8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 18, 2015

Change Healthcare Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34435	20-5799664
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
3055 Lebanon Pike, Suite 1000 Nashville, TN		37214
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (615) 932-3000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Effective November 18, 2015, Change Healthcare Holdings, Inc. (f/k/a Emdeon Inc.) (the “Company”) entered into an amendment (“Amendment No. 1”) to the Stockholders’ Agreement, dated as of November 2, 2011 (the “Original Stockholders’ Agreement” and as amended, the “Stockholders’ Agreement”), by and among the Company, Change Healthcare, Inc. (f/k/a Beagle Parent Corp.), an indirect parent of the Company (“Parent”), certain investment funds and vehicles affiliated with The Blackstone Group L.P. (“Blackstone”) and Hellman & Friedman LLC (“Hellman & Friedman”) and the other parties thereto, in order to (i) provide that at Blackstone’s election, the size of the Board of Directors (the “Board”) of the Company may be increased from seven to eight directors to accommodate the election of an additional director to be selected by Blackstone in consultation with Hellman & Friedman; and (ii) provide that for so long as Blackstone has the right to designate a director to the Board pursuant to the Stockholders’ Agreement, a quorum for a meeting of the Board shall require the attendance of at least one Blackstone designee, in addition to the other quorum requirements set forth in the Original Stockholders’ Agreement.

The foregoing summary of Amendment No. 1 is not complete and is qualified in its entirety by reference to the full text of Amendment No. 1, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 18, 2015, the Board increased the number of directors constituting the full Board from seven to eight. Also on November 18, 2015, the Board appointed Phillip W. Roe, effective immediately, to fill the vacancy created by the increase in the size of the Board. Mr. Roe will serve on the audit committee of the Board.

In accordance with the terms of the Stockholders’ Agreement, Mr. Roe has been designated to the Board by Blackstone in consultation with Hellman & Friedman.

In consideration of his Board and committee service, Mr. Roe is entitled to receive (i) $120,000 as an annual retainer prorated with respect to 2015 based on his only serving on the Board for a portion of the year and (ii) options to purchase 500 shares of common stock of Parent under Parent’s equity incentive plan. The options will vest in equal annual installments over a four-year period on each anniversary of the grant date, subject to the recipient’s continued membership on Parent’s board of directors and the Board as of the applicable vesting date, and are subject to accelerated vesting in connection with specified changes of control involving Parent or the Company. In accordance with the Company’s customary practice, the Company also entered into an indemnification agreement with Mr. Roe, which requires the Company to indemnify him, to the fullest extent permitted by law, against certain liabilities that may arise in connection with his status or service as a director. The indemnification agreement also provides for an advancement of expenses incurred by Mr. Roe in connection with any proceeding as to which he could be indemnified, in connection with his status as a director.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
Exhibit 10.1	Amendment No. 1 to the Stockholders’ Agreement and H&F Consent, dated as of November 18, 2015 by and among Change Healthcare Holdings, Inc., Change Healthcare, Inc. and certain investment funds and vehicles affiliated with The Blackstone Group L.P. and Hellman & Friedman LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHANGE HEALTHCARE HOLDINGS, INC.
Date: November 20, 2015	By:	/s/ Gregory T. Stevens
	Name:	Gregory T. Stevens
	Title:	Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 10.1	Amendment No. 1 to the Stockholders’ Agreement and H&F Consent, dated as of November 18, 2015 by and among Change Healthcare Holdings, Inc., Change Healthcare, Inc. and certain investment funds and vehicles affiliated with The Blackstone Group L.P. and Hellman & Friedman LLC.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENT AND H&F CONSENT

THIS AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENT AND H&F CONSENT is made as of November 18, 2015 (this “Agreement”) by and among Change Healthcare, Inc. (f/k/a Beagle Parent Corp.), a Delaware corporation (the “Company”), Change Healthcare Intermediate Holdings, Inc. (f/k/a Beagle Intermediate Holdings, Inc.), a Delaware corporation (“Intermediate Holdings”), Change Healthcare Holdings, Inc. (f/k/a Emdeon, Inc.), a Delaware corporation (the successor to Beagle Acquisition Corp., “Change Healthcare Holdings”), Blackstone Capital Partners VI L.P., Blackstone Family Investment Partnership VI - ESC L.P., Blackstone Family Investment Partnership VI L.P., H&F Harrington AIV II, L.P., HFCP VI Domestic AIV, L.P., Hellman & Friedman Investors VI, L.P., Hellman & Friedman Capital Executives VI, L.P. and Hellman & Friedman Capital Associates VI, L.P. Each capitalized term used and not defined herein shall have the meaning assigned to it in the Original Agreement (as defined below).

