Amendment No. 3 to Schedule TO-I

0001193125-20-068781.txt : 20200310 0001193125-20-068781.hdr.sgml : 20200310 20200310161756 ACCESSION NUMBER: 0001193125-20-068781 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20200310 DATE AS OF CHANGE: 20200310 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCKESSON CORP CENTRAL INDEX KEY: 0000927653 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 943207296 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44207 FILM NUMBER: 20701742 BUSINESS ADDRESS: STREET 1: 6555 STATE HIGHWAY 161 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 972-446-4800 MAIL ADDRESS: STREET 1: 6555 STATE HIGHWAY 161 CITY: IRVING STATE: TX ZIP: 75039 FORMER COMPANY: FORMER CONFORMED NAME: MCKESSON HBOC INC DATE OF NAME CHANGE: 19990115 FORMER COMPANY: FORMER CONFORMED NAME: MCKESSON CORP DATE OF NAME CHANGE: 19950209 FORMER COMPANY: FORMER CONFORMED NAME: SP VENTURES INC DATE OF NAME CHANGE: 19940728 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCKESSON CORP CENTRAL INDEX KEY: 0000927653 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 943207296 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 6555 STATE HIGHWAY 161 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 972-446-4800 MAIL ADDRESS: STREET 1: 6555 STATE HIGHWAY 161 CITY: IRVING STATE: TX ZIP: 75039 FORMER COMPANY: FORMER CONFORMED NAME: MCKESSON HBOC INC DATE OF NAME CHANGE: 19990115 FORMER COMPANY: FORMER CONFORMED NAME: MCKESSON CORP DATE OF NAME CHANGE: 19950209 FORMER COMPANY: FORMER CONFORMED NAME: SP VENTURES INC DATE OF NAME CHANGE: 19940728 SC TO-I/A 1 d880776dsctoia.htm AMENDMENT NO. 3 TO SCHEDULE TO-I Amendment No. 3 to Schedule TO-I

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO-I/A

(Amendment No. 3)

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

McKESSON CORPORATION

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Stock, $0.01 Par Value

(Title of Class of Securities)

58155Q103

(CUSIP Number of Class of Securities)

Lori A. Schechter

McKesson Corporation

6555 State Hwy 161

Irving, TX 75039

Telephone: (972) 446-4800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Alan F. Denenberg

Davis Polk & Wardwell LLP

1600 El Camino Real

Menlo Park, CA 94025

Telephone: (650) 752-2000

CALCULATION OF FILING FEE


Transaction Valuation⁽¹⁾		Amount of Filing Fee⁽²⁾
$2,776,324,153.80		$360,366.88

(1)

Estimated solely for calculating the filing fee, based on the average of the high and low prices of shares of common stock, par value $0.001, of Change Healthcare Inc. (as reported on the Nasdaq Global Select Market (“Nasdaq”) on February 4, 2020) into which shares of common stock, par value $0.001, of PF2 SpinCo, Inc. (“SpinCo”) being offered in exchange for shares of common stock, par value $0.01, of McKesson Corporation will be converted, and paid in connection with Change Healthcare Inc.’s Registration Statement on Form S-4, which was initially filed on February 4, 2020 (Registration No. 333-236234) (the “Change Form S-4”), calculated as set forth therein, relating to the transactions described in this Schedule TO.

(2)	The amount of the filing fee has been calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, in connection with the Change Form S-4, as set forth therein.

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

Amount Previously Paid: $364,022

Filing Party: Change Healthcare Inc.

Form or Registration No.: Registration Statement on

Form S-4 (No. 333-236234).

Date Filed: February 4, 2020

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transaction to which the statement relates:

☐

third-party tender offer subject to Rule 14d-1

☒

issuer tender offer subject to Rule 13e-4

☐

going-private transaction subject to Rule 13e-3

☐

amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Schedule TO filed by McKesson Corporation (the “McKesson” or the “Company”) with the Securities and Exchange Commission (“SEC”) on February 10, 2020, as amended by Amendment No. 1 to the Schedule TO, filed with the SEC on February 14, 2020, and Amendment No. 2 to the Schedule TO, filed with the SEC on March 5, 2020 (as so amended, the “Schedule TO”).

