, a related letter of transmittal and other exchange
offer documents) related to the transaction with the SEC and may
file amendments thereto. SCA intends to file a
solicitation/recommendation statement on Schedule 14D-9 with the
SEC and may file amendments thereto. SCA and UnitedHealth Group
may also file other documents with the SEC regarding the
transaction. This communication is not a substitute for any
registration statement, Schedule TO, Schedule 14D-9 or any other
document which SCA or UnitedHealth Group may file with the SEC in
connection with the transaction. Investors and security holders
are urged to read the registration statement, the Schedule TO
(including the prospectus/offer to exchange, related letter of
transmittal and other exchange offer documents), the
solicitation/recommendation statement on Schedule 14D-9 and the
other relevant materials with respect to the transaction
carefully and in their entirety when they become available before
making any decision regarding exchanging their shares, because
they will contain important information about the transaction.
The prospectus/offer to exchange, the related letter of
transmittal and certain other exchange offer documents, as well
as the solicitation/recommendation statement, will be made
available to all holders of SCAs stock at no expense to them. The
exchange offer materials and the solicitation/recommendation
statement will be made available for free at the SECs website at
www.sec.gov. Additional copies of the exchange offer materials
and the solicitation/recommendation statement may be obtained for
free by contacting UnitedHealth Groups Investor Relations
department at (800)328-5979. Additional copies of the
solicitation/recommendation statement may be obtained for free by
contacting SCAs Investor Relations department at (800)768-0094.

In addition to the SEC filings made in connection with the
transaction, each of UnitedHealth Group and SCA files annual,
quarterly and current reports and other information with the SEC.
You may read and copy any reports or other such filed information
at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. UnitedHealth
Groups and SCAs filings with the SEC are also available to the
public from commercial document-retrieval services and at the
website maintained by the SEC at http://www.sec.gov.