UNITEDHEALTH GROUP INCORPORATED (NYSE:UNH) Files An 8-K Other EventsItem 8.01. Other Events.
On October 18, 2017, UnitedHealth Group Incorporated (the “Company”) agreed to sell its (i)Floating Rate Notes due October15, 2020 in the aggregate principal amount of $300,000,000, (ii) 1.950% Notes due October15, 2020 in the aggregate principal amount of $900,000,000, (iii) 2.375% Notes due October15, 2022 in the aggregate principal amount of $900,000,000, (iv) 2.950% Notes due October15, 2027 in the aggregate principal amount of $950,000,000 and (v) 3.750% Notes due October15, 2047 in the aggregate principal amount of $950,000,000 (collectively, the “Notes”), to the Underwriting Agreement, dated October 18, 2017 (the “Underwriting Agreement”), and the Pricing Agreement, dated October 18, 2017 (the “Pricing Agreement”), both among the Company and U.S. Bancorp Investments, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule I to the Pricing Agreement.
The Notes were issued on October 25, 2017 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 October 25, 2017, 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 Company’s automatic shelf registration statement on Form S-3, File No.333-216150 (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, Exhibit 4.2, Exhibit 4.3, Exhibit 4.4 and Exhibit 4.5. The legal opinion with respect to the validity of the Notes is filed herewith as Exhibit 5.1.
Item 8.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit |
Description |
| 1.1 | Underwriting Agreement, dated October 18, 2017, among the Company and U.S. Bancorp Investments, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as Representatives of the several Underwriters |
| 1.2 | Pricing Agreement, dated October 18, 2017, among the Company and U.S. Bancorp Investments, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as Representatives of the several Underwriters |
| 4.1 | Officers’ Certificate and Company Order, dated October 25, 2017, relating to the Floating Rate Notes due October 15, 2020, to Sections 201, 301 and 303 of the Indenture dated as of February4, 2008 (including the form of Floating Rate Notes due October15, 2020) |
| 4.2 | Officers’ Certificate and Company Order, dated October 25, 2017, relating to the 1.950% Notes due October 15, 2020, to Sections 201, 301 and 303 of the Indenture dated as of February4, 2008 (including the form of 1.950% Notes due October15, 2020) |
| 4.3 | Officers’ Certificate and Company Order, dated October 25, 2017, relating to the 2.375% Notes due October 15, 2022, to Sections 201, 301 and 303 of the Indenture dated as of February4, 2008 (including the form of 2.375% Notes due October15, 2022) |
| 4.4 | Officers’ Certificate and Company Order, dated October 25, 2017, relating to the 2.950% Notes due October 15, 2027, to Sections 201, 301 and 303 of the Indenture dated as of February4, 2008 (including the form of 2.950% Notes due October15, 2027) |
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UNITEDHEALTH GROUP INC ExhibitEX-1.1 2 d482171dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 UnitedHealth Group Incorporated Debt Securities Underwriting Agreement October 18,…To view the full exhibit click here
About UNITEDHEALTH GROUP INCORPORATED (NYSE:UNH)
UnitedHealth Group Incorporated is a diversified healthcare company. The Company operates through four segments: UnitedHealthcare, OptumHealth, OptumInsight and OptumRx. The Company conducts its operations through two business platforms: health benefits operating under UnitedHealthcare and health services operating under Optum. UnitedHealthcare provides healthcare benefits to a range of customers and markets through its UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement, UnitedHealthcare Community & State, and UnitedHealthcare Global businesses. Optum is a health services business serving the healthcare marketplace, including payers, care providers, employers, governments, life sciences companies and consumers, through its OptumHealth, OptumInsight and OptumRx businesses.