UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 8.01. | Other Events. |
On May 17, 2022, UnitedHealth Group Incorporated (the “Company”) agreed to sell its (i) 3.700% Notes due May 15, 2027 in the aggregate principal amount of $600,000,000, (ii) 4.000% Notes due May 15, 2029 in the aggregate principal amount of $900,000,000, (iii) 4.200% Notes due May 15, 2032 in the aggregate principal amount of $1,500,000,000, (iv) 4.750% Notes due May 15, 2052 in the aggregate principal amount of $2,000,000,000 and (v) 4.950% Notes due May 15, 2062 in the aggregate principal amount of $1,000,000,000 (collectively, the “Notes”), pursuant to the Underwriting Agreement, dated May 17, 2022 (the “Underwriting Agreement”), and the Pricing Agreement, dated May 17, 2022 (the “Pricing Agreement”), both among the Company and BofA Securities, Inc., Barclays Capital Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters listed in Schedule I to the Pricing Agreement.
The Notes were issued on May 20, 2022 pursuant to the Indenture, dated as of February 4, 2008, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Indenture”), and the Officers’ Certificates and Company Orders, each dated May 20, 2022, 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. 333-236600 (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, 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.
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: May 20, 2022
| UNITEDHEALTH GROUP INCORPORATED | ||
| By: | /s/ Kuai H. Leong | |
| Name: | Kuai H. Leong | |
| Title: | Assistant Secretary | |