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 27, 2023, UnitedHealth Group Incorporated (the “Company”) and Wilmington Trust Company, as successor trustee, entered into an amendment and restatement (the “1998 A&R Indenture”) of the Company’s indenture, dated as of November 15, 1998 (as amended on November 6, 2000, the “1998 Base Indenture”), which governs the Company’s outstanding 5.800% Senior Notes due 2036, 6.500% Senior Notes due 2037 and 6.625% Senior Notes due 2037 (collectively, the “1998 Notes”) (the 1998 Base Indenture, as supplemented by each of the officers’ certificates and company orders relating to the 1998 Notes, the “1998 Indenture”).
The 1998 A&R Indenture gives effect to the consents validly delivered and not validly revoked by holders representing $1,360,315,000 in aggregate principal amount (representing 68.02% of the aggregate principal amount) of the 1998 Notes, voting together as one class, as set forth in the Company’s consent solicitation statement dated April 4, 2023 (as amended, modified and/or supplemented from time to time, the “Statement”). The 1998 A&R Indenture aligns the provisions, covenants and related definitions contained in the 1998 Indenture with the corresponding provisions, covenants and definitions applicable to the most recently issued series of senior notes (such series, issued on March 28, 2023, the “Newly Issued Notes”) under the Company’s indenture, dated as of February 4, 2008 (the “2008 Base Indenture”). Among other modifications, the amendments contained in the 1998 A&R Indenture (i) shorten the redemption notice period from at least 30 days but not more than 60 days to at least 10 days but not more than 60 days; (ii) modify Sections 504 (Commission Reports), 505 (Compliance Certificate) and 701 (Events of Default) to match the corresponding provisions in the 2008 Base Indenture; (iii) remove Sections 506 (Taxes), 507 (Stay, Extension and Usury Laws) and 509 (Limitation on Liens); and (iv) add a new Section 508 (Repurchase of Securities Upon a Change of Control Triggering Event).
The 1998 A&R Indenture became operative on April 28, 2023 following the payment by the Company of the cash consideration to the holders of the 1998 Notes who validly delivered consents in the manner described in the Statement.
The foregoing description of the 1998 A&R Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the 1998 A&R 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 | Amended and Restated Indenture, dated as of April 27, 2023, between UnitedHealth Group Incorporated and Wilmington Trust Company, as successor trustee. | |
| 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 28, 2023
| UNITEDHEALTH GROUP INCORPORATED | ||
| By: | /s/ Kuai H. Leong | |
| Name: | Kuai H. Leong | |
| Title: | Deputy Corporate Secretary | |