Change Healthcare : A preliminary proxy statement relating to a merger or acquisition

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(A) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Check the appropriate box:

Filed by a party other than the Registrant ☐

• ☒ Preliminary Proxy Statement

• ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(e)(2))

• ☐ Definitive Proxy Statement

• ☐ Definitive Additional Materials

• ☐ Soliciting Material under §240.14a-12

CHANGE HEALTHCARE INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐ ☒

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

• (1) Title of each class of securities to which transaction applies:

  Common Stock, par value $0.001 per share.

• (2) Aggregate number of securities to which transaction applies:

  As of February 1, 2021, 347,750,597 shares of common stock, which is the sum of: (A) 305,717,531 shares of common stock issued and outstanding (including 933,272 restricted shares); plus (B) 16,465,705 shares of common stock subject to issuance upon early settlement by holders of Change Healthcare Inc.'s 6.00% Tangible Equity Units; plus (C) 467,169 shares of common stock issuable upon the exercise of purchase rights under the Employee Stock Purchase Plan; plus (D) 8,448,753 shares of common stock reserved for issuance pursuant to outstanding restricted stock units (excluding those required to be settled in cash); plus (E) 2,071,512 shares of common stock reserved for issuance pursuant to outstanding performance share units; plus (F) 147,106 shares of common stock reserved for issuance pursuant to outstanding deferred stock units; plus (G) 693,649 "deemed" shares of common stock in respect of outstanding restricted stock units that are required to be settled in cash; plus (H) 489,619 "deemed" shares of common stock in respect of outstanding stock appreciation rights that are required to be settled in cash; plus (I) 13,099,868 shares of common stock reserved for issuance pursuant to outstanding options; plus (J) 149,685 shares of common stock reserved for issuance pursuant to outstanding stock appreciation rights (excluding those required to be settled in cash).

• (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

  Solely for the purpose of calculating the filing fee, the underlying value of the transaction was calculated as follows: (A) 305,717,531 shares of common stock issued and outstanding (including 933,272 restricted shares) multiplied by $25.75 per share; plus (B) 16,465,705 shares of common stock subject to issuance upon early settlement by holders of Change Healthcare Inc.'s 6.00% Tangible Equity Units multiplied by $25.75 per share; plus (C) 467,169 shares of common stock issuable upon the exercise of purchase rights under the Employee Stock Purchase Plan multiplied by $25.75 per share; plus (D) 8,448,753 shares of common stock reserved for issuance pursuant to outstanding restricted stock units (excluding those required to be settled in cash) multiplied by $25.75 per share; plus (E) 2,071,512 shares of common stock reserved for issuance pursuant to outstanding performance share units multiplied by $25.75 per share; plus (F) 147,106 shares of common stock reserved for issuance pursuant to outstanding deferred stock units multiplied by $25.75 per share; plus (G) 693,649 "deemed" shares of common stock in respect of outstanding restricted stock units that are required to be settled in cash multiplied by $25.75 per share; plus (H) 489,619 "deemed" shares of common stock in respect of outstanding stock appreciation rights that are required to be settled in cash multiplied by $23.57 per share (which is the excess of $25.75 over $2.18, the weighted average exercise price of such stock appreciation rights); plus (I) 13,099,868 shares of common stock reserved for issuance pursuant to outstanding options multiplied by $8.22 per share (which is the excess of $25.75 over $17.53, the weighted average exercise price of such options); plus (J) 149,685 shares of common stock reserved for issuance pursuant to outstanding stock appreciation rights (excluding those required to be settled in cash) multiplied by $23.57 per share (which is the excess of $25.75 over $2.18, the weighted average exercise price of such stock appreciation rights).

• (4) Proposed maximum aggregate value of transaction: $8,723,543,503.99

• (5) Total fee paid:

  $951,738.60, determined, in accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, by multiplying 0.0001091 by the proposed maximum aggregate value of the transaction of $8,723,543,503.99.

☐ ☐

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

• (1) Amount previously paid:

• (2) Form, Schedule or Registration Statement No.:

• (3) Filing Party:

• (4) Date Filed:

PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION, DATED [●], 2021

[●], 2021

Dear Fellow Stockholder:

You are cordially invited to attend a special meeting of the stockholders of Change Healthcare Inc. ("Change") to be held at [●] Eastern Time on [●], 2021 (the "Special Meeting"). Due to the public health impact of the COVID-19 outbreak and to support the health and well-being of our stockholders and other participants at the Special Meeting, the Special Meeting will be a virtual meeting of stockholders. You will be able to attend the Special Meeting, vote your shares electronically and submit your questions during the meeting via live audio webcast by visitingwww.virtualshareholdermeeting.com/CHNG2021SM. To participate in the meeting, you must have your 16-digit control number that is shown on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, in your proxy card or the instructions that accompanied your proxy materials. You will not be able to attend the Special Meeting in person. For purposes of attendance at the Special Meeting, all references in the accompanying proxy statement to "present in person" or "in person" will mean virtually present at the Special Meeting.

At the Special Meeting, stockholders will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of January 5, 2021 (as may be amended or modified from time to time in accordance with its terms, the "Merger Agreement"), by and among Change, UnitedHealth Group Incorporated ("UnitedHealth Group") and Cambridge Merger Sub Inc. ("Merger Sub"). Subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into Change (the "Merger") and Change will survive the Merger as a wholly-owned subsidiary of UnitedHealth Group.

