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MarketScreener Homepage  >  Equities  >  Nyse  >  McKesson Corporation    MCK

MCKESSON CORPORATION

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MCKESSON CORP : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K)

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03/13/2020 | 03:08pm EDT

Item 1.01 Entry into a Material Definitive Agreement.

On March 9, 2020, upon the consummation of the Exchange Offer, and in accordance with the Separation Agreement, the Company, SpinCo, Change and Change Healthcare entered into the Tax Matters Agreement, which will govern the rights, responsibilities and obligations of the Company, SpinCo and Change after the Transactions with respect to tax liabilities and benefits, tax attributes, tax contests and other tax sharing regarding U.S. federal, state and local, and non-U.S., taxes, other tax matters and related tax returns. In addition, the Tax Matters Agreement could restrict Change's ability to enter into certain change of control or other transactions involving Change equity if such transactions could implicate the tax-free status of the consummation of the Exchange Offer. To the extent the consummation of the Exchange Offer does not qualify as a tax-free transaction as a result of Change's failure to comply with the Tax Matters Agreement, Change will be required to indemnify the Company, and in certain circumstances the Tax Matters Agreement may require that Change enter into a new tax receivable agreement pursuant to which it will be required to pay to the Company 85% of the certain cash tax savings, if any, arising from the utilization of certain tax basis increases resulting from the consummation of the Exchange Offer.

The Tax Matters Agreement is filed as Exhibits 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to such filed exhibit.

Item 7.01 Regulation FD Disclosure.

On March 10, 2020, the Company issued a press release announcing the Company's planned hosting of a conference call on Tuesday, March 17th at 4:30 PM Eastern Time to discuss the completion of the split-off of SpinCo. The press release is attached hereto as Exhibit 99.2 and incorporated herein by reference. During the call, Britt Vitalone, the Company's Chief Financial Officer, will also discuss the Transactions' anticipated impact to the Company's Fiscal 2020 adjusted earnings per diluted share. A live audio webcast of the conference call will be available on McKesson's Investor Relations website at http://investor.mckesson.com. The conference call can also be accessed by dialing 786-815-8297. The password is 'McKesson'.

Item 8.01 Other Events.

On March 10, 2020, the Company issued a press release announcing the consummation and preliminary results of the Exchange Offer. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On March 10, 2020, the Company issued a press release announcing the consummation of the Merger. The press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

On March 12, 2020, the Company issued a press release announcing the final results of the Exchange Offer. The press release is attached hereto as Exhibit 99.3 and incorporated herein by reference.

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.

 Exhibit
   No.                                       Description

   10.1            Tax Matters Agreement, by and between McKesson Corporation, PF2
                 SpinCo, Inc., Change Healthcare Inc. and Change Healthcare LLC,
                 dated as of March 9, 2020.

   99.1            McKesson Corporation press release, dated March 10, 2020.

   99.2            McKesson Corporation press release, dated March 10, 2020.

   99.3            McKesson Corporation press release, dated March 12, 2020.

   104           Cover Page Interactive Data File - the cover page iXBRL tags are
                 embedded within the Inline XBRL document

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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