Pricing Agreement
Exhibit 1.2
December 15, 2016
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxx Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
X.X. Xxxxxx Securities LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
As Representatives of the several Underwriters
named in Schedule I hereto
Ladies and Gentlemen:
UnitedHealth Group Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein (the “Pricing Agreement”) and in the underwriting agreement, dated December 15, 2016 (the “Agreement”), between the Company on the one hand and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc. and X.X. Xxxxxx Securities LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule I hereto (the “Underwriters”), on the other hand, to issue and sell to the Underwriters the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing 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 Agreement shall be deemed to be a representation or warranty as of the date of the 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 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 Agreement and the addresses 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 or prior to 3:55 p.m. (Eastern Time) on December 15, 2016 (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus dated December 15, 2016 (including the Base Prospectus dated July 1, 2015) 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 hereto.
Subject to the terms and conditions set forth herein and in the 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 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 or power of attorney, the form or forms of which shall be submitted to the Company for examination upon request.
2
| Very truly yours, | ||
| UNITEDHEALTH GROUP INCORPORATED | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Senior Vice President and Treasurer | ||
[Signature Page to Pricing Agreement]
| By: | XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX | |
| INCORPORATED | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Managing Director | ||
| By: | CITIGROUP GLOBAL MARKETS INC. | |
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: Xxxxx X. Xxxxxxxxx | ||
| Title: Managing Director | ||
| By: | X.X. XXXXXX SECURITIES LLC | |
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Vice President | ||
| As Representatives of the several Underwriters | ||
| named in Schedule I hereto | ||
[Signature Page to Pricing Agreement]
SCHEDULE I
| Underwriter |
Principal Amount of 2027 Notes |
Principal Amount of 2047 Notes |
||||||
| Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated |
$ | 165,000,000 | $ | 165,000,000 | ||||
| Citigroup Global Markets Inc. |
165,000,000 | 165,000,000 | ||||||
| X.X. Xxxxxx Securities LLC |
165,000,000 | 165,000,000 | ||||||
| Academy Securities, Inc. |
12,750,000 | 12,750,000 | ||||||
| Barclays Capital Inc. |
12,750,000 | 12,750,000 | ||||||
| BB&T Capital Markets, a division of BB&T Securities, LLC |
12,750,000 | 12,750,000 | ||||||
| BMO Capital Markets Corp. |
12,750,000 | 12,750,000 | ||||||
| BNY Mellon Capital Markets, LLC |
12,750,000 | 12,750,000 | ||||||
| Credit Suisse Securities (USA) LLC |
12,750,000 | 12,750,000 | ||||||
| Deutsche Bank Securities Inc. |
12,750,000 | 12,750,000 | ||||||
| Fifth Third Securities, Inc. |
12,750,000 | 12,750,000 | ||||||
| Xxxxxxx, Xxxxx & Co. |
12,750,000 | 12,750,000 | ||||||
| KeyBanc Capital Markets Inc. |
12,750,000 | 12,750,000 | ||||||
| Loop Capital Markets LLC |
12,750,000 | 12,750,000 | ||||||
| Mizuho Securities USA Inc. |
12,750,000 | 12,750,000 | ||||||
| Xxxxxx Xxxxxxx & Co. LLC |
12,750,000 | 12,750,000 | ||||||
| PNC Capital Markets LLC |
12,750,000 | 12,750,000 | ||||||
| RBC Capital Markets, LLC |
12,750,000 | 12,750,000 | ||||||
| Regions Securities LLC |
12,750,000 | 12,750,000 | ||||||
| SunTrust Xxxxxxxx Xxxxxxxx, Inc. |
12,750,000 | 12,750,000 | ||||||
| The Huntington Investment Company |
12,750,000 | 12,750,000 | ||||||
| U.S. Bancorp Investments, Inc. |
12,750,000 | 12,750,000 | ||||||
| Xxxxx Fargo Securities, LLC |
12,750,000 | 12,750,000 | ||||||
|
|
|
|
|
|||||
| Total |
$ | 750,000,000 | $ | 750,000,000 | ||||
SCHEDULE II
Title of Designated Securities:
3.450% Notes Due January 15, 2027 (the “2027 Notes”)
4.200% Notes Due January 15, 2047 (the “2047 Notes”)
Aggregate principal amount:
$750,000,000 for the 2027 Notes
$750,000,000 for the 2047 Notes
| Price to Public: | ||
| 2027 Notes: | 99.896% of the principal amount of the 2027 Notes, plus accrued interest, if any, from December 20, 2016. | |
| 2047 Notes: | 99.253% of the principal amount of the 2047 Notes, plus accrued interest, if any, from December 20, 2016. | |
| Purchase Price by Underwriters: | ||
| 2027 Notes: | 99.446% of the principal amount of the 2027 Notes, plus accrued interest, if any, from December 20, 2016, if settlement occurs after that date. | |
| 2047 Notes: | 98.503% of the principal amount of the 2047 Notes, plus accrued interest, if any, from December 20, 2016, 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:
9:00 a.m. (New York City time), December 20, 2016.
