As filed with the Securities and Exchange Commission on February 25, 2020.
Registration No. 333-236234
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 3
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Change Healthcare Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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7374
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82-2152098
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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3055 Lebanon Pike, Suite 1000
Nashville, Tennessee 37214
(615) 932-3000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Neil E. de Crescenzo
President and Chief Executive Officer
Change Healthcare Inc.
3055 Lebanon Pike, Suite 1000
Nashville, Tennessee 37214
Telephone: 615-932-3000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
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Joshua Ford Bonnie
William R. Golden III
Simpson Thacher & Bartlett LLP
900 G Street, N.W.
Washington, D.C. 20001
Telephone: (202) 636-5500
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Lori A. Schechter
McKesson Corporation
6555 State Hwy 161
Irving, TX 75039
Telephone: (972) 446-4800
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Alan F. Denenberg
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo Park, CA 94025
Telephone: (650) 752-2000
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Craig E. Marcus
Tara Fisher
Ropes & Gray LLP
Prudential Tower
800
Boylston Street
Boston, MA 02199
Telephone: (617) 951-7000
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Approximate date of commencement of proposed sale of
the securities to the public: As soon as possible following the effective date of the registration statement and satisfaction or waiver of all other conditions to the consummation of the exchange offer.
If the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. ☐
If the securities being registered on this Form
are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company,
and emerging growth company in Rule 12b-2 of the Exchange Act (check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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☐
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
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Title Of Each Class
Of Securities To Be Registered
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Amount To Be
Registered(1)
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Proposed Maximum
Offering Price Per
Share(2)
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Proposed Maximum
Aggregate Offering
Price(2)
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Amount Of
Registration Fee(2)
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Common stock, par value $0.001 per share
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175,995,192
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$15.935
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$2,804,483,384.52
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$364,022
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(1)
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Represents the number of shares of Change Healthcare Inc. (formerly HCIT Holdings, Inc.) common stock, par
value $0.001 per share, estimated to be issuable in connection with the transactions contemplated by the Agreement and Plan of Merger by and between PF2 SpinCo, Inc. (formerly PF2 SpinCo LLC), Change Healthcare Inc. and McKesson Corporation,
dated as of December 20, 2016 (the Merger Agreement), as described in this registration statement. Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate number of
additional shares of Change Healthcare Inc. common stock as may be issuable as a result of stock splits, stock dividends or the like.
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(2)
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Calculated pursuant to Rule 457(c) and Rule 457(f) under the Securities Act of 1933, as amended, based on
the average of the high and low prices of shares of common stock of Change Healthcare Inc. into which shares of common stock of PF2 SpinCo, Inc. will be