Pricing Agreement, dated May 17, 2022, among the Company and BofA Securities, Inc., Barclays Capital Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and U.S. Bancorp Investments, Inc., as Representatives of the several Underwriters
Exhibit 1.2
EXECUTION VERSION
UnitedHealth Group Incorporated
Debt Securities
Pricing Agreement
May 17, 2022
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Deutsche Bank Securities Inc.
1 Columbus Circle
New York, New York 10019
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
RBC Capital Markets, LLC
200 Vesey Street, 8th Floor
New York, New York 10281
U.S. Bancorp Investments, Inc.
214 North Tryon Street, 26th Floor
Charlotte, North Carolina 28202
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 May 17, 2022 (the “Agreement”), between the Company, on the one hand, and BofA Securities, Inc., Barclays Capital Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and U.S. Bancorp Investments, Inc., 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 5:10 p.m. (Eastern Time) on May 17, 2022 (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus dated May 17, 2022 (including the Base Prospectus dated February 24, 2020) 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. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. 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.
[Remainder of Page Intentionally Left Blank]
| Very truly yours, | ||
| UNITEDHEALTH GROUP INCORPORATED | ||
| By: | /s/ Peter M. Gill | |
| Name: | Peter M. Gill | |
| Title: | Senior Vice President and Treasurer | |
| BOFA SECURITIES, INC. | ||||
| By: | /s/ Douglas Muller | |||
| Name: | Douglas Muller | |||
| Title: | Managing Director | |||
| BARCLAYS CAPITAL INC. | ||||
| By: | /s/ James Gutow | |||
| Name: | James Gutow | |||
| Title: | Managing Director | |||
| DEUTSCHE BANK SECURITIES INC. | ||||
| By: | /s/ Timothy Azoia | |||
| Name: | Timothy Azoia | |||
| Title: | Director | |||
| By: | /s/ Ryan E. Montgomery | |||
| Name: | Ryan E. Montgomery | |||
| Title: | Managing Director | |||
| MORGAN STANLEY & CO. LLC | ||||
| By: | /s/ Dan Bray | |||
| Name: | Dan Bray | |||
| Title: | Executive Director | |||
[Signature Page to Pricing Agreement]
| RBC CAPITAL MARKETS, LLC | ||||
| By: | /s/ Scott G. Primrose | |||
| Name: | Scott G. Primrose | |||
| Title: | Authorized Signatory | |||
| U.S. BANCORP INVESTMENTS, INC. | ||||
| By: | /s/ Chris Cicoletti | |||
| Name: | Chris Cicoletti | |||
| Title: | Managing Director | |||
| 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 2029 Notes | Principal Amount of 2032 Notes | Principal Amount of 2052 Notes | Principal Amount of 2062 Notes | |||||||||||||||
| BofA Securities, Inc. | 57,000,000 | 85,500,000 | 142,500,000 | 190,000,000 | 95,000,000 | |||||||||||||||
| Barclays Capital Inc. | 52,500,000 | 78,750,000 | 131,250,000 | 175,000,000 | 87,500,000 | |||||||||||||||
| Deutsche Bank Securities Inc. | 52,500,000 | 78,750,000 | 131,250,000 | 175,000,000 | 87,500,000 | |||||||||||||||
| Morgan Stanley & Co. LLC | 54,000,000 | 81,000,000 | 135,000,000 | 180,000,000 | 90,000,000 | |||||||||||||||
| RBC Capital Markets, LLC | 52,500,000 | 78,750,000 | 131,250,000 | 175,000,000 | 87,500,000 | |||||||||||||||
| U.S. Bancorp Investments, Inc. | 52,500,000 | 78,750,000 | 131,250,000 | 175,000,000 | 87,500,000 | |||||||||||||||
| Citigroup Global Markets Inc. | 24,000,000 | 36,000,000 | 60,000,000 | 80,000,000 | 40,000,000 | |||||||||||||||
| Credit Suisse Securities (USA) LLC | 24,000,000 | 36,000,000 | 60,000,000 | 80,000,000 | 40,000,000 | |||||||||||||||
| Goldman Sachs & Co. LLC | 24,000,000 | 36,000,000 | 60,000,000 | 80,000,000 | 40,000,000 | |||||||||||||||
| J.P. Morgan Securities LLC | 24,000,000 | 36,000,000 | 60,000,000 | 80,000,000 | 40,000,000 | |||||||||||||||
| Mizuho Securities USA LLC | 24,000,000 | 36,000,000 | 60,000,000 | 80,000,000 | 40,000,000 | |||||||||||||||
