Pricing Agreement – Securities Issued and Sold Pursuant to Underwriting Agreement – UnitedHealth Group Inc.
Pricing Agreement
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
50 Rockefeller Plaza
NY1-050-12-1
New York, New York 10020
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Credit Suisse Securities (USA) LLC
One Madison Avenue
New York, New York 10010
As Representatives of the several Underwriters
named in Schedule I to the applicable Pricing Agreement
March 5, 2012
Ladies and Gentlemen:
UnitedHealth Group Incorporated, a Minnesota corporation (the “Company”),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated March 5, 2012 (the “Underwriting Agreement”),
between the Company on the one hand and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc. and
Credit Suisse Securities (USA) LLC, on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the “Underwriters”) the Securities
specified in Schedule II hereto (the “Designated Securities”). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 3 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement.
Unless otherwise defined herein, terms defined in the Underwriting Agreement are
used herein as therein defined. The Representatives designated to act on behalf
of the Representatives and on behalf of each of the Underwriters of the
Designated Securities pursuant to Section 15 of the Underwriting Agreement and
the address of the Representatives referred to in such Section 15 are set forth
at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
At 4:05 p.m. (Eastern Time) on March 5, 2012 (the “Time of Sale“), the
Company had prepared the following information (collectively, the “Time of
Sale Information“): the Preliminary Prospectus dated March 5, 2012
(including the Base Prospectus dated February 14, 2011), and the “free-writing
prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on
Schedule III hereto, including a final term sheet in the form set forth in
Schedule IV.
Subject to the terms and conditions set forth herein and in the Underwriting
Agreement incorporated herein by reference, the Company agrees to issue and sell
to each of the Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company, at the time and place and at the
purchase price to the Underwriters set forth in Schedule II hereto, the
principal amount of Designated Securities set forth opposite the name of such
Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us five counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
[Signature Page to Follow]
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Very truly yours, UNITEDHEALTH GROUP INCORPORATED |
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By: |
/s/ Paul Runice |
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Name: |
Paul Runice |
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Title: |
Assistant Treasurer |
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[Signature Page to Pricing Agreement]
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MERRILL LYNCH, PIERCE, FENNER & SMITH MERRILL LYNCINCORPORATED |
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BARCLAYS CAPITAL INC. |
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CITIGROUP GLOBAL MARKETS INC. |
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CREDIT SUISSE SECURITIES (USA) LLC |
Acting on behalf of themselves and the several Underwriters named in Schedule
I to the applicable Pricing Agreement
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By: |
Merrill Lynch, Pierce, Fenner & Smith Merrill LyncIncorporated |
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By: |
/s/ Douglas A. Muller |
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Douglas A. Muller Managing Director |
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[Signature Page to Pricing Agreement]
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By: |
Barclays Capital Inc. |
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By: |
/s/ Pamela Kendall |
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Pamela Kendall Director |
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[Signature Page to Pricing Agreement]
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By: |
Citigroup Global Markets Inc. |
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By: |
/s/ Brian D. Bednarski |
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Brian D. Bednarski Managing Director |
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[Signature Page to Pricing Agreement]
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By: |
Credit Suisse Securities (USA) LLC |
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By: |
/s/ Christopher Murphy |
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Christopher Murphy Director |
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[Signature Page to Pricing Agreement]
SCHEDULE I
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Underwriter |
Principal Amount of |
Principal Amount of |
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Merrill Lynch, Pierce, Fenner & Smith Incorporated |
$ |
120,000,000 |
$ |
80,000,000 |
||||
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Barclays Capital Inc. |
$ |
120,000,000 |
$ |
80,000,000 |
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Citigroup Global Markets Inc. |
$ |
120,000,000 |
$ |
80,000,000 |
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Credit Suisse Securities (USA) LLC |
$ |
120,000,000 |
$ |
80,000,000 |
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BNY Mellon Capital Markets, LLC |
$ |
12,000,000 |
$ |
8,000,000 |
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Deutsche Bank Securities Inc. |
$ |
12,000,000 |
$ |
8,000,000 |
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Goldman, Sachs & Co. |
$ |
12,000,000 |
$ |
8,000,000 |
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J.P. Morgan Securities LLC |
$ |
12,000,000 |
$ |
8,000,000 |
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KeyBanc Capital Markets Inc. |
$ |
12,000,000 |
$ |
8,000,000 |
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Morgan Stanley & Co. LLC |
$ |
12,000,000 |
$ |
8,000,000 |
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RBS Securities Inc. |
$ |
12,000,000 |
$ |
8,000,000 |
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UBS Securities LLC |
$ |
12,000,000 |
$ |
8,000,000 |
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U.S. Bancorp Investments, Inc. |
$ |
12,000,000 |
$ |
8,000,000 |
||||
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Wells Fargo Securities, LLC |
$ |
12,000,000 |
$ |
8,000,000 |
||||
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Total |
$ |
600,000,000 |
$ |
400,000,000 |
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SCHEDULE II
Title of Designated Securities:
2.875% Notes Due March 15, 2022 (the “2022 Notes”)
4.375% Notes Due March 15, 2042 (the “2042 Notes”)
Aggregate principal amount:
$600,000,000 for the 2022 Notes
$400,000,000 for the 2042 Notes
Price to Public:
2022 Notes: 99.310% of the principal amount of the 2022 Notes, plus accrued
interest, if any, from March 8, 2012.
2042 Notes: 99.833% of the principal amount of the 2042 Notes, plus accrued
interest, if any, from March 8, 2012.
Purchase Price by Underwriters:
2022 Notes: 98.860% of the principal amount of the 2022 Notes, plus accrued
interest, if any, from March 8, 2012, if settlement occurs after that date.
