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.
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