Item 8.01 Other Events.
On March 5, 2020, McKesson Corporation (the "Company") announced the final
exchange ratio of 11.4086 in connection with its previously announced offer to
exchange (the "Exchange Offer") McKesson common stock, par value $0.01 per share
(the "McKesson Common Stock"), for outstanding shares of PF2 SpinCo, Inc.
("SpinCo") common stock, par value $0.001 per share (the "SpinCo Common Stock").
The Exchange Offer to split-off SpinCo is part of the Company's previously
announced separation of its interest in Change Healthcare LLC ("Change
Based on the final exchange ratio, for each share of McKesson Common Stock that
is validly tendered and accepted for exchange, the Company will deliver
approximately 11.4086 shares of SpinCo Common Stock, which will be immediately
converted into an equal number of shares (subject to receipt of cash in lieu of
fractional shares) of Change Healthcare Inc.'s common stock, par value $0.001
per share, upon completion of the previously announced merger of SpinCo with and
into Change Healthcare Inc. (the "Merger") immediately upon consummation of the
Exchange Offer. The Exchange Offer and the Merger are subject to customary
Based on the final exchange ratio, the Company will accept 15,426,537 shares of
McKesson Common Stock for exchange if the Exchange Offer is fully subscribed,
based on the final exchange ratio. The Exchange Offer will be subject to
proration if it is oversubscribed, and the number of shares accepted in the
Exchange Offer may be fewer than the number of shares tendered.
The Exchange Offer is scheduled to expire at 11:59 p.m., New York City time, on
March 9, 2020, unless it is extended or terminated.
On March 5, 2020, the Company issued a press release announcing the final
exchange ratio for the Exchange Offer, a copy of which is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This communication contains certain statements about McKesson, SpinCo, Change
Healthcare and Change that are "forward-looking statements" within the meaning
of Section 27A of the United States Securities Act of 1933, as amended, and
Section 21E of the United States Securities Exchange Act of 1934, as amended.
These matters involve risks and uncertainties as discussed in the registration
statement on Form S-4 and S-1 filed by SpinCo in connection with the
Transactions (as defined below) with the U.S. Securities and Exchange Commission
(the "SEC") (File No. 333-236236) and the registration statement on Form S-4
filed by Change in connection with the Transactions with the SEC (File
No. 333-236234), as well as in McKesson's and Change's respective periodic
reports on Form 10-K and Form 10-Q and current reports on Form 8-K, filed from
time to time with the SEC. The forward-looking statements contained in this
communication may include statements about the expected effects on McKesson,
SpinCo and Change of the separation of SpinCo from McKesson and the merger of
SpinCo with and into Change (collectively, the "Transactions"); the anticipated
benefits of the Transactions and McKesson's, SpinCo's, Change Healthcare's and
Change's anticipated financial results; and also include all other statements in
this press communication that are not historical facts. Without limitation, any
statements preceded or followed by or that include the words "targets," "plans,"
"believes," "expects," "intends," "will," "likely," "may," "anticipates,"
"estimates," "projects," "should," "would," "could," "positioned," "strategy,"
"future," or words, phrases, or terms of similar substance or the negative
thereof, are forward-looking statements. These statements are based on the
current expectations of the management of McKesson, SpinCo and Change (as the
case may be) and are subject to uncertainty and to changes in circumstances and
involve risks and uncertainties that could cause actual results to differ
materially from those expressed or implied in such forward-looking statements.
In addition, these statements are based on a number of assumptions that are
subject to change. Such risks, uncertainties and assumptions include, but are
not limited to: changes in the healthcare industry and regulatory environment;
fluctuations in foreign currency exchange rates; material adverse resolution of
pending legal proceedings, including those related to the distribution of
controlled substances; cyberattack, natural disaster, or malfunction of
sophisticated internal computer systems to perform as designed; the potential
inadequacy of insurance to cover property loss or liability claims; the
satisfaction of the conditions to the Transactions, and other risks related to
the completion of the Transactions and actions related thereto; McKesson's and
Change's ability to complete the Transactions on the anticipated terms and
schedule; the anticipated tax treatment of the Transactions; the expansion and
growth of Change's operations; ongoing risks related to the price or trading
volume of McKesson's and Change's common stock; failure to pay dividends to
holders of McKesson's or Change's common stock; impairment charges for goodwill;
and the risk that disruptions from the Transactions will harm McKesson's,
SpinCo's, Change Healthcare's or Change's businesses. However, it is not
possible to predict or identify all such factors. Consequently, while the list
of factors presented here is considered representative, no such list should be
considered to be a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to the realization
of forward-looking statements. Forward-looking statements included herein are
made as of the date hereof, and none of McKesson, SpinCo, Change Healthcare or
Change undertakes any obligation to update publicly such statements to reflect
subsequent events or circumstances.
Important Notices and Additional Information
In connection with the Transactions, McKesson has filed with the SEC a Schedule
TO with respect to the exchange offer, SpinCo has filed with the SEC a
registration statement on Form S-4 and Form S-1 (File No. 333-236236) containing
a prospectus of SpinCo relating to the exchange offer, and Change has filed with
the SEC a registration statement on Form S-4 (File No. 333-236234) relating to
the Transactions. These registration statements were declared effective by the
SEC on February 28, 2020. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE
DOCUMENTS AND ANY AMENDMENTS TO THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, AS
WELL AS ANY OTHER RELEVANT DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT MCKESSON, SPINCO, CHANGE HEALTHCARE, CHANGE AND THE TRANSACTIONS.
Investors and security holders may obtain these materials and other documents
filed with the SEC free of charge at the SEC's website, www.sec.gov. In
addition, copies of these materials may be obtained free of charge by accessing
McKesson's website at www.mckesson.com, or from Change by accessing Change's
website at www.changehealthcare.com.
To obtain copies of the exchange offer prospectus and related documents, or for
questions about the exchange offer or how to participate, please visit the
website that McKesson will maintain for the exchange offer at
www.dfking.com/McKesson or contact the information agent, D.F. King & Co.,
at 1-866-304-5477 (toll-free in the United States) and 1-212-269-5550 (outside
of the United States).
None of McKesson, SpinCo, Change or their respective directors or officers makes
any recommendation as to whether any McKesson stockholder should participate in
the exchange offer. This communication is for informational purposes only and
shall not constitute an offer to sell or the solicitation of an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
99.1 McKesson Corporation press release, dated March 5, 2020.
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