UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 18, 2023, UnitedHealth Group Incorporated (the “Company”) and U.S. Bank Trust Company, National Association, as trustee, entered into a supplemental indenture (the “2038 Supplemental Indenture”) to the Company’s indenture, dated as of February 4, 2008 (the “2008 Base Indenture”), as supplemented by the officers’ certificate and company order (the “2038 Officers’ Certificate”) relating to the Company’s outstanding 6.875% Senior Notes due 2038 (the “2038 Notes”).
The 2038 Supplemental Indenture gives effect to the consents validly delivered and not validly revoked by holders representing $819,804,000 in aggregate principal amount (representing 74.53% of the aggregate principal amount) of the 2038 Notes, as set forth in the Company’s consent solicitation statement dated April 4, 2023 (the “Statement”). The 2038 Supplemental Indenture removes the liens covenant set forth in Section (A)12 of the 2038 Officers’ Certificate in order to align the terms of the 2038 Notes with the terms of the most recently issued series of senior notes under the 2008 Base Indenture.
The 2038 Supplemental Indenture became operative on April 18, 2023 following the payment by the Company of the cash consideration to the holders of the 2038 Notes who validly delivered consents in the manner described in the Statement.
The foregoing description of the 2038 Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the 2038 Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.1 and incorporated herein by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth in Item 1.01 is incorporated by reference into this Item 3.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 4.1 | Supplemental Indenture, dated as of April 18, 2023, between UnitedHealth Group Incorporated and U.S. Bank Trust Company, National Association, as trustee, relating to the 6.875% Senior Notes due 2038. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
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: April 24, 2023
| UNITEDHEALTH GROUP INCORPORATED | ||
| By: | /s/ Kuai H. Leong | |
| Name: | Kuai H. Leong | |
| Title: | Deputy Corporate Secretary | |