| PNC Capital Markets LLC | 24,000,000 | 36,000,000 | 60,000,000 | 80,000,000 | 40,000,000 | |||||||||||||||
| Truist Securities, Inc. | 24,000,000 | 36,000,000 | 60,000,000 | 80,000,000 | 40,000,000 | |||||||||||||||
| Wells Fargo Securities, LLC | 24,000,000 | 36,000,000 | 60,000,000 | 80,000,000 | 40,000,000 | |||||||||||||||
| BNP Paribas Securities Corp. | 12,000,000 | 18,000,000 | 30,000,000 | 40,000,000 | 20,000,000 | |||||||||||||||
| KeyBanc Capital Markets Inc. | 12,000,000 | 18,000,000 | 30,000,000 | 40,000,000 | 20,000,000 | |||||||||||||||
| Santander Investment Securities Inc. | 12,000,000 | 18,000,000 | 30,000,000 | 40,000,000 | 20,000,000 | |||||||||||||||
| Scotia Capital (USA) Inc. | 12,000,000 | 18,000,000 | 30,000,000 | 40,000,000 | 20,000,000 | |||||||||||||||
| TD Securities (USA) LLC | 12,000,000 | 18,000,000 | 30,000,000 | 40,000,000 | 20,000,000 | |||||||||||||||
| Bancroft Capital LLC | 3,000,000 | 4,500,000 | 7,500,000 | 10,000,000 | 5,000,000 | |||||||||||||||
| BNY Mellon Capital Markets, LLC | 3,000,000 | 4,500,000 | 7,500,000 | 10,000,000 | 5,000,000 | |||||||||||||||
| Drexel Hamilton, LLC | 3,000,000 | 4,500,000 | 7,500,000 | 10,000,000 | 5,000,000 | |||||||||||||||
| Fifth Third Securities, Inc. | 3,000,000 | 4,500,000 | 7,500,000 | 10,000,000 | 5,000,000 | |||||||||||||||
| Huntington Securities, Inc. | 3,000,000 | 4,500,000 | 7,500,000 | 10,000,000 | 5,000,000 | |||||||||||||||
| Loop Capital Markets LLC | 3,000,000 | 4,500,000 | 7,500,000 | 10,000,000 | 5,000,000 | |||||||||||||||
| MFR Securities, Inc. | 3,000,000 | 4,500,000 | 7,500,000 | 10,000,000 | 5,000,000 | |||||||||||||||
| R. Seelaus & Co., LLC | 3,000,000 | 4,500,000 | 7,500,000 | 10,000,000 | 5,000,000 | |||||||||||||||
| Regions Securities LLC | 3,000,000 | 4,500,000 | 7,500,000 | 10,000,000 | 5,000,000 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
| |||||||||||
| Total | $ | 600,000,000 | $ | 900,000,000 | $ | 1,500,000,000 | $ | 2,000,000,000 | $ | 1,000,000,000 | ||||||||||
SCHEDULE II
Title of Designated Securities:
3.700% Notes Due May 15, 2027 (the “2027 Notes”)
4.000% Notes Due May 15, 2029 (the “2029 Notes”)
4.200% Notes Due May 15, 2032 (the “2032 Notes”)
4.750% Notes Due May 15, 2052 (the “2052 Notes”)
4.950% Notes Due May 15, 2062 (the “2062 Notes”)
Aggregate principal amount:
$600,000,000 for the 2027 Notes
$900,000,000 for the 2029 Notes
$1,500,000,000 for the 2032 Notes
$2,000,000,000 for the 2052 Notes
$1,000,000,000 for the 2062 Notes
Price to Public:
| 2027 Notes: | 99.946% of the principal amount of the 2027 Notes, plus accrued interest, if any, from May 20, 2022. | |
| 2029 Notes: | 99.639% of the principal amount of the 2029 Notes, plus accrued interest, if any, from May 20, 2022. | |
| 2032 Notes: | 99.742% of the principal amount of the 2032 Notes, plus accrued interest, if any, from May 20, 2022. | |
| 2052 Notes: | 99.100% of the principal amount of the 2052 Notes, plus accrued interest, if any, from May 20, 2022. | |
| 2062 Notes: | 99.020% of the principal amount of the 2062 Notes, plus accrued interest, if any, from May 20, 2022. | |
| Purchase Price by Underwriters: | ||
| 2027 Notes: | 99.596% of the principal amount of the 2027 Notes, plus accrued interest, if any, from May 20, 2022, if settlement occurs after that date. | |
| 2029 Notes: | 99.239% of the principal amount of the 2029 Notes, plus accrued interest, if any, from May 20, 2022, if settlement occurs after that date. | |
| 2032 Notes: | 99.292% of the principal amount of the 2032 Notes, plus accrued interest, if any, from May 20, 2022, if settlement occurs after that date. | |
| 2052 Notes: | 98.350% of the principal amount of the 2052 Notes, plus accrued interest, if any, from May 20, 2022, if settlement occurs after that date. | |
| 2062 Notes: | 98.220% of the principal amount of the 2062 Notes, plus accrued interest, if any, from May 20, 2022, 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), May 20, 2022.
