8-KAcquisitions & DispositionsFinancial EventsExhibits & Filings

UNITEDHEALTH GROUP INC 8-K Report, Acquisition Completed (Dec 27, 2005)

Filed December 27, 2005For Securities:UNH

Summary

UnitedHealth Group Incorporated (UNH) has officially completed its acquisition of PacifiCare Health Systems, Inc. as of December 20, 2005. This significant transaction involved PacifiCare merging into UnitedHealth Group's subsidiary, Point Acquisition LLC, making PacifiCare a wholly owned subsidiary of UNH. The terms of the merger stipulated that PacifiCare shareholders received a combination of UnitedHealth Group common stock and cash, totaling approximately 99.2 million shares of UNH stock and $1.9 billion in cash. This acquisition is expected to substantially expand UnitedHealth Group's market presence and offerings.

Key Highlights

  • 1Completion of the acquisition of PacifiCare Health Systems, Inc. on December 20, 2005.
  • 2PacifiCare merged into UnitedHealth Group's subsidiary, Point Acquisition LLC, becoming a wholly owned subsidiary.
  • 3Consideration for PacifiCare shareholders included approximately 99.2 million UNH shares and $1.9 billion in cash.
  • 4UnitedHealth Group retired approximately $600 million of PacifiCare's debt and redeemed $325 million of its Senior Notes.
  • 5Approximately $101 million of PacifiCare's convertible notes remain outstanding, convertible into UNH stock and cash.
  • 6The cash portion of the merger and debt repayment were funded through operations and commercial paper issuances.

Frequently Asked Questions

This 8-K filing announces the completion of UnitedHealth Group's acquisition of PacifiCare Health Systems, Inc. It details the key terms of the merger and the financial considerations involved.

PacifiCare shareholders received a combination of 1.1 shares of UnitedHealth Group common stock and $21.50 in cash for each share of PacifiCare common stock they held, along with a pro-rata distribution of remaining assets if applicable. This resulted in approximately 99.2 million UNH shares and $1.9 billion in cash being paid out.

UnitedHealth Group retired approximately $600 million of debt from PacifiCare's credit facility and redeemed $325 million of PacifiCare's 10 3/4% Senior Notes due 2009. However, approximately $101 million of PacifiCare's 3% Convertible Subordinated Debentures due 2032 remain outstanding.

UnitedHealth Group intends to file the required historical financial statements of PacifiCare and pro forma financial information related to the acquisition by amendment to this Form 8-K no later than March 1, 2006.