What is the final exchange ratio for the Change Healthcare separation?

The final exchange ratio is 11.4086 shares of PF2 SpinCo, Inc. (SpinCo) common stock for each share of McKesson common stock that is validly tendered and accepted for exchange. This SpinCo stock will then be converted into Change Healthcare Inc. common stock.

When does the Exchange Offer expire?

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 by McKesson.

What happens if more McKesson shares are tendered than accepted?

If the Exchange Offer is oversubscribed, it will be subject to proration. This means that the number of McKesson shares accepted for exchange may be fewer than the total number of shares tendered by shareholders.

Where can I find more information about the Exchange Offer and the transactions?

Important information is available in the Schedule TO filed by McKesson, and registration statements on Form S-4 and S-1 filed by SpinCo and Change Healthcare. These documents, along with any amendments, can be accessed free of charge on the SEC's website (www.sec.gov) or through the websites of McKesson (www.mckesson.com) and Change Healthcare (www.changehealthcare.com). For specific questions about the exchange offer or participation, investors can contact the information agent, D.F. King & Co., at 1-866-304-5477.

MCK 8-K SEC Disclosure

Summary

McKesson Corporation (MCK) has filed an 8-K to announce the final exchange ratio for its previously announced Exchange Offer related to the separation of its interest in Change Healthcare LLC. The final ratio has been set at 11.4086 shares of PF2 SpinCo, Inc. (SpinCo) common stock for each share of McKesson common stock tendered and accepted. This SpinCo stock will then be converted into shares of Change Healthcare Inc. common stock upon completion of a merger between SpinCo and Change Healthcare. This filing is significant for McKesson shareholders as it provides a key detail for the ongoing separation and spin-off transaction. Investors should note that the Exchange Offer is subject to customary closing conditions and potential proration if oversubscribed. The offer is set to expire on March 9, 2020, unless extended. This action is a crucial step in McKesson's strategic move to divest its stake in Change Healthcare, aiming to streamline its operations and focus on its core businesses.

Key Highlights

1McKesson announced the final exchange ratio of 11.4086 shares of SpinCo common stock per McKesson common stock tendered.
2The Exchange Offer is part of McKesson's separation from Change Healthcare LLC.
3Upon completion, tendered McKesson shares will result in the issuance of SpinCo shares, which will be immediately converted into Change Healthcare Inc. common stock via a merger.
4The Exchange Offer is subject to customary closing conditions and may be subject to proration if oversubscribed.
5The Exchange Offer is scheduled to expire on March 9, 2020, unless extended or terminated.
6Relevant filings, including registration statements and the exchange offer prospectus, are available on the SEC website and McKesson's/Change Healthcare's websites.
7The company has provided contact information for the information agent (D.F. King & Co.) for questions regarding the exchange offer.

MCKESSON CORP 8-K Report, Corporate Update (Mar 6, 2020)

Summary

Key Highlights

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