This Schedule TO relates to the offer by the Company to exchange all shares of common stock, par value $0.001 per share (the “SpinCo Common Stock”), of its wholly owned subsidiary, PF2 SpinCo, Inc. (“SpinCo”), a Delaware corporation, for shares of the Company’s common stock, par value $0.01 per share (the “McKesson Common Stock”), that are validly tendered and not properly withdrawn prior to the expiration of the Exchange Offer (as defined below). As promptly as practicable following completion of the Exchange Offer and, if the Exchange Offer is consummated but is not fully subscribed or if the Exchange Offer is consummated but not all of the shares of SpinCo Common Stock owned by the Company are exchanged due to the upper limit being reached, a subsequent pro rata dividend of all the remaining shares of SpinCo Common Stock owned by the Company to the holders of shares of McKesson Common Stock immediately following the consummation of the Exchange Offer, based on the relative number of shares of McKesson Common Stock held by such holders, excluding those shares of McKesson Common Stock that have been validly tendered and accepted for exchange in the Exchange Offer (the “Spin-off”), SpinCo will merge with and into Change Healthcare Inc. (“Change”), a Delaware corporation, with Change surviving the merger (the “Merger”). Pursuant to the Merger, each share of SpinCo Common Stock will automatically convert into one share of Change’s common stock, par value $0.001 per share (the “Change Common Stock”), on the terms and subject to the conditions set forth in the Prospectus-Offer to Exchange, as amended on February 14, 2020 (as amended or supplemented, the “Prospectus”), the Letter of Transmittal and the instructions to the Letter of Transmittal included therein, copies of which are attached hereto as Exhibit (a)(1)(i) (which, together with any amendments or supplements thereto, collectively constitute the “Exchange Offer”).

In connection with the Exchange Offer, SpinCo has filed under the Securities Act of 1933, as amended (the “Securities Act”), a registration statement on Form S-4 and Form S-1 (Registration No. 333-236236) (the “SpinCo Registration Statement”) to register the shares of SpinCo Common Stock offered in exchange for shares of McKesson Common Stock tendered in the Exchange Offer and to be distributed in any Spin-off. Change has also filed under the Securities Act a registration statement on Form S-4 (Registration No. 333-236234) (the “Change Registration Statement”) to register the shares of Change Common Stock into which shares of SpinCo Common Stock will be converted in the Merger. The SpinCo Registration Statement and the Change Registration Statement both include the Prospectus, which is a joint prospectus of SpinCo and Change relating to the Exchange Offer, the Spin-off and the Merger. The SpinCo Registration Statement and the Change Registration were each declared effective by the SEC on February 28, 2020.

The information set forth in the Prospectus and the Letter of Transmittal and the instructions to the Letter of Transmittal included therein are incorporated herein by reference in response to all the items of this Schedule TO, except as otherwise set forth below.

This Amendment No. 3 shall be read together with the Schedule TO. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule TO.

Item 4.

Terms of the Transaction.

Item 4(a) of the Schedule TO, which incorporates by reference the information contained in the Exchange Offer, is hereby amended and supplemented by adding the following thereto:

(a) Material Terms.

The Exchange Offer expired at 11:59 p.m., New York City time, on March 9, 2020. Under the terms of the Exchange Offer, 11.4086 shares of SpinCo Common Stock will be exchanged for each share of McKesson Common Stock accepted in the Exchange Offer.

According to the exchange agent for the Exchange Offer, Equiniti Trust Company, 98,165,418 shares of McKesson Common Stock were tendered prior to the expiration of the Exchange Offer, including 65,256,714 shares of McKesson Common Stock validly tendered and not validly withdrawn and 32,908,704 shares of McKesson Common Stock that were tendered by notice of guaranteed delivery. McKesson has accepted 15,426,537 of the tendered shares in exchange for 175,995,192 shares of SpinCo Common Stock owned by McKesson. Because the Exchange Offer was oversubscribed, McKesson accepted tendered shares of McKesson Common Stock on a pro rata basis in proportion to the total number of shares tendered and not validly withdrawn. Holders of McKesson Common Stock who owned fewer than 100 shares of McKesson Common Stock, or an “odd lot,” and who validly tendered all of their shares, will not be subject to proration in accordance with the terms of the Exchange Offer.

Based on the total number of shares of McKesson Common Stock reported to be tendered prior to the expiration of the Exchange Offer, it is estimated that approximately 14.70% of the tendered shares of McKesson Common Stock that are subject to proration will be exchanged, assuming all shares tendered by guaranteed delivery procedures are delivered under the terms of the Exchange Offer. This preliminary proration factor is subject to change based on the number of tendered shares that satisfy the guaranteed delivery procedures.