RECITALS

WHEREAS, the parties hereto are party to that certain Stockholders’ Agreement dated as of November 2, 2011 (the “Original Agreement”), by and among Blackstone, H&F, the Company, Intermediate Holdings, Change Healthcare Holdings and the Stockholders party thereto;

WHEREAS, (i) Blackstone Capital Partners VI L.P., Blackstone Family Investment Partnership VI - ESC L.P., and Blackstone Family Investment Partnership VI L.P. hold a Majority in Interest of the Company Shares and (ii) H&F Harrington AIV II, L.P., HFCP VI Domestic AIV, L.P., Hellman & Friedman Investors VI, L.P., Hellman & Friedman Capital Executives VI, L.P. and Hellman & Friedman Capital Associates VI, L.P. hold a Majority in Interest of the Company Shares held by H&F;

WHEREAS, pursuant to Section 3.1(a) of the Original Agreement, Blackstone may elect to increase the size of the Board of Directors from five (5) directors to seven (7) directors to accommodate the election of two (2) independent directors to be selected by Blackstone, in consultation with H&F;

WHEREAS, pursuant to Section 8.9(a) of the Original Agreement, the parties hereto, comprising the holders of a Majority in Interest of Company Shares, desire to amend the Original Agreement to allow Blackstone to elect to increase the size of the Board of Directors to eight (8) directors to accommodate the election of three (3) independent directors to be selected by Blackstone, in consultation with H&F, (the “Board Amendment”) and to make related changes to Section 3.1(e) of the Original Agreement relating to quorum requirements for a meeting of the Board of Directors (the “Quorum Amendment” and, together with the Board Amendment, the “Amendments”), in each case, as set forth in Sections 1 and 2 hereto;

WHEREAS, Blackstone proposes to exercise its election to increase the size of the Board of Directors from seven (7) to eight (8) directors following the effectiveness of the Board Amendment (the “Board Increase”); and

WHEREAS, pursuant to Section 3.2(a)(vi)(A) of the Original Agreement, H&F is entitled, and the Majority H&F Investors desire, to consent to the Board Increase.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

SECTION 1. Amendment to Section 3.1(a) of the Original Agreement. Section 3.1(a) of the Original Agreement is hereby amended by restating the first proviso of the first sentence of such section as follows:

“provided, that at Blackstone’s election, the size of the Board of Directors may be increased to eight (8) directors to accommodate the election of three (3) independent directors to be selected by Blackstone, in consultation with H&F;”

SECTION 2. Amendment to Section 3.1(e) of the Original Agreement. Section 3.1(e) of the Original Agreement is hereby amended by restating the first sentence of such section as follows.

“A quorum for a meeting of the Board of Directors shall require the attendance in person, telephonically, or in any other manner permitted by applicable law, of (i) a majority of all of the members of the Board Directors, (ii) for so long as H&F has the right to designate a director to the Board of Directors pursuant to Section 3.1(a), the H&F Designee (provided, that if the H&F Designee is absent or wishes to recuse himself or herself for any reason, such H&F Designee may appoint an alternate director or give a proxy to another director or an alternate director of his or her choosing) and (iii) for so long as Blackstone has the right to designate a director to the Board of Directors pursuant to Section 3.1(a), one (1) Blackstone Designee (provided, that if such Blackstone Designee is absent or wishes to recuse himself or herself for any reason, such Blackstone Designee may appoint an alternate director or give a proxy to another director or an alternate director of his or her choosing).”

SECTION 3. H&F Consent. Pursuant to Section 3.2(a)(vi)(A) of the Original Agreement, the Majority H&F Investors hereby consent to the proposed increase in the size of the Board of Directors to eight (8) directors.

