McKesson Corporation (NYSE:MCK) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On March1, 2017, McKesson Corporation, a Delaware corporation
(McKesson), and Change Healthcare Holdings, Inc., a Delaware
corporation (CHC), announced the completion (the Closing) of
their previously-announced agreement to create a new healthcare
information technology company, Change Healthcare LLC, a Delaware
limited liability company (Change Healthcare), to that certain
Agreement of Contribution and Sale, dated June28, 2016, by and
among McKesson, Change Healthcare, Change Healthcare Intermediate
Holdings, LLC (f/k/a PF2 NewCo Intermediate Holdings, LLC), a
Delaware limited liability company (Change Intermediate), Change
Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC), a
Delaware limited liability company (Change Holdings), HCIT
Holdings, Inc., a Delaware corporation (Echo), CHC, certain
affiliates of The Blackstone Group, L.P. (Blackstone) and certain
affiliates of Hellman Friedman LLC (HF), as amended by that
certain Amendment No.1 to Agreement of Contribution and Sale
dated March1, 2017 (as amended, the Contribution Agreement). The
press releases announcing the Closing and related matters were
filed by McKesson with its Current Report on Form 8-K filed on
March2, 2017.
In connection with the Closing, certain subsidiaries of McKesson
entered into a Third Amended and Restated Limited Liability
Company Agreement dated March1, 2017 (the LLC Agreement) with
Change Healthcare, Echo, and certain subsidiaries of Change
Healthcare, which will govern the rights and obligations of
McKessons subsidiaries and Echo in their roles as members of
Change Healthcare. The material terms of the LLC Agreement were
summarized in McKessons Current Report on Form 8-K filed on
July5, 2016, which summary is incorporated herein by reference.
The foregoing summary of the LLC Agreement does not purport to be
a complete description and is qualified in its entirety by
reference to the terms and conditions of the LLC Agreement, a
copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
ExhibitNo. |
Description |
|
| 2.1* |
Amendment No.1 to Agreement Contribution and Sale, dated as of March1, 2017, by and among by and among Change Healthcare LLC, Change Healthcare Intermediate Holdings, LLC, Change Healthcare Holdings, LLC, HCIT Holdings, Inc., Change Healthcare, Inc., a Delaware corporation, for itself and in its capacity as Echo Representative, certain affiliates of The Blackstone Group, L.P., certain affiliates of Hellman Friedman LLC, and McKesson Corporation, a Delaware corporation. |
|
| 10.1 |
Third Amended and Restated Limited Liability Company Agreement of Change Healthcare LLC, dated as of March1, 2017. |
| * |
The schedules and annexes to this agreement have been omitted from this filing to Item 601(b)(2) of RegulationS-K. McKesson agrees to furnish a copy of any omitted schedule or annex to the Securities and Exchange Commission upon request. |
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.
Date: March7, 2017
| McKesson Corporation | ||
| By: |
/s/ James A. Beer |
|
| James A. Beer | ||
| Executive Vice President and | ||
| Chief Financial Officer |
EXHIBIT INDEX
|
ExhibitNo. |
Description |
|
| 2.1* |
Amendment No.1 to Agreement Contribution and Sale, dated as of March1, 2017, by and among by and among Change Healthcare LLC, Change Healthcare Intermediate Holdings, LLC, Change Healthcare Holdings, LLC, HCIT Holdings, Inc., Change Healthcare, Inc., a Delaware corporation, for itself and in its capacity as Echo Representative, certain affiliates of The Blackstone Group, L.P., certain affiliates of Hellman Friedman LLC, and McKesson Corporation, a Delaware corporation. |
|
| 10.1 |
Third Amended and Restated Limited Liability Company Agreement of Change Healthcare LLC, dated as of March1, 2017. |
| * |
The schedules and annexes to this agreement have been omitted from this filing |
About McKesson Corporation (NYSE:MCK)
McKesson Corporation (McKesson) is engaged in delivering pharmaceuticals, medical supplies and healthcare information technology. The Company operates through two segments: McKesson Distribution Solutions and Technology Solutions. The McKesson Distribution Solutions segment distributes drugs and equipment, and health and beauty care products across North America and internationally. The Distribution Solutions segment provides pharmaceutical solutions for biotech and pharmaceutical manufacturers, and practice management, technology, clinical support and business solutions to oncology and other specialty practices operating in the community setting. The Technology Solutions segment delivers clinical, patient care, financial, supply chain and strategic management software solutions, as well as connectivity, outsourcing and other services. Its McKesson Health Solutions portfolio includes ClarityQx, which is a payment technology. McKesson Corporation (NYSE:MCK) Recent Trading Information
McKesson Corporation (NYSE:MCK) closed its last trading session down -3.00 at 147.24 with 2,301,459 shares trading hands.