McKesson expects to announce the final proration factor as soon as possible following the expiration of the guaranteed delivery period, which will occur on March 11, 2020. Promptly after the final proration factor is announced, shares of McKesson Common Stock tendered but not accepted for exchange will be returned to the tendering shareholders in book-entry form. Also at that time, the exchange agent for the Exchange Offer will deliver to Change’s transfer agent a final shareholder list for SpinCo Common Stock received by tendering holders of McKesson Common Stock whose shares were accepted for exchange in the Exchange Offer. Change’s transfer agent will use the final shareholder list to credit such shareholders with an equal number of whole shares of Change Common Stock. Fractional shares of Change Common Stock due to tendering holders of McKesson Common Stock will be aggregated and sold in the open market by Change’s transfer agent. Checks in lieu of fractional shares will thereafter be delivered to such tendering holders of McKesson Common Stock by Change’s transfer agent.

Immediately following the consummation of the Exchange Offer, the Merger closed effective as of approximately 8:00 a.m., New York City time, on March 10, 2020. In the Merger, each whole share of SpinCo Common Stock outstanding immediately following the Exchange Offer was converted into one share of Change Common Stock (with stockholders entitled to cash in lieu of fractional shares).

On March 10, 2020, McKesson issued a press release announcing the consummation and preliminary results of the Exchange Offer, a copy of which is attached as Exhibit (a)(1)(xxiii) hereto and is incorporated herein by reference.

On March 10, 2020, McKesson issued a press release announcing the consummation of the Merger, a copy of which is attached as Exhibit (a)(5)(xxiv) hereto and is incorporated herein by reference.

Item 12.

Exhibits.

Item 12 of the Schedule TO is hereby amended and restated as follows:


Exhibit Number		Description

(a)(1)(i)		Form of Letter of Transmittal and Instructions for Letter of Transmittal (incorporated by reference to Exhibit 99.1 to the Registration Statement)

(a)(1)(ii)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.2 to the Registration Statement)

(a)(1)(iv)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees (incorporated by reference to Exhibit 99.3 to the Registration Statement)

(a)(1)(v)		Form of Notice of Guaranteed Delivery for McKesson Common Stock (incorporated by reference to Exhibit 99.4 to the Registration Statement)

(a)(1)(vi)		Form of Notice of Withdrawal of McKesson Common Stock (incorporated by reference to Exhibit 99.5 to the Registration Statement)

(a)(1)(vii)		Form of Letter to McKesson 401(k) Plan Participants (incorporated by reference to Exhibit 99.6 to the Registration Statement)

(a)(2)		None

(a)(3)		None

(a)(4)(i)		Prospectus, as amended on February 14, 2020 (incorporated by reference to Amendment No. 2 to the Registration Statement)

(a)(4)(ii)		Supplement to Prospectus, dated February 14, 2020

(a)(5)(i)*		Press Release by McKesson Corporation, dated February 10, 2020, announcing the commencement of the Exchange Offer

(a)(5)(ii)		Text of the website that is being maintained in connection with the Exchange Offer, updated on February 10, 2020 (incorporated by reference to McKesson Corporation’s Form 425 filed with the SEC on February 11, 2020)

(a)(5)(iii)		Text of the website that is being maintained in connection with the Exchange Offer, updated on February 11, 2020 (incorporated by reference to McKesson Corporation’s Form 425 filed with the SEC on February 11, 2020)



(a)(5)(iv)		Text of the website that is being maintained in connection with the Exchange Offer, updated on February 12, 2020 (incorporated by reference to McKesson Corporation’s Form 425 filed with the SEC on February 12, 2020)

(a)(5)(v)		Text of the website that is being maintained in connection with the Exchange Offer, updated on February 13, 2020 (incorporated by reference to McKesson Corporation’s Form 425 filed with the SEC on February 13, 2020)

(a)(5)(vi)		Text of the website that is being maintained in connection with the Exchange Offer, updated on February 14, 2020 (incorporated by reference to McKesson Corporation’s Form 425 filed with the SEC on February 14, 2020)

(a)(5)(vii)		Text of the website that is being maintained in connection with the Exchange Offer, updated on February 18, 2020 (incorporated by reference to McKesson Corporation’s Form 425 filed with the SEC on February 18, 2020)

