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 5, 2012
UNITEDHEALTH GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
| Minnesota | 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 14-d(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)) |
Item 8.01. Other Events.
On March 5, 2012, UnitedHealth Group Incorporated (the “Company”) agreed to sell (i) $600,000,000 aggregate principal amount of its 2.875% Notes due March 15, 2022 (the “2022 Notes”) and (ii) $400,000,000 aggregate principal amount of its 4.375% Notes due March 15, 2042 (the “2042 Notes” and, collectively with the 2022 Notes, the “Notes”), pursuant to the Underwriting Agreement, dated March 5, 2012 (“Underwriting Agreement”), and the Pricing Agreement, dated March 5, 2012 (“Pricing Agreement”), both among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters listed on Schedule I of the Pricing Agreement.
The Notes were issued pursuant to that certain Indenture, dated as of February 4, 2008, between the Company and U.S. Bank National Association, as trustee (the “Indenture”), and (i) the Officers’ Certificate and Company Order, dated March 8, 2012, relating to the 2022 Notes, and (ii) the Officers’ Certificate and Company Order, dated March 8, 2012, relating to the 2042 Notes, in each case, pursuant to Sections 201, 301 and 303 of the Indenture.
The Notes were issued on March 8, 2012, and have been registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3, File No. 333-172235. The Company is filing this Current Report on Form 8-K to file with the Securities and Exchange Commission certain items related to the issuance of the Notes that are to be incorporated by reference into the above referenced registration statement.
The Underwriting Agreement is attached hereto as Exhibit 1.1. The Pricing Agreement is attached hereto as Exhibit 1.2. The Officers’ Certificates and Company Orders relating to the 2022 Notes and 2042 Notes, each including the respective form of Note, are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description | |||
| 1.1 | Underwriting Agreement, dated March 5, 2012, among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as Representatives of the several Underwriters | |||
| 1.2 | Pricing Agreement, dated March 5, 2012, among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as Representatives of the several Underwriters | |||
| 4.1 | Officers’ Certificate and Company Order, dated March 8, 2012, for the 2.875% Notes due March 15, 2022, pursuant to Sections 201, 301 and 303 of the Indenture, dated as of February 4, 2008 (including the form of 2.875% Notes due March 15, 2022) | |||
| 4.2 | Officers’ Certificate and Company Order, dated March 8, 2012, for the 4.375% Notes due March 15, 2042, pursuant to Sections 201, 301 and 303 of the Indenture, dated as of February 4, 2008 (including the form of 4.375% Notes due March 15, 2042) | |||
| 5.1 | Opinion of Kuai H. Leong, Senior Deputy General Counsel of UnitedHealth Group Incorporated | |||
| 5.2 | Opinion of Hogan Lovells US LLP | |||
| 23.1 | Consent of Kuai H. Leong, Senior Deputy General Counsel of UnitedHealth Group Incorporated (included as part of Exhibit 5.1) | |||
| 23.2 | Consent of Hogan Lovells US LLP (included as part of Exhibit 5.2) | |||
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.
| UNITEDHEALTH GROUP INCORPORATED | ||||||
| Date: March 8, 2012 | By: | /s/ Christopher J. Walsh | ||||
| Name: | Christopher J. Walsh | |||||
| Its: | Executive Vice President and General Counsel | |||||
EXHIBIT INDEX
| Exhibit |
Description | |||
| 1.1 | Underwriting Agreement, dated March 5, 2012, among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as Representatives of the several Underwriters | |||
| 1.2 | Pricing Agreement, dated March 5, 2012, among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as Representatives of the several Underwriters | |||
| 4.1 | Officers’ Certificate and Company Order, dated March 8, 2012, for the 2.875% Notes due March 15, 2022, pursuant to Sections 201, 301 and 303 of the Indenture, dated as of February 4, 2008 (including the form of 2.875% Notes due March 15, 2022) | |||
| 4.2 | Officers’ Certificate and Company Order, dated March 8, 2012, for the 4.375% Notes due March 15, 2042, pursuant to Sections 201, 301 and 303 of the Indenture, dated as of February 4, 2008 (including the form of 4.375% Notes due March 15, 2042) | |||
| 5.1 | Opinion of Kuai H. Leong, Senior Deputy General Counsel of UnitedHealth Group Incorporated | |||
| 5.2 | Opinion of Hogan Lovells US LLP | |||
| 23.1 | Consent of Kuai H. Leong, Senior Deputy General Counsel of UnitedHealth Group Incorporated (included as part of Exhibit 5.1) | |||
| 23.2 | Consent of Hogan Lovells US LLP (included as part of Exhibit 5.2) | |||