UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 8, 2017

 

 

UNITEDHEALTH GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-10864		41-1321939
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
UnitedHealth Group Center 9900 Bren Road East Minnetonka, Minnesota				55343
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (952) 936-1300

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 8.01.

Other Events.

On March 8, 2017, UnitedHealth Group Incorporated (the “Company”) agreed to sell (i) its 3.375% Notes due April 15, 2027 in the aggregate principal amount of $625,000,000 and (ii) its 4.250% Notes due April 15, 2047 in the aggregate principal amount of $725,000,000 (collectively, the “Notes”), pursuant to the Underwriting Agreement, dated March 8, 2017 (the “Underwriting Agreement”), and the Pricing Agreement, dated March 8, 2017 (the “Pricing Agreement”), both among the Company and J.P. Morgan Securities LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed on Schedule I to the Pricing Agreement.

The Notes were issued on March 13, 2017 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 March 13, 2017, 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 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 Exhibit 4.1 and Exhibit 4.2. 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

 

Exhibit		Description
1.1		Underwriting Agreement, dated March 8, 2017, among the Company and J.P. Morgan Securities LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as Representatives of the several Underwriters
1.2		Pricing Agreement, dated March 8, 2017, among the Company and J.P. Morgan Securities LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as Representatives of the several Underwriters
4.1		Officers’ Certificate and Company Order, dated March 13, 2017, relating to the 3.375% Notes due April 15, 2027, pursuant to Sections 201, 301 and 303 of the Indenture dated as of February 4, 2008 (including the form of 3.375% Notes due April 15, 2027)
4.2		Officers’ Certificate and Company Order, dated March 13, 2017, relating to the 4.250% Notes due April 15, 2047, pursuant to Sections 201, 301 and 303 of the Indenture dated as of February 4, 2008 (including the form of 4.250% Notes due April 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 Exhibit 5.1)

 

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Signatures

Pursuant 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: March 13, 2017

 

 

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EXHIBIT INDEX

 

Exhibit		Description
1.1		Underwriting Agreement, dated March 8, 2017, among the Company and J.P. Morgan Securities LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as Representatives of the several Underwriters
1.2		Pricing Agreement, dated March 8, 2017, among the Company and J.P. Morgan Securities LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as Representatives of the several Underwriters
4.1		Officers’ Certificate and Company Order, dated March 13, 2017, relating to the 3.375% Notes due April 15, 2027, pursuant to Sections 201, 301 and 303 of the Indenture dated as of February 4, 2008 (including the form of 3.375% Notes due April 15, 2027)
4.2		Officers’ Certificate and Company Order, dated March 13, 2017, relating to the 4.250% Notes due April 15, 2047, pursuant to Sections 201, 301 and 303 of the Indenture dated as of February 4, 2008 (including the form of 4.250% Notes due April 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 Exhibit 5.1)