SAN FRANCISCO and NASHVILLE, Tenn., Jan. 30, 2017 /PRNewswire/ -- Change Healthcare, LLC, the new healthcare information technology company planned to be created by combining substantially all of the business of Change Healthcare Holdings, Inc. ("Legacy CHC") and the majority of McKesson Technology Solutions businesses, intends to offer (through its subsidiaries), subject to market and other conditions, $1,235,000,000 in aggregate principal amount of its senior notes due 2025 (the "Senior Notes"). Change Healthcare intends to use the net proceeds of the offering of the Senior Notes, together with borrowings under new senior secured credit facilities, to fund the consummation of the transactions under the previously announced Agreement of Contribution and Sale dated June 28, 2016 (the "Contribution Agreement"), including to make closing cash payments to the Legacy CHC stockholders and McKesson, repay existing debt of Legacy CHC and pay transaction-related expenses.
The Senior Notes are being offered in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States only to non-U.S. investors pursuant to Regulation S. The Senior Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the Senior Notes or any other security and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful.
Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including statements regarding the ability to consummate the Senior Notes offering on the terms described or at all; the expected timing of the completion of the transactions under the Contribution Agreement; the ability to complete such transactions considering the various closing conditions; the expected benefits and costs of such transactions; any projections of earnings, revenues, synergies or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding product or service developments, extensions or integration; any statements of expectation or belief; any statements regarding general industry conditions and competition; any statements regarding economic conditions; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include risks related to the timing or ultimate completion of the transactions under the Contribution Agreement, as it is subject to closing conditions; the possibility that expected benefits may not materialize as expected; the ability to successfully implement integration strategy for the new company; as well as the ability to ensure continued performance or market growth of McKesson's, Legacy CHC's and Change Healthcare's products and services. These risks, uncertainties and other factors, and the general risks associated with the respective businesses of McKesson and Legacy CHC described in the reports and other documents submitted by each of them to the Securities and Exchange Commission, could cause actual results to differ materially from those referred to in the forward-looking statements. All forward-looking statements are based on information currently available to McKesson and Legacy CHC and are qualified in their entirety by this cautionary statement. You are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date such statements were first made. Except to the extent required by law, neither McKesson nor Legacy CHC assumes any obligation to update any such forward-looking statements or other statements included in this press release.
Advertisement
The Senior Notes are being offered in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States only to non-U.S. investors pursuant to Regulation S. The Senior Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.
Advertisement
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the Senior Notes or any other security and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful.
Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including statements regarding the ability to consummate the Senior Notes offering on the terms described or at all; the expected timing of the completion of the transactions under the Contribution Agreement; the ability to complete such transactions considering the various closing conditions; the expected benefits and costs of such transactions; any projections of earnings, revenues, synergies or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding product or service developments, extensions or integration; any statements of expectation or belief; any statements regarding general industry conditions and competition; any statements regarding economic conditions; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include risks related to the timing or ultimate completion of the transactions under the Contribution Agreement, as it is subject to closing conditions; the possibility that expected benefits may not materialize as expected; the ability to successfully implement integration strategy for the new company; as well as the ability to ensure continued performance or market growth of McKesson's, Legacy CHC's and Change Healthcare's products and services. These risks, uncertainties and other factors, and the general risks associated with the respective businesses of McKesson and Legacy CHC described in the reports and other documents submitted by each of them to the Securities and Exchange Commission, could cause actual results to differ materially from those referred to in the forward-looking statements. All forward-looking statements are based on information currently available to McKesson and Legacy CHC and are qualified in their entirety by this cautionary statement. You are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date such statements were first made. Except to the extent required by law, neither McKesson nor Legacy CHC assumes any obligation to update any such forward-looking statements or other statements included in this press release.
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/change-healthcare-announces-offering-of-its-senior-notes-due-2025-300398620.html
SOURCE Change Healthcare, LLC