(a)(5)(viii)		Text of the website that is being maintained in connection with the Exchange Offer, updated on February 19, 2020 (incorporated by reference to McKesson Corporation’s Form 425 filed with the SEC on February 19, 2020)

(a)(5)(ix)		Text of the website that is being maintained in connection with the Exchange Offer, updated on February 20, 2020 (incorporated by reference to McKesson Corporation’s Form 425 filed with the SEC on February 20, 2020)

(a)(5)(x)		Text of the website that is being maintained in connection with the Exchange Offer, updated on February 21, 2020 (incorporated by reference to McKesson Corporation’s Form 425 filed with the SEC on February 21, 2020)

(a)(5)(xi)		Text of the website that is being maintained in connection with the Exchange Offer, updated on February 24, 2020 (incorporated by reference to McKesson Corporation’s Form 425 filed with the SEC on February 24, 2020)

(a)(5)(xii)		Text of the website that is being maintained in connection with the Exchange Offer, updated on February 25, 2020 (incorporated by reference to McKesson Corporation’s Form 425 filed with the SEC on February 25, 2020)

(a)(5)(xiii)		Text of the website that is being maintained in connection with the Exchange Offer, updated on February 26, 2020 (incorporated by reference to McKesson Corporation’s Form 425 filed with the SEC on February 26, 2020)

(a)(5)(xiv)		Text of the website that is being maintained in connection with the Exchange Offer, updated on February 27, 2020 (incorporated by reference to McKesson Corporation’s Form 425 filed with the SEC on February 27, 2020)

(a)(5)(xv)		Text of the website that is being maintained in connection with the Exchange Offer, updated on February 28, 2020 (incorporated by reference to McKesson Corporation’s Form 425 filed with the SEC on February 28, 2020)

(a)(5)(xvi)		Text of the website that is being maintained in connection with the Exchange Offer, updated on March 2, 2020 (incorporated by reference to McKesson Corporation’s Form 425 filed with the SEC on March 2, 2020)

(a)(5)(xvii)		Text of the website that is being maintained in connection with the Exchange Offer, updated on March 3, 2020 (incorporated by reference to McKesson Corporation’s Form 425 filed with the SEC on March 3, 2020)

(a)(5)(xviii)		Text of the website that is being maintained in connection with the Exchange Offer, updated on March 4, 2020 (incorporated by reference to McKesson Corporation’s Form 425 filed with the SEC on March 4, 2020)

(a)(5)(xix)		Text of the website that is being maintained in connection with the Exchange Offer, updated on March 5, 2020 (incorporated by reference to McKesson Corporation’s Form 425 filed with the SEC on March 5, 2020)

(a)(5)(xx)		Press Release by McKesson Corporation, dated March 5, 2020, announcing the final exchange ratio for the Exchange Offer (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by McKesson Corporation with the Securities and Exchange Commission on March 5, 2020)

(a)(5)(xxi)		Text of the website that is being maintained in connection with the Exchange Offer, updated on March 6, 2020 (incorporated by reference to McKesson Corporation’s Form 425 filed with the SEC on March 6, 2020)

(a)(5)(xxii)		Text of the website that is being maintained in connection with the Exchange Offer, updated on March 9, 2020 (incorporated by reference to McKesson Corporation’s Form 425 filed with the SEC on March 9, 2020)

(a)(5)(xxiii)		Press Release by McKesson Corporation, dated March 10, 2020, announcing the consummation and preliminary results of the Exchange Offer

(a)(5)(xxiv)		Press Release by McKesson Corporation, dated March 10, 2020, announcing the consummation of the Merger

(b)		None

(c)		None

(d)(i)		Agreement and Plan of Merger, dated as of December 20, 2016, among Change Healthcare Inc. (formerly HCIT Holdings, Inc.), McKesson Corporation and PF2 SpinCo, Inc. (formerly PF2 SpinCo LLC) (incorporated by reference to Exhibit 2.1 to the Registration Statement)



(d)(ii)		Agreement of Contribution and Sale, dated as of June 28, 2016, by and among McKesson Corporation, Change Healthcare Inc. (formerly HCIT Holdings, Inc.), Change Healthcare Performance, Inc. (formerly Change Healthcare, Inc.), PF2 NewCo LLC, PF2 NewCo Intermediate Holdings, LLC, PF2 NewCo Holdings, LLC, Change Aggregator L.P., H&F Echo Holdings, L.P. (incorporated by reference to Exhibit 2.2 to the Registration Statement)