Indenture:
Indenture, dated as of February 4, 2008, between the Company and U.S. Bank National Association, as Trustee.
| Maturity: | ||
| 2027 Notes: | January 15, 2027. | |
| 2047 Notes: | January 15, 2047. | |
| Interest Rate: | ||
| 2027 Notes: | 3.450%. | |
| 2047 Notes: | 4.200%. | |
| Interest Payment Dates: | ||
| 2027 Notes: | January 15 and July 15 commencing July 15, 2017. | |
| 2047 Notes: | January 15 and July 15 commencing July 15, 2017. | |
Optional Redemption:
The 2027 Notes and the 2047 Notes are redeemable by the Company, in whole or in part and at any time on not less than 30 nor more than 60 days’ notice by mail, at the applicable redemption prices described in the Prospectus under the heading “Description of the Notes—Optional Redemption.”
Change of Control:
Upon the occurrence of a Change of Control Triggering Event (as defined in the Prospectus), the Company will be required to make an offer to repurchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but not including, the date of repurchase.
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:
December 20, 2016, at 9:00 a.m. (New York City time) at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Names and Addresses of Representatives:
As to the 2027 Notes and the 2047 Notes (and designated to act on behalf of the other Underwriters or other Representatives):
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
00 Xxxxxxxxxxx Xxxxx, XX0-000-00-00
Xxx Xxxx, Xxx Xxxx 00000
Attention: High Grade Debt Capital Markets Transaction Management/Legal
Fax No.: (000) 000-0000
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Fax No.: (000) 000-0000
X.X. Xxxxxx Securities LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Investment Grade Syndicate Desk
Fax No.: (000) 000-0000
SCHEDULE III
List of each Issuer Free Writing Prospectus to be included in the Time of Sale Information:
| • | Final term sheet, dated December 15, 2016, relating to the 2027 Notes and the 2047 Notes, as filed pursuant to Rule 433 under the Securities Act. |
SCHEDULE IV
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-193958
December 15, 2016
UNITEDHEALTH GROUP INCORPORATED
FINAL TERM SHEET
Dated December 15, 2016
$750,000,000 3.450% NOTES DUE JANUARY 15, 2027
$750,000,000 4.200% NOTES DUE JANUARY 15, 2047
| Issuer: |
UnitedHealth Group Incorporated | |
| Ratings (Xxxxx’x / S&P / Fitch)*: |
[Intentionally Omitted] | |
| Note Type: |
SEC Registered (No. 333-193958) | |
| Trade Date: |
December 15, 2016 | |
| Settlement Date (T+3): |
December 20, 2016 | |
| Maturity Date: |
January 15, 2027 (the “2027 Notes”) January 15, 2047 (the “2047 Notes”) | |
| Principal Amount Offered: |
$750,000,000 (2027 Notes) $750,000,000 (2047 Notes) | |
| Price to Public (Issue Price): |
99.896% (2027 Notes) 99.253% (2047 Notes) | |
| Net Proceeds (Before Expenses) to Issuer: |
$745,845,000 (99.446%) (2027 Notes) $738,772,500 (98.503%) (2047 Notes) | |
| Interest Rate: |
3.450% (2027 Notes) 4.200% (2047 Notes) | |
| Interest Payment Dates: |
January 15 and July 15, commencing July 15, 2017 (2027 Notes)
January 15 and July 15, commencing July 15, 2017 (2047 Notes) | |
| Regular Record Dates: |
January 1 and July 1 (2027 Notes) January 1 and July 1 (2047 Notes) | |
| Benchmark: |
T 2.000% due November 15, 2026 (2027 Notes) T 2.250% due August 15, 2046 (2047 Notes) | |
| Benchmark Price and Yield: |
94-22; 2.612% (2027 Notes) 81-31+; 3.194% (2047 Notes) | |
| Spread to Benchmark: |
+85 basis points (2027 Notes) +105 basis points (2047 Notes) | |
| Re-offer Yield: |
3.462% (2027 Notes) 4.244% (2047 Notes) | |
| Optional Redemption Provisions: |
Make-whole call at any time at a discount rate of U.S. Treasury plus 15 basis points (2027 Notes).
Prior to July 15, 2046 (six months prior to their maturity date), make-whole call at any time at a discount rate of U.S. Treasury plus 20 basis points; par call on and after July 15, 2046 (2047 Notes). | |
| Change of Control: |
If a Change of Control Triggering Event occurs, the Company will be required to make an offer to repurchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but not including, the date of repurchase. | |
| CUSIP / ISIN: |
91324P CW0 / US91324PCW05 (2027 Notes) 91324P CX8 / US91324PCX87 (2047 Notes) | |
| Joint Book-Running Managers: |
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC | |
| Co-Managers: |
Academy Securities, Inc. Barclays Capital Inc. BB&T Capital Markets, a division of BB&T Securities, LLC BMO Capital Markets Corp. BNY Mellon Capital Markets, LLC Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Fifth Third Securities, Inc. Xxxxxxx, Xxxxx & Co. KeyBanc Capital Markets Inc. Loop Capital Markets LLC | |
| Mizuho Securities USA Inc. Xxxxxx Xxxxxxx & Co. LLC PNC Capital Markets LLC RBC Capital Markets, LLC Regions Securities LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. The Huntington Investment Company U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time. |
* * *
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 XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at (000) 000-0000, Citigroup Global Markets Inc. toll-free at (000) 000-0000 and X.X. Xxxxxx Securities LLC collect at (000) 000-0000.
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.