If the Merger is completed, our stockholders will have the right to receive $25.75 in cash, without interest and subject to any applicable withholding taxes, for each share of common stock, par value $0.001 per share, of Change ("Change Common Stock"), other than Excluded Shares and Restricted Shares (each as defined in the accompanying proxy statement), that they own immediately prior to the effective time of the Merger, which represents a premium of approximately 41.17% over the $18.24 per share closing trading price of Change Common Stock on January 5, 2021, the last trading day prior to public announcement of the Merger. Approval of the proposal to adopt the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Change Common Stock entitled to vote thereon at the Special Meeting.

Change Common Stock is listed on Nasdaq Global Market ("NASDAQ") under the symbol "CHNG". The closing price of Change Common Stock on NASDAQ on [●], 2021, the most recent practicable date prior to the date of the accompanying proxy statement, was $[●] per share.

The board of directors of Change (the "Board") has reviewed and considered the terms and conditions of the Merger and unanimously determined that the Merger, the Merger Agreement and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Change and its stockholders and has unanimously declared advisable and approved the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby. The Board made its determination after consultation with its outside legal counsel and financial advisors and consideration of a number of factors more fully described in the accompanying proxy statement. The Board unanimously recommends that you vote "FOR" the proposal to adopt the Merger Agreement.

At the Special Meeting, stockholders will also be asked to vote on (i) a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid to Change's named executive officers

by Change based on or otherwise relating to the Merger, as required by the rules adopted by the U.S. Securities and Exchange Commission ("SEC"), and (ii) a proposal to adjourn the Special Meeting, from time to time, if necessary or appropriate, to solicit additional votes for the approval of the proposal to adopt the Merger Agreement if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement. The Board unanimously recommends that you vote "FOR" each of these proposals.

The Board is soliciting your proxy to ensure that a quorum is present, and that your shares are represented and voted, at the Special Meeting and any postponement or adjournment thereof.

If your shares are held in "street name," you should instruct your broker, bank or other nominee how to vote your shares on each proposal in accordance with your voting instruction form.

The Merger cannot be completed unless Change stockholders adopt the Merger Agreement. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the Special Meeting virtually, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Special Meeting. If you attend the Special Meeting and vote electronically during the meeting, your vote by ballot will revoke any proxy previously submitted. If you fail to return your proxy or to attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote "AGAINST" the adoption of the Merger Agreement. Similarly, if you hold your shares in "street name" and fail to instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted for purposes of determining whether a quorum is present and will have the same effect as a vote "AGAINST" the adoption of the Merger Agreement.

The obligations of Change, UnitedHealth Group and Merger Sub to complete the Merger are subject to the satisfaction or waiver of certain conditions. The accompanying proxy statement contains detailed information about Change, the Special Meeting, the Merger Agreement, the Merger, the proposals that stockholders are being asked to approve and related matters. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement and incorporated therein by reference. We urge you to, and you should, read the proxy statement carefully and in its entirety, including the Merger Agreement and the other annexes and the documents referred to or incorporated by reference in the proxy statement. You may obtain additional information about Change from documents we have filed with the U.S. Securities and Exchange Commission.

If you have any questions or need assistance voting your shares of Change Common Stock, please contact the Change Healthcare Investor Relations Department, Attention: Evan Smith, 100 Airpark Center Drive East, Nashville, TN 37217, in writing, or by email [e-mail], or by telephone at 404-338-2225.

Sincerely,

Howard Lance Chairman of the BoardNeil de Crescenzo

President & Chief Executive Officer

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the Merger, passed upon the merits of the Merger Agreement or the Merger or determined if the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [●], 2021 and, together with the enclosed form of proxy card, is first being mailed to Change stockholders on or about [●], 2021.

DATE & TIME

ITEMS OF BUSINESS

424 Church Street, Suite 1400

Nashville, Tennessee 37219

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

RECORD DATE AND SHARES ENTITLED TO VOTE

[●], 2021 at [●], Eastern Time

• • To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of January 5, 2021 (as may be amended or modified from time to time in accordance with its terms, the "Merger Agreement"), by and among Change Healthcare Inc. ("Change"), UnitedHealth Group Incorporated ("UnitedHealth Group") and Cambridge Merger Sub Inc. ("Merger Sub"), pursuant to which Merger Sub will be merged with and into Change (such merger, the "Merger" and such proposal, the "Merger Proposal"); a copy of the Merger Agreement is attached to the accompanying proxy statement as Annex A and is incorporated therein by reference;

• • To consider and vote on a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Change to its named executive officers that is based on or otherwise relates to the Merger (the "Named Executive Officer Merger-Related Compensation Proposal");

• • To consider and vote on a proposal to adjourn the special meeting of Change stockholders (the "Special Meeting") from time to time, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Merger Proposal if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal (the "Adjournment Proposal"); and

• • To transact such other business as may properly be brought before the Special Meeting, or any adjournments or postponements of the Special Meeting, by or at the direction of the Change board of directors (the "Board") with the consent of UnitedHealth Group.

Only holders of record of our common stock, par value $0.001 per share ("Change Common Stock"), at the close of business on [●], 2021 (the "Record Date") are entitled to notice of, and to vote at, the Special Meeting and at any adjournment or postponement of the Special Meeting. Each share of Change Common Stock will be entitled to one vote.

VOTING BY PROXY

Your vote is very important, regardless of the number of shares you own. The Board is soliciting your proxy to ensure that a quorum is present, and that your shares are represented and voted, at the Special Meeting. For information on submitting your proxy over the Internet, by telephone or by mailing back the traditional proxy card (no extra postage