(d)(iii)		Amendment No. 1 to Agreement of Contribution and Sale, dated as of March 1, 2017, by and among Change Healthcare Inc. (formerly HCIT Holdings, Inc.), Change Healthcare Performance, Inc. (formerly Change Healthcare, Inc.), Change Healthcare LLC (formerly PF2 NewCo LLC), Change Healthcare Intermediate Holdings, LLC (formerly PF2 NewCo Intermediate Holdings, LLC), Change Healthcare Holdings, LLC (formerly PF2 NewCo Holdings, LLC), certain affiliates of The Blackstone Group, L.P., certain affiliates of Hellman & Friedman LLC and McKesson Corporation (incorporated by reference to Exhibit 2.3 to the Registration Statement)

(d)(iv)		Separation and Distribution Agreement, dated as of February 10, 2020, by and between McKesson Corporation, PF2 SpinCo, Inc., Change Healthcare Inc., Change Healthcare LLC, Change Healthcare Intermediate Holdings, LLC and Change Healthcare Holdings, LLC (incorporated by reference to Exhibit 2.4 to the Registration Statement)

(d)(v)		Third Amended and Restated Limited Liability Company Agreement of Change Healthcare LLC, dated as of March 1, 2017 (incorporated by reference to Exhibit 10.1 to the Registration Statement)

(d)(vi)		Tax Receivable Agreement, dated as of March 1, 2017, among Change Healthcare LLC, PF2 IP LLC, PF2 PST Services, Inc., McKesson Corporation and Change Healthcare Inc. (formerly HCIT Holdings, Inc.) (incorporated by reference to Exhibit 10.2 to the Registration Statement)

(d)(vii)		Registration Rights Agreement, dated as of March 1, 2017, among Change Healthcare LLC, the Company Parties, the MCK Members, the Sponsor Holders (each, as defined therein) and Change Healthcare Inc. (formerly HCIT Holdings, Inc.) (incorporated by reference to Exhibit 10.8 to the Registration Statement)

(d)(viii)		Stockholders Agreement, dated as of March 1, 2017, among Change Healthcare Inc. (formerly HCIT Holdings, Inc.), Change Healthcare LLC, McKesson Corporation and the Sponsors, Other Investors and Managers named therein (incorporated by reference to Exhibit 10.9 to the Registration Statement)

(d)(ix)		Form of Tax Matters Agreement between McKesson Corporation, PF2 SpinCo Inc., Change Healthcare Inc., Change Healthcare LLC, and Change Healthcare Holdings, LLC (incorporated by reference to Exhibit 10.16 of the Registration Statement)

(d)(x)		Amended and Restated Letter Agreement Relating to Agreement of Contribution and Sale, dated as of September 28, 2018, among McKesson Corporation, the McK Members (as defined therein), Change Healthcare Inc. (formerly HCIT Holdings, Inc.), Change Healthcare LLC and Change Healthcare Holdings LLC (incorporated by reference to Exhibit 10.17 of the Registration Statement)

(d)(xi)		Transition Services Agreement, dated as of March 1, 2017, between McKesson Corporation and Change Healthcare LLC (McKesson Corporation as service provider to Change Healthcare LLC) (incorporated by reference to Exhibit 10.19 of the Registration Statement)

(d)(xii)		Transition Services Agreement, dated as of March 1, 2017, between McKesson Corporation and Change Healthcare LLC (Change Healthcare LLC as service provider to McKesson Corporation) (incorporated by reference to Exhibit 10.20 of the Registration Statement)

(d)(xiii)		Transition Services Agreement, dated as of March 1, 2017, between McKesson Corporation and Change Healthcare LLC (Change Healthcare LLC as service provider to the McKesson EIS Business (as defined therein)) (incorporated by reference to Exhibit 10.21 of the Registration Statement)

(d)(xiv)		Transition Services Agreement, dated as of March 1, 2017, between McKesson Corporation and Change Healthcare LLC (McKesson Corporation as service provider on behalf of the McKesson EIS Business (as defined therein) to Change Healthcare LLC) (incorporated by reference to Exhibit 10.22 of the Registration Statement)

