On July 23, 2019, UnitedHealth Group Incorporated (the “Company”) agreed to sell its (i) 2.375% Notes due August 15, 2024 in the aggregate principal amount of $750,000,000, (ii) 2.875% Notes due August 15, 2029 in the aggregate principal amount of $1,000,000,000, (iii) 3.500% Notes due August 15, 2039in the aggregate principal amount of $1,250,000,000, (iv) 3.700% Notes due August 15, 2049in the aggregate principal amount of $1,250,000,000 and (v) 3.875% Notes due August 15, 2059 in the aggregate principal amount of $1,250,000,000 (collectively, the “Notes”), pursuant to the Underwriting Agreement, dated July 23, 2019 (the “Underwriting Agreement”), and the Pricing Agreement, dated July 23, 2019 (the “Pricing Agreement”), both among the Company and BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule I to the Pricing Agreement.
The Notes were issued on July 25, 2019 pursuant to the Indenture, dated as of February 4, 2008, between the Company and U.S. Bank National Association, as trustee (the “Indenture”), and Officers’ Certificates and Company Orders, each dated July 25, 2019, relating to each series of the Notes, in each case, pursuant to Sections 201, 301 and 303 of the Indenture.
The Notes have been registered under the Securities Act of 1933, as amended, pursuant to the Company’s automatic shelf registration statement on FormS-3, File No.333-216150 (the “Registration Statement”). The Company is filing this Current Report on Form8-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 Exhibit 4.1, 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 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit | | Description |
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| 1.1 | | Underwriting Agreement, dated July 23, 2019, among the Company and BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as Representatives of the several Underwriters |
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| 1.2 | | Pricing Agreement, dated July 23, 2019, among the Company and BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as Representatives of the several Underwriters |
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| 4.1 | | Officers’ Certificate and Company Order, dated July 25, 2019, relating to the 2.375% Notes due August 15, 2024, pursuant to Sections 201, 301 and 303 of the Indenture dated as of February 4, 2008 (including the form of 2.375% Notes due August 15, 2024) |
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| 4.2 | | Officers’ Certificate and Company Order, dated July 25, 2019, relating to the 2.875% Notes due August 15, 2029, pursuant to Sections 201, 301 and 303 of the Indenture dated as of February 4, 2008 (including the form of 2.875% Notes due August 15, 2029) |
