UnitedHealth Group Incorporated filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$UNH
Medical Specialities
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 23, 2024
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Registrant’s telephone number, including area code: (952 ) 936-1300
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Item 8.01. Other Events.
On July 23, 2024, UnitedHealth Group Incorporated (the “Company”) agreed to sell its (i) Floating Rate Notes due July 15, 2026 in the aggregate principal amount of $500,000,000, (ii) 4.750% Notes due July 15, 2026 in the aggregate principal amount of $650,000,000, (iii) 4.800% Notes due January 15, 2030 in the aggregate principal amount of $1,250,000,000, (iv) 4.950% Notes due January 15, 2032 in the aggregate principal amount of $1,500,000,000, (v) 5.150% Notes due July 15, 2034 in the aggregate principal amount of $2,000,000,000, (vi) 5.500% Notes due July 15, 2044 in the aggregate principal amount of $1,500,000,000, (vii) 5.625% Notes due July 15, 2054 in the aggregate principal amount of $2,750,000,000 and (viii) 5.750% Notes due July 15, 2064 in the aggregate principal amount of $1,850,000,000 (collectively, the “Notes”), pursuant to the Underwriting Agreement, dated July 23, 2024 (the “Underwriting Agreement”), and the Pricing Agreement, dated July 23, 2024 (the “Pricing Agreement”), both among the Company and Wells Fargo Securities, LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, PNC Capital Markets 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 July 25, 2024 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 July 25, 2024, 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. 333-270279 (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, Exhibit 4.5, Exhibit 4.6, Exhibit 4.7 and Exhibit 4.8. 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 | |||||||
| 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: July 25, 2024
UNITEDHEALTH GROUP INCORPORATED | ||||||||||||||
| By: | /s/ Kuai H. Leong | |||||||||||||
| Name: Kuai H. Leong | ||||||||||||||
| Title: Senior Deputy General Counsel and Deputy Corporate Secretary | ||||||||||||||