(d)(xv)		Cross License Agreement, dated as of March 1, 2017, by and among Change Healthcare LLC (formerly PF2 NewCo LLC), eRx Network, LLC and McKesson Corporation (incorporated by reference to Exhibit 10.23 of the Registration Statement)



(d)(xvi)		Waiver and Amendment by and among Change Healthcare Inc., Change Healthcare LLC, McKesson Corporation, Change Healthcare Solutions, LLC and the requisite holders of Echo Shares to Stockholders Agreement, by and among Change Healthcare Inc. (formerly HCIT Holdings, Inc.), Change Healthcare LLC, McKesson Corporation and the Sponsors, Other Investors and Managers named therein, dated as of March 1, 2017, Third Amended and Restated Limited Liability Company Agreement of Change Healthcare LLC, dated as of March 1, 2017 and Option to Enter into a Purchase Agreement by and among the Connect Parties named therein, the Company Parties named therein, the Sponsors named therein and the Echo Shareholders named therein, dated as of February 28, 2017 (incorporated by reference to Exhibit 10.30 of the Registration Statement)

(e)		None

(f)		None

(g)		None

(h)(i)		Opinion of Davis Polk & Wardwell LLP as to certain tax matters related to the Distribution (incorporated by reference to Exhibit 8.1 to the Registration Statement)

(h)(ii)		Opinion of Davis Polk & Wardwell LLP as to certain tax matters related to the Merger (incorporated by reference to Exhibit 8.2 to the Registration Statement)

*	previously filed

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 10, 2020


McKesson Corporation

By:		/s/ Britt J. Vitalone
Name:		Britt J. Vitalone
Title:		Executive Vice President and Chief Financial Officer

[Signature Page to SC-TO-I/A]

EX-99.(A)(5)(XXIII) 2 d880776dex99a5xxiii.htm EX-(A)(5)(XXIII) EX-(a)(5)(xxiii)

Exhibit (a)(5)(xxiii)

LOGO

McKESSON ANNOUNCES PRELIMINARY RESULTS OF EXCHANGE OFFER

IRVING, TEXAS — March 10, 2020 — McKesson Corporation (NYSE:MCK) today announced that its previously announced offer to stockholders to exchange their shares of McKesson common stock on a per-share-basis for 11.4086 shares of PF2 SpinCo, Inc. (“SpinCo”) common stock expired at 11:59 p.m., New York City time, on March 9, 2020 and, based on preliminary results, the exchange offer was oversubscribed. The exchange offer to split-off SpinCo, which holds McKesson’s interest in Change Healthcare LLC (“Change Healthcare”), is part of McKesson’s agreement with Change Healthcare Inc. (NASDAQ:CHNG) (“Change”) to merge SpinCo with and into Change (the “Merger”).

According to the exchange agent for the exchange offer, Equiniti Trust Company, 98,165,418 shares of McKesson common stock were tendered prior to the expiration of the exchange offer, including 65,256,714 shares of McKesson common stock validly tendered and 32,908,704 shares of McKesson common stock that were tendered by notice of guaranteed delivery. McKesson has accepted 15,426,537 of the tendered shares of McKesson common stock in exchange for 175,995,192 shares of SpinCo common stock.

Immediately following the consummation of the exchange offer, and by means of the merger of SpinCo with and into Change, each outstanding share of SpinCo common stock will be converted into one share of Change common stock (with cash in lieu of fractional shares).

Because the exchange offer was oversubscribed, McKesson accepted tendered shares of McKesson common stock on a pro rata basis in proportion to the total number of shares tendered and not validly withdrawn. Stockholders who owned fewer than 100 shares of McKesson common stock, or an “odd lot,” and who validly tendered all of their shares are not subject to proration in accordance with the terms of the exchange offer.

Based on the total number of shares of McKesson common stock that were reported as tendered prior to the expiration of the exchange offer, it is estimated that approximately 14.70% of the tendered shares of McKesson common stock that are subject to proration will be exchanged for shares of SpinCo common stock, assuming all shares tendered by guaranteed delivery procedures are delivered under the terms of the exchange offer. The preliminary proration factor is subject to change based on the number of tendered shares that satisfy the guaranteed delivery procedures.

transfer agent a final stockholder list for SpinCo common stock to be received by tendering McKesson stockholders whose shares were accepted for exchange in the exchange offer. Change’s transfer agent will use the final stockholder list to credit such tendering McKesson stockholders with whole shares of Change common stock. Fractional shares of Change common stock deliverable to tendering McKesson common stock holders will be aggregated and sold in the open market by Change’s transfer agent, or otherwise as reasonably directed by McKesson within 20 business days after the effective time of the Merger. Checks in lieu of fractional shares will thereafter be delivered to such tendering McKesson common stock stockholders by Change’s transfer agent, after deducting any required withholding taxes and brokerage charges, commissions and transfer taxes, on a pro rata basis, without interest, as soon as practicable.

