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Exhibit 1.2
UnitedHealth Group
Incorporated
Debt
Securities
Pricing
Agreement
Banc of America Securities
LLC
Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.
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
February 4,
2008
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 February 4, 2008 (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 Inc., 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 February 4, 2008 (the “ Time of
Sale ”), the Company had prepared the following
information (collectively, the “ Time of Sale
Information ”): the Preliminary 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.
1
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.
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| Very truly yours, |
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| UNITEDHEALTH GROUP INCORPORATED |
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| By: |
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/s/ Robert W.
Oberrender
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| Name: |
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Robert W.
Oberrender |
| Title: |
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Senior
Vice President and Treasurer |
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| BANC OF AMERICA SECURITIES LLC |
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CITIGROUP GLOBAL MARKETS INC.
J.P. MORGAN SECURITIES INC.
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| By: |
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Citigroup
Global Markets Inc. |
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| By: |
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/s/ Brian D.
Bednarski
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Brian D.
Bednarski |
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Managing
Director |
2
SCHEDULE I
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Underwriters
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Principal Amount
of 2011
Notes |
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Principal Amount
of 2013 Notes |
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Principal Amount
of 2018 Notes |
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Principal Amount
of 2038 Notes |
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Banc of America Securities
LLC
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$ |
72,500,000 |
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$ |
159,500,000 |
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$ |
319,000,000 |
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$ |
319,000,000 |
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Citigroup Global Markets Inc.
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$ |
72,500,000 |
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$ |
159,500,000 |
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$ |
319,000,000 |
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$ |
319,000,000 |
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J.P. Morgan Securities Inc.
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$ |
72,500,000 |
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$ |
159,500,000 |
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$ |
319,000,000 |
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$ |
319,000,000 |
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Deutsche Bank Securities Inc.
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$ |
5,000,000 |
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$ |
11,000,000 |
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$ |
22,000,000 |
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$ |
22,000,000 |
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Morgan Stanley & Co.
Incorporated
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$ |
5,000,000 |
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$ |
11,000,000 |
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$ |
22,000,000 |
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$ |
22,000,000 |
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Bear, Stearns & Co.
Inc.
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$ |
3,750,000 |
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$ |
8,250,000 |
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$ |
16,500,000 |
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$ |
16,500,000 |
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Goldman, Sachs & Co.
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$ |
3,750,000 |
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$ |
8,250,000 |
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$ |
16,500,000 |
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$ |
16,500,000 |
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Lehman Brothers Inc.
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$ |
3,750,000 |
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$ |
8,250,000 |
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$ |
16,500,000 |
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$ |
16,500,000 |
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Loop Capital Markets, LLC
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$ |
3,750,000 |
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$ |
8,250,000 |
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$ |
16,500,000 |
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$ |
16,500,000 |
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Merrill Lynch, Pierce, Fenner &
Smith Incorporated
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$ |
3,750,000 |
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$ |
8,250,000 |
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$ |
16,500,000 |
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$ |
16,500,000 |
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The Williams Capital Group,
L.P.
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$ |
3,750,000 |
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$ |
8,250,000 |
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$ |
16,500,000 |
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$ |
16,500,000 |
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Total
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$ |
250,000,000 |
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$ |
550,000,000 |
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$ |
1,100,000,000 |
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$ |
1,100,000,000 |
Schedule I-1
SCHEDULE II
Title of Designated
Securities:
Floating Rate Notes Due February 7,
2011 (the “2011 Notes”)
4.875% Notes Due February 15, 2013
(the “2013 Notes”)
6.000% Notes Due February 15, 2018
(the “2018 Notes”)
6.875% Notes Due February 15, 2038
(the “2038 Notes”)
Aggregate principal
amount:
$250,000,000 for the 2011
Notes
$550,000,000 for the 2013
Notes
$1,100,000,000 for the 2018
Notes
$1,100,000,000 for the 2038
Notes
Price to Public:
2011 Notes: 100.000% of the principal
amount of the 2011 Notes, plus accrued interest, if any, from
February 7, 2008.
2013 Notes: 99.695% of the principal
amount of the 2013 Notes, plus accrued interest, if any, from
February 7, 2008.
2018 Notes: 99.909% of the principal
amount of the 2018 Notes, plus accrued interest, if any, from
February 7, 2008.
2038 Notes: 98.475% of the principal
amount of the 2038 Notes, plus accrued interest, if any, from
February 7, 2008.
Purchase Price by
Underwriters:
2011 Notes: 99.650% of the principal
amount of the 2011 Notes, plus accrued interest, if any, from
February 7, 2008, if settlement occurs after that
date.
2013 Notes: 99.095% of the principal
amount of the 2013 Notes, plus accrued interest, if any, from
February 7, 2008, if settlement occurs after that
date.
2018 Notes: 99.259% of the principal
amount of the 2018 Notes, plus accrued interest, if any, from
February 7, 2008, if settlement occurs after that
date.