SECTION 4. Effect of Agreement. This Agreement shall apply and be effective only with respect to the provisions of the Original Agreement specifically referred to herein. Except as expressly provided hereby, this Agreement shall not constitute a waiver or amendment of any term or condition of the Original Agreement and all such terms and conditions shall remain in full force and effect and are hereby ratified and confirmed in all respects. Upon the execution hereof, the Amendments and the Original Agreement shall constitute one agreement.

SECTION 5. Further Assurances. Each party hereto agrees to execute, acknowledge, deliver, file and record such certificates, amendments, instruments and documents, and to do and cause to be done all such other acts and things, as may be required by Law or as may be reasonably necessary or advisable to carry out the intent and purpose of this Agreement.

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SECTION 6. Governing Law. THIS AGREEMENT AND ANY RELATED DISPUTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY CHOICE OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER STATE.

SECTION 7. Counterparts. This Agreement may be executed in any number of separate counterparts (including by facsimile or by electronic mail if in .pdf format) each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement.

SECTION 8. Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted assigns.

SECTION 9. Headings. The heading references herein are for convenience purposes only, do not constitute a part of this Amendment and shall not be deemed to alter or affect the meaning or interpretation of any provision hereof.

SECTION 10. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements or understandings.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.

CHANGE HEALTHCARE, INC.
By:	/s/ Gregory T. Stevens
	Name: Gregory T. Stevens
	Title: General Counsel and Secretary
CHANGE HEALTHCARE INTERMEDIATE HOLDINGS, INC.
By:	/s/ Gregory T. Stevens
	Name: Gregory T. Stevens
	Title: General Counsel and Secretary
CHANGE HEALTHCARE HOLDINGS, INC.
By:	/s/ Gregory T. Stevens
	Name: Gregory T. Stevens
	Title: General Counsel and Secretary

[Signature page to Amendment No. 1 to Stockholders’ Agreement and H&F Consent]

BLACKSTONE CAPITAL PARTNERS VI L.P.
By:	Blackstone Management Associates VI L.L.C.,
	its General Partner
By:	BMA VI L.L.C.,
	its Sole Member
By:	/s/ Neil P. Simpkins
	Name: Neil P. Simpkins
	Title: Senior Managing Director
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP VI-ESC L.P.
By:	BCP VI Side-By-Side GP, L.L.C.,
	its General Partner
By:	/s/ Neil P. Simpkins
	Name: Neil P. Simpkins
	Title: Senior Managing Director
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP VI L.P.
By:	BCP VI Side-By-Side GP, L.L.C., its General Partner
By:	/s/ Neil P. Simpkins
	Name: Neil P. Simpkins
	Title: Senior Managing Director

[Signature page to Amendment No. 1 to Stockholders’ Agreement and H&F Consent]

H&F HARRINGTON AIV II, L.P.
By:	Hellman & Friedman Investors VI, L.P.,
	its General Partner
By:	Hellman & Friedman LLC,
	its General Partner
By:	/s/ P. Hunter Philbrick
	Name: P. Hunter Philbrick
	Title: Managing Director
HFCP VI DOMESTIC AIV, L.P.
By:	Hellman & Friedman Investors VI, L.P.,
	its General Partner
By:	Hellman & Friedman LLC,
	its General Partner
By:	/s/ P. Hunter Philbrick
	Name: P. Hunter Philbrick
	Title: Managing Director
HELLMAN & FRIEDMAN INVESTORS VI, L.P.
By:	Hellman & Friedman LLC,
	its General Partner
By:	/s/ P. Hunter Philbrick
	Name: P. Hunter Philbrick
	Title: Managing Director

[Signature page to Amendment No. 1 to Stockholders’ Agreement and H&F Consent]

HELLMAN & FRIEDMAN CAPITAL EXECUTIVES VI, L.P.
By:	Hellman & Friedman Investors VI, L.P.,
	its General Partner
By:	Hellman & Friedman LLC,
	its General Partner
By:	/s/ P. Hunter Philbrick
	Name: P. Hunter Philbrick
	Title: Managing Director
HELLMAN & FRIEDMAN CAPITAL ASSOCIATES VI, L.P.
By:	Hellman & Friedman Investors VI, L.P.,
	its General Partner
By:	Hellman & Friedman LLC,
	its General Partner
By:	/s/ P. Hunter Philbrick
	Name: P. Hunter Philbrick
	Title: Managing Director

[Signature page to Amendment No. 1 to Stockholders’ Agreement and H&F Consent]