Pricing Agreement
Exhibit 1.2
Pricing Agreement
Banc of America Securities LLC
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
As Representatives of the several Underwriters
named in Schedule I hereto
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
October 20, 2010
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 October 20, 2010 (the “Underwriting Agreement”), between the Company on the one hand and Banc of America Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities 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 or prior to 5:30 p.m. (Eastern Time) on October 20, 2010 (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus dated October 20, 2010 (including the Base Prospectus dated February 4, 2008), and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule III hereto, including final term sheets in the form set forth in Schedule IV.
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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 | ||
| By: | /s/ Robert W. Oberrender | |
| Name: | Robert W. Oberrender | |
| Title: | Senior Vice President and Treasurer | |
BANC OF AMERICA SECURITIES LLC
CITIGROUP GLOBAL MARKETS INC.
J.P. MORGAN SECURITIES LLC
Acting on behalf of themselves and the several Underwriters named in Schedule I hereto
| By: | Banc of America Securities LLC | |
| By: | /s/ Douglas A. Muller | |
| Douglas A. Muller | ||
| Managing Director | ||
| By: | Citigroup Global Markets Inc. | |
| By: | /s/ Brian D. Bednarski | |
| Brian D. Bednarski | ||
| Managing Director | ||
| By: | J.P. Morgan Securities LLC | |
| By: | /s/ Robert Bottamedi | |
| Robert Bottamedi | ||
| Vice President | ||
[Signature Page to Pricing Agreement]
SCHEDULE I
| Underwriters | Principal Amount of 2020 Notes | Principal Amount of 2040 Notes | ||||||
| Banc of America Securities LLC | $ | 105,000,000 | $ | 70,000,000 | ||||
| Citigroup Global Markets Inc. | $ | 105,000,000 | $ | 70,000,000 | ||||
| J.P. Morgan Securities LLC | $ | 105,000,000 | $ | 70,000,000 | ||||
| Barclays Capital Inc. | $ | 13,500,000 | $ | 9,000,000 | ||||
| BB&T Capital Markets, a division of Scott & Stringfellow, LLC | $ | 13,500,000 | $ | 9,000,000 | ||||
| BNY Mellon Capital Markets, LLC | $ | 13,500,000 | $ | 9,000,000 | ||||
| Credit Suisse Securities (USA) LLC | $ | 13,500,000 | $ | 9,000,000 | ||||
| Goldman, Sachs & Co. | $ | 13,500,000 | $ | 9,000,000 | ||||
| Morgan Stanley & Co. Incorporated | $ | 13,500,000 | $ | 9,000,000 | ||||
| RBS Securities Inc. | $ | 13,500,000 | $ | 9,000,000 | ||||
| U.S. Bancorp Investments, Inc. | $ | 13,500,000 | $ | 9,000,000 | ||||
| UBS Securities LLC | $ | 13,500,000 | $ | 9,000,000 | ||||
| Wells Fargo Securities, LLC | $ | 13,500,000 | $ | 9,000,000 | ||||
| Total | $ | 450,000,000 | $ | 300,000,000 | ||||
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SCHEDULE II
Title of Designated Securities:
3.875% Notes Due October 15, 2020 (the “2020 Notes”)
5.700% Notes Due October 15, 2040 (the “2040 Notes”)
Aggregate principal amount:
$450,000,000 for the 2020 Notes
$300,000,000 for the 2040 Notes
Price to Public:
2020 Notes: 99.665% of the principal amount of the 2020 Notes, plus accrued interest, if any, from October 25, 2010.
2040 Notes: 99.362% of the principal amount of the 2040 Notes, plus accrued interest, if any, from October 25, 2010.
Purchase Price by Underwriters:
2020 Notes: 99.215% of the principal amount of the 2020 Notes, plus accrued interest, if any, from October 25, 2010, if settlement occurs after that date.
2040 Notes: 98.487% of the principal amount of the 2040 Notes, plus accrued interest, if any, from October 25, 2010, 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), October 25, 2010
Indenture:
Indenture, dated as of February 4, 2008, between the Company and U.S. Bank National Association, as Trustee.
Maturity:
2020 Notes: October 15, 2020
2040 Notes: October 15, 2040
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Interest Rate:
2020 Notes: 3.875%
2040 Notes: 5.700%
Interest Payment Dates:
2020 Notes: April 15 and October 15, commencing April 15, 2011.
2040 Notes: April 15 and October 15, commencing April 15, 2011.
Redemption Provisions:
The 2020 Notes and the 2040 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 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:
October 25, 2010, 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 2020 Notes and 2040 Notes (and designated to act on behalf of the other Underwriters or other Representatives):
Banc of America Securities LLC
One Bryant Park
NY1-100-18-03
New York, NY 10036
Attn: High Grade Transaction Management / Legal
Facsimile: (646) ###-###-####
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Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
Attn: Office of General Counsel
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
Attn: High Grade Syndicate Desk
Facsimile: (212) ###-###-####
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SCHEDULE III
List of each Issuer Free Writing Prospectus to be included in the Time of Sale Information:
| • | Final term sheet, dated October 20, 2010, relating to the 2020 Notes, as filed pursuant to Rule 433 under the Securities Act. |
| • | Final term sheet, dated October 20, 2010, relating to the 2040 Notes, as filed pursuant to Rule 433 under the Securities Act. |
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Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-149031
October 20, 2010
SCHEDULE IV
UNITEDHEALTH GROUP INCORPORATED
$450,000,000
3.875% NOTES DUE OCTOBER 15, 2020
FINAL TERM SHEET
Dated October 20, 2010
| Issuer: | UnitedHealth Group Incorporated | |
| Ratings: | [Intentionally omitted] | |
| Note Type: | SEC Registered (No. 333-149031) | |
| Trade Date: | October 20, 2010 | |
| Settlement Date (T+ 3): | October 25, 2010 | |
| Maturity Date: | October 15, 2020 | |
| Principal Amount Offered: | $450,000,000 | |
| Price to Public (Issue Price): | 99.665% | |
| Interest Rate: | 3.875% | |
| Interest Payment Dates: | April 15 and October 15, commencing April 15, 2011 | |
| Benchmark: | 2.625% due 08/15/20 | |
| Benchmark Yield: | 2.466% | |
| Spread to Benchmark: | 145 basis points | |
| Re-offer Yield: | 3.916% | |
| Optional Redemption Provisions: | Prior to July 15, 2020, make-whole call at any time at a discount rate of U.S. Treasury plus 25 basis points; par call on and after July 15, 2020. | |
| Change of Control: | If a change of control triggering event occurs, the Issuer 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 the date of repurchase. | |
| CUSIP: | 91324P BM3 | |
| ISIN: | US91324PBM32 | |
| Joint Book-Runners: | Banc of America Securities LLC | |
| Citigroup Global Markets Inc. | ||
| J.P. Morgan Securities LLC | ||
| Co-Managers: | Barclays Capital Inc. | |
| BB&T Capital Markets, a division of Scott & Stringfellow, LLC | ||
| BNY Mellon Capital Markets, LLC | ||
| Credit Suisse Securities (USA) LLC | ||
| Goldman, Sachs & Co. | ||
| Morgan Stanley & Co. Incorporated | ||
| RBS Securities Inc. | ||
| U.S. Bancorp Investments, Inc. | ||
| UBS Securities LLC | ||
| Wells Fargo Securities, LLC | ||
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Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision 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 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 calling Banc of America Securities LLC at ###-###-#### (toll free), Citigroup Global Markets Inc. at ###-###-#### (toll free) or J.P. Morgan Securities LLC at ###-###-#### (collect).
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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Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-149031
October 20, 2010
UNITEDHEALTH GROUP INCORPORATED
$300,000,000
5.700% NOTES DUE OCTOBER 15, 2040
FINAL TERM SHEET
Dated October 20, 2010
| Issuer: | UnitedHealth Group Incorporated | |
| Ratings: | [Intentionally omitted] | |
| Note Type: | SEC Registered (No. 333-149031) | |
| Trade Date: | October 20, 2010 | |
| Settlement Date (T+3): | October 25, 2010 | |
| Maturity Date: | October 15, 2040 | |
| Principal Amount Offered: | $300,000,000 | |
| Price to Public (Issue Price): | 99.362% | |
| Interest Rate: | 5.700% | |
| Interest Payment Dates: | April 15 and October 15, commencing April 15, 2011 | |
| Benchmark: | 4.375% due 05/15/40 | |
| Benchmark Yield: | 3.895% | |
| Spread to Benchmark: | 185 basis points | |
| Re-offer Yield: | 5.745% | |
| Optional Redemption Provisions: | Prior to April 15, 2040, make-whole call at any time at a discount rate of U.S. Treasury plus 30 basis points; par call on and after April 15, 2040. | |
| Change of Control: | If a change of control triggering event occurs, the Issuer 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 the date of repurchase. | |
| CUSIP: | 91324P BN1 | |
| ISIN: | US91324PBN15 | |
| Joint Book-Runners: | Banc of America Securities LLC Citigroup Global Markets Inc. J.P. Morgan Securities LLC | |
| Co-Managers: | Barclays Capital Inc. | |
| BB&T Capital Markets, a division of Scott & Stringfellow, LLC | ||
| BNY Mellon Capital Markets, LLC | ||
| Credit Suisse Securities (USA) LLC | ||
| Goldman, Sachs & Co. | ||
| Morgan Stanley & Co. Incorporated | ||
| RBS Securities Inc. | ||
| U.S. Bancorp Investments, Inc. | ||
| UBS Securities LLC | ||
| Wells Fargo Securities, LLC | ||
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
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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 calling Banc of America Securities LLC at ###-###-#### (toll free), Citigroup Global Markets Inc. at ###-###-#### (toll free) or J.P. Morgan Securities LLC at ###-###-#### (collect).
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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