2038 Notes: 97.600% of the principal
amount of the 2038 Notes, plus accrued interest, if any, from
February 7, 2008, 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.
Schedule II-1
Specified funds for payment of
purchase price:
Federal (same-day) funds
Time of Delivery:
10:30 a.m. (New York City time),
February 7, 2008
Indenture:
Indenture, dated as of February 4,
2008, between the Company and U.S. Bank National Association, as
Trustee.
Maturity:
2011 Notes: February 7,
2011
2013 Notes: February 15,
2013
2018 Notes: February 15,
2018
2038 Notes: February 15,
2038
Interest Rate:
2011 Notes: LIBOR for three-month U.S.
dollar deposits plus 1.30%
2013 Notes: 4.875%
2018 Notes: 6.000%
2038 Notes: 6.875%
Interest Payment
Dates:
2011 Notes:
February 7, May 7, August 7 and
November 7, commencing May 7, 2008.
2013 Notes, 2018 Notes and 2038 Notes:
February 15 and August 15, commencing August 15,
2008.
Redemption Provisions:
The 2011 Notes are not redeemable by the
Company. The 2013 Notes, 2018 Notes and 2038 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 Supplement.
Sinking Fund
Provisions:
No sinking fund provisions.
Schedule II-2
Defeasance Provisions:
Defeasance provisions set forth in
Article IX of the Indenture shall apply to the Designated
Securities.
Closing Date, Time and
Location:
February 7, 2008, at 10:30 a.m. at
the offices of Simpson Thacher & Bartlett LLP, 425
Lexington Avenue, New York, New York 10017
Names and Addresses of
Representatives:
As to the 2011 notes, 2013 Notes, 2018
Notes and 2038 Notes (and designated to act on behalf of the other
Underwriters or other Representatives):
Banc of America Securities
LLC
9 West 57 th
Street
New York, NY 10019
Attn: High Grade Debt Capital
Markets
Citigroup Global Markets
Inc.
388 Greenwich
Street
New York, NY 10013
Attn: Office of General
Counsel
J.P. Morgan Securities
Inc.
270 Park Avenue
New York, NY 10017
Attn: High Grade Syndicate
Desk - 8th floor
Schedule II-3
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 February 4, 2008, relating to the 2011 Notes, as
filed pursuant to Rule 433 under the Securities Act.
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| • |
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Final term
sheet, dated February 4, 2008, relating to the 2013 Notes, as
filed pursuant to Rule 433 under the Securities Act.
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| • |
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Final term
sheet, dated February 4, 2008, relating to the 2018 Notes, as
filed pursuant to Rule 433 under the Securities Act.
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| • |
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Final term
sheet, dated February 4, 2008, relating to the 2038 Notes, as
filed pursuant to Rule 433 under the Securities Act.
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Schedule III-1
SCHEDULE IV
UNITEDHEALTH GROUP
INCORPORATED
$250,000,000
FLOATING RATE NOTES DUE
FEBRUARY 7, 2011
FINAL TERM
SHEET
Dated February 4,
2008
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| Issuer: |
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UnitedHealth Group Incorporated |
| Ratings: |
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Baa1 /A-
/A- |
| Note
Type: |
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SEC
Registered |
| Trade
Date: |
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February
4, 2008 |
| Settlement
Date (T+ 3): |
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February
7, 2008 |
| Maturity
Date: |
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February
7, 2011 |
| Principal
Amount Offered: |
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$250,000,000 |
| Price to
Public (Issue Price): |
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100% |
| Interest
Rate: |
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3-month
U.S. LIBOR plus 1.30% |
| Interest
Payment and Reset Dates: |
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February
7, May 7, August 7, and November 7, commencing May 7,
2008 |
| Optional
Redemption Provisions: |
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None |
| CUSIP: |
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91324PBL5 |
| ISIN: |
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US91324PBL58 |
| Joint
Book-Runners: |
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Banc of
America Securities LLC |
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Citigroup
Global Markets Inc. |
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J.P.
Morgan Securities Inc. |
| Co-Managers: |
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Deutsche
Bank Securities Inc. |
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Morgan
Stanley & Co. Incorporated |
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Bear,
Stearns & Co. Inc. |
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Goldman,
Sachs & Co. |
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Lehman
Brothers Inc. |
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Loop
Capital Markets, LLC |
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Merrill
Lynch, Pierce, Fenner & Smith Incorporated |
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The
Williams Capital Group, L.P. |
| Other
Terms: |
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Except as
otherwise provided in Appendix A hereto, the floating rate notes
will have the same terms, including the change of control offer and
all covenants, and be subject to the same risks as the notes
described in the Issuer’s Preliminary Prospectus Supplement
dated February 4, 2008. In general, any reference to the term
“notes” in the Preliminary Prospectus Supplement shall
be deemed to include the floating rate notes. |
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
Schedule IV-1
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
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