Indenture:
Indenture, dated as of February 4, 2008, between the Company and U.S. Bank Trust Company, National Association, as Trustee.
Maturity:
| 2027 Notes: | May 15, 2027. | |
| 2029 Notes: | May 15, 2029. | |
| 2032 Notes: | May 15, 2032. | |
| 2052 Notes: | May 15, 2052. | |
| 2062 Notes: | May 15, 2062 | |
.
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Interest Rate:
| 2027 Notes: | 3.700%. | |
| 2029 Notes: | 4.000%. | |
| 2032 Notes: | 4.200%. | |
| 2052 Notes: | 4.750%. | |
| 2062 Notes: | 4.950%. | |
Interest Payment Dates:
| 2027 Notes: | May 15 and November 15, commencing November 15, 2022. | |
| 2029 Notes: | May 15 and November 15, commencing November 15, 2022. | |
| 2032 Notes: | May 15 and November 15, commencing November 15, 2022. | |
| 2052 Notes: | May 15 and November 15, commencing November 15, 2022. | |
| 2062 Notes: | May 15 and November 15, commencing November 15, 2022. | |
Optional Redemption:
The 2027 Notes, the 2029 Notes, the 2032 Notes, the 2052 Notes and the 2062 Notes are redeemable by the Company, in whole or in part and at any time on not less than 10 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.
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Closing Date, Time and Location:
May 20, 2022, 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 2027 Notes, the 2029 Notes, the 2032 Notes, the 2052 Notes and the 2062 Notes (and designated to act on behalf of the other Underwriters or other Representatives):
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Facsimile: (212) 901-7881
Attention: High Grade Debt Capital Markets Transaction Management/Legal
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Attention: Syndicate Registration
Facsimile: (646) 834-8133
Deutsche Bank Securities Inc.
1 Columbus Circle
New York, New York 10019
Facsimile: (212) 797-4561
Attention: Debt Capital Markets Syndicate
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Fax No.: (212) 507-8999
Attention: Investment Banking Division
RBC Capital Markets, LLC
200 Vesey Street, 8th Floor
New York, New York 10281
Facsimile: (212) 428-6308
Attention: USDCM Transaction Management
U.S. Bancorp Investments, Inc.
214 North Tryon Street, 26th Floor
Charlotte, North Carolina 28202
Attention: Debt Capital Markets
Facsimile: (877) 558-2607
II-4
SCHEDULE III
List of each Issuer Free Writing Prospectus to be included in the Time of Sale Information:
| • | Final term sheet, dated May 17, 2022 relating to the 2027 Notes, the 2029 Notes, the 2032 Notes, the 2052 Notes and the 2062 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. 333-236600
May 17, 2022
UNITEDHEALTH GROUP INCORPORATED
FINAL TERM SHEET
Dated May 17, 2022
$600,000,000 3.700% NOTES DUE MAY 15, 2027
$900,000,000 4.000% NOTES DUE MAY 15, 2029
$1,500,000,000 4.200% NOTES DUE MAY 15, 2032
$2,000,000,000 4.750% NOTES DUE MAY 15, 2052
$1,000,000,000 4.950% NOTES DUE MAY 15, 2062
| Issuer: | UnitedHealth Group Incorporated | |
| Ratings (Moody’s / S&P / Fitch)*: | [Intentionally Omitted] | |
| Note Type: | SEC Registered (No. 333-236600) | |
| Trade Date: | May 17, 2022 | |
| Settlement Date (T+3): | May 20, 2022 | |
| Maturity Date: | May 15, 2027 (the “2027 Notes”) May 15, 2029 (the “2029 Notes”) May 15, 2032 (the “2032 Notes”) May 15, 2052 (the “2052 Notes”) May 15, 2062 (the “2062 Notes”) | |
| Principal Amount Offered: | $600,000,000 (2027 Notes) $900,000,000 (2029 Notes) $1,500,000,000 (2032 Notes) $2,000,000,000 (2052 Notes) $1,000,000,000 (2062 Notes) | |
| Price to Public (Issue Price): | 99.946% (2027 Notes) 99.639% (2029 Notes) 99.742% (2032 Notes) 99.100% (2052 Notes) 99.020% (2062 Notes) | |
| Net Proceeds (Before Expenses) to Issuer: | $597,576,000 (99.596%) (2027 Notes) $893,151,000 (99.239%) (2029 Notes) $1,489,380,000 (99.292%) (2032 Notes) $1,967,000,000 (98.350%) (2052 Notes) $982,200,000 (98.220%) (2062 Notes) | |
