UnitedHealth Group, Inc. v. Wilmington Trust Co., as Indenture Trustee

Decision from the 8th Circuit in United Health Group Inc. v. Wilmington Trust Co.

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This decision affirms a district court decision that an issuer’s delinquency in filing its Exchange Act reports with the SEC was not a breach of its indenture reporting covenant or Section 314(a) of the Trust Indenture Act.

The Court held that the reporting covenant in the notes' indenture merely imposes an obligation to simply forward to the trustee copies of the required SEC reports within 15 days of actual filing.

The Court also concluded that that Section 314(a) of the Trust Indenture Act imposes “no new obligations or duties” and “no time constraints whatsoever.”

The court also found that United Health’s delinquent reporting was not a breach of an implied covenant of fair dealing because United Health “took reasonable and necessary steps to provide its noteholders as much information as possible and as accurately as possible” and continued to make all required payments on the notes.

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Reference Info:Decision | Federal, 8th Circuit, Minnesota | United States


DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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