2042 Notes: 98.958% of the principal amount of the 2042 Notes, plus accrued
interest, if any, from March 8, 2012, if settlement occurs after that date.
Form of Designated Securities:
Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company (“DTC”) or its designated custodian, to be
made available for checking by the Representatives at least twenty-four hours
prior to the Time of Delivery at the office of DTC.
Specified funds for payment of purchase price:
Federal (same-day) funds
Time of Delivery:
10:30 a.m. (New York City time), March 8, 2012
Indenture:
Indenture, dated as of February 4, 2008, between the Company and U.S. Bank
National Association, as Trustee.
5
Maturity:
2022 Notes: March 15, 2022
2042 Notes: March 15, 2042
Interest Rate:
2022 Notes: 2.875%
2042 Notes: 4.375%
Interest Payment Dates:
2022 Notes: March 15 and September 15, commencing September 15, 2012.
2042 Notes: March 15 and September 15, commencing September 15, 2012.
Redemption Provisions:
The 2022 Notes and the 2042 Notes are redeemable by the Company, in whole or
in part and at any time on not less than 30 nor more than 60 days153 notice by
mail, at the redemption prices described in the Prospectus.
Change of Control:
Upon the occurrence of a change of control triggering event, the Company will
be required to offer to purchase from noteholders all of their notes at a price
equal to 101% of their principal amount, together with accrued and unpaid
interest, if any, to the date of purchase.
Sinking Fund Provisions:
No sinking fund provisions.
Defeasance Provisions:
Defeasance provisions set forth in Article IX of the Indenture shall apply to
the Designated Securities.
Closing Date, Time and Location:
March 8, 2012, at 9:00 a.m., New York City time, at the offices of Simpson
Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017.
Names and Addresses of Representatives:
As to the 2022 Notes and the 2042 Notes (and designated to act on behalf of
the other Underwriters or other Representatives):
Merrill Lynch, Pierce, Fenner & Smith Incorporated
50 Rockefeller Plaza
NY1-050-12-1
New York, New York 10020
Attn: High Grade Legal/Transaction Management
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Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Credit Suisse Securities (USA) LLC
One Madison Avenue
New York, New York 10010
Attn: Prospectus Department
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SCHEDULE III
List of each Issuer Free Writing Prospectus to be included in the
Time of Sale Information:
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Final term sheet, dated March 5, 2012, relating to the 2022 Notes and the |
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Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-172235
March 5, 2012
SCHEDULE IV
UNITEDHEALTH GROUP INCORPORATED
$600,000,000 2.875% NOTES DUE MARCH 15, 2022
$400,000,000 4.375% NOTES DUE MARCH 15, 2042
FINAL TERM SHEET
Dated March 5, 2012
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Issuer: |
UnitedHealth Group Incorporated |
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Ratings*: |
[Intentionally omitted] |
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Note Type: |
SEC Registered (No. 333-172235) |
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Trade Date: |
March 5, 2012 |
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Settlement Date (T+ 3): |
March 8, 2012 |
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Title of Securities: |
2.875% Notes Due March 15, 2022 (“2022 Notes”) 4.375% Notes Due March 15, 2042 (“2042 Notes”) |
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Maturity Date: |
March 15, 2022 (2022 Notes) March 15, 2042 (2042 Notes) |
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Principal Amount Offered: |
$600,000,000 (2022 Notes) $400,000,000 (2042 Notes) |
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Price to Public (Issue Price): |
99.310% (2022 Notes) 99.833% (2042 Notes) |
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Interest Rate: |
2.875% (2022 Notes) 4.375% (2042 Notes) |
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Interest Payment Dates: |
March 15 and September 15, commencing September 15, 2012 |
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Benchmark: |
2.000% due 02/15/2022 (2022 Notes) 3.125% due 11/15/2041 (2042 Notes) |
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Benchmark Yield: |
2.005% (2022 Notes) 3.135% (2042 Notes) |
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Spread to Benchmark: |
95 basis points (2022 Notes) 125 basis points (2042 Notes) |
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9
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Re-offer Yield: |
2.955% (2022 Notes) 4.385% (2042 Notes) |
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Optional Redemption Provisions: |
Prior to December 15, 2021, make-whole call at any time at a discount rate of Prior to September 15, 2041, make-whole call at any time at a discount rate |
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Change of Control: |
If a change of control triggering event occurs, the Issuer will be required |
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CUSIP: |
91324PBV3 (2022 Notes) 91324PBW1 (2042 Notes) |
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ISIN: |
US91324PBV31 (2022 Notes) US91324PBW14 (2042 Notes) |
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Joint Book-Runners: |
Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC |
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Co-Managers: |
BNY Mellon Capital Markets, LLC Deutsche Bank Securities Inc. Goldman, Sachs & Co. J.P. Morgan Securities LLC KeyBanc Capital Markets Inc. Morgan Stanley & Co. LLC RBS Securities Inc. UBS Securities LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC |
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* |
Note: A securities rating is not a recommendation to buy, sell or hold |
The issuer has filed a registration statement (including a
prospectus) with the SEC for the offering to which this communication relates.
Before you invest, you should read the prospectus in that registration statement
and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for
free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the
issuer, any underwriter or any dealer participating in the offering will arrange
to send you the prospectus if you request it by
10
calling Merrill Lynch, Pierce, Fenner & Smith Incorporated at
1-800-294-1322, Barclays Capital Inc. at 1-888-603-5847, Citigroup Global
Markets Inc. at 1-877-858-5407 or Credit Suisse Securities (USA) LLC at
1-800-221-1037.
Any disclaimer or other notice that may appear below is not
applicable to this communication and should be disregarded. Such disclaimer or
notice was automatically generated as a result of this communication being sent
by Bloomberg or another email system.
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