| Interest Rate: | 3.700% (2027 Notes) 4.000% (2029 Notes) 4.200% (2032 Notes) 4.750% (2052 Notes) 4.950% (2062 Notes) | |
| Interest Payment Dates: | May 15 and November 15, commencing November 15, 2022 (2027 Notes) May 15 and November 15, commencing November 15, 2022 (2029 Notes) May 15 and November 15, commencing November 15, 2022 (2032 Notes) May 15 and November 15, commencing November 15, 2022 (2052 Notes) May 15 and November 15, commencing November 15, 2022 (2062 Notes) | |
| Regular Record Dates: | May 1 and November 1 (2027 Notes) May 1 and November 1 (2029 Notes) May 1 and November 1 (2032 Notes) May 1 and November 1 (2052 Notes) May 1 and November 1 (2062 Notes) | |
| Benchmark: | T 2.750% due April 30, 2027 (2027 Notes) T 2.875% due April 30, 2029 (2029 Notes) T 2.875% due May 15, 2032 (2032 Notes) T 2.250% due February 15, 2052 (2052 Notes) T 2.250% due February 15, 2052 (2062 Notes) | |
| Benchmark Price / Yield: | 99-01 / 2.962% (2027 Notes) 99-05 / 3.010% (2029 Notes) 99-02+ / 2.982% (2032 Notes) 81-23+ / 3.207% (2052 Notes) 81-23+ / 3.207% (2062 Notes) | |
| Spread to Benchmark: | +75 basis points (2027 Notes) +105 basis points (2029 Notes) +125 basis points (2032 Notes) +160 basis points (2052 Notes) +180 basis points (2062 Notes) | |
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| Re-offer Yield: | 3.712% (2027 Notes) 4.060% (2029 Notes) 4.232% (2032 Notes) 4.807% (2052 Notes) 5.007% (2062 Notes) | |
| Optional Redemption Provisions: | Prior to April 15, 2027 (1 month prior to their maturity date), make-whole call at any time at a discount rate of U.S. Treasury plus 15 basis points; par call on or after April 15, 2027 (2027 Notes).
Prior to March 15, 2029 (2 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 or after March 15, 2029 (2029 Notes).
Prior to February 15, 2032 (3 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 or after February 15, 2032 (2032 Notes).
Prior to November 15, 2051 (6 months prior to their maturity date), make-whole call at any time at a discount rate of U.S. Treasury plus 25 basis points; par call on or after November 15, 2051 (2052 Notes).
Prior to November 15, 2061 (6 months prior to their maturity date), make-whole call at any time at a discount rate of U.S. Treasury plus 30 basis points; par call on or after November 15, 2061 (2062 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. | |
| Day Count: | 30/360 | |
| CUSIP / ISIN: | 91324PEG3 / US91324PEG37 (2027 Notes) 91324PEH1 / US91324PEH10 (2029 Notes) 91324PEJ7 / US91324PEJ75 (2032 Notes) 91324PEK4 / US91324PEK49 (2052 Notes) 91324PEL2 / US91324PEL22 (2062 Notes) | |
IV-3
| Joint Book-Running Managers: | BofA Securities, Inc. Barclays Capital Inc. Deutsche Bank Securities Inc. Morgan Stanley & Co. LLC RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Mizuho Securities USA LLC PNC Capital Markets LLC Truist Securities, Inc. Wells Fargo Securities, LLC | |
| Senior Co-Managers: | BNP Paribas Securities Corp. KeyBanc Capital Markets Inc. Santander Investment Securities Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC | |
| Co-Managers: | Bancroft Capital LLC BNY Mellon Capital Markets, LLC Drexel Hamilton, LLC Fifth Third Securities, Inc. Huntington Securities, Inc. Loop Capital Markets LLC MFR Securities, Inc. R. Seelaus & Co., LLC Regions 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 Securities and Exchange Commission (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 website 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 calling BofA Securities, Inc. toll-free at ###-###-####, Barclays Capital Inc. toll-free at ###-###-####, Deutsche Bank Securities Inc. toll-free at ###-###-####, Morgan Stanley & Co. LLC toll-free at ###-###-####, RBC Capital Markets, LLC toll-free at ###-###-#### and U.S. Bancorp Investments, Inc.
IV-4
toll-free at ###-###-####. 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.
IV-5