In connection with the transactions, Goldman Sachs & Co. LLC is acting as financial advisor and Davis Polk & Wardwell LLP is acting as legal advisor to McKesson.

Forward-Looking Statements

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.

About McKesson Corporation

McKesson Corporation is a global leader in healthcare supply chain management solutions, retail pharmacy, community oncology and specialty care, and healthcare information technology. McKesson partners with pharmaceutical manufacturers, providers, pharmacies, governments and other organizations in healthcare to help provide the right medicines, medical products and healthcare services to the right patients at the right time, safely and cost-effectively. United by our ICARE shared principles, our employees work every day to innovate and deliver opportunities that make our customers and partners more successful — all for the better health of patients. McKesson has been named a “Most Admired Company” in the healthcare wholesaler category by FORTUNE, a “Best Place to Work” by the Human Rights Campaign Foundation, and a top military-friendly company by Military Friendly. For more information, visit www.mckesson.com.

PR Contacts

Holly Weiss

Investors

972-969-9174

Holly.Weiss@McKesson.com

David Matthews

Media

214-952-0833

David.Matthews@McKesson.com

EX-99.(A)(5)(XXIV) 3 d880776dex99a5xxiv.htm EX-(A)(5)(XXIV) EX-(a)(5)(xxiv)

Exhibit (a)(5)(xxiv)

LOGO

McKESSON COMPLETES SPLIT-OFF OF ITS INTEREST IN CHANGE HEALTHCARE

McKesson will host a conference call on Tuesday, March 17^th at 4:30 PM Eastern Time to discuss the completion of the split-off

IRVING, TEXAS — March 10, 2020 — McKesson Corporation (NYSE:MCK) today announced the completion of the split-off of PF2 SpinCo, Inc. (“SpinCo”), which held McKesson’s interest in Change Healthcare LLC (“Change Healthcare”) and which was merged with and into Change Healthcare Inc. (NASDAQ:CHNG) (“Change”) through a “Reverse Morris Trust” transaction. The closing of the merger followed the previously announced expiration of McKesson’s exchange offer. As a result of the merger, participating McKesson stockholders will receive one share of Change common stock in exchange for each whole share of SpinCo common stock they received in the exchange offer.

“We are pleased to have successfully completed the exit of our investment in Change Healthcare, in line with our stated objective of unlocking value for our shareholders,” said Brian Tyler, chief executive officer, McKesson. “We are excited to move forward and execute against our strategic growth initiatives as a more focused organization, and believe McKesson is well positioned with a broad set of differentiated assets and capabilities.”

The transactions enabled McKesson to reduce the number of its shares of outstanding common stock by 15,426,537 shares. The exchange offer and merger are expected to be tax-free to participating McKesson stockholders for U.S. federal income tax purposes except to the extent of any cash received in lieu of fractional shares of Change common stock.

McKesson will host a conference call on Tuesday, March 17^th at 4:30 PM Eastern Time to discuss the completion of the split-off. 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’.

In connection with the transactions, Goldman Sachs & Co. LLC is acting as financial advisor and Davis Polk & Wardwell LLP is acting as legal advisor to McKesson.

Forward-Looking Statements

This press release 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 release 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 release 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 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.

About McKesson Corporation

safely and cost-effectively. United by our ICARE shared principles, our employees work every day to innovate and deliver opportunities that make our customers and partners more successful — all for the better health of patients. McKesson has been named a “Most Admired Company” in the healthcare wholesaler category by FORTUNE, a “Best Place to Work” by the Human Rights Campaign Foundation, and a top military-friendly company by Military Friendly. For more information, visit www.mckesson.com.

PR Contacts

Holly Weiss

Investors

972-969-9174

Holly.Weiss@McKesson.com

David Matthews

Media

214-952-0833

David.Matthews@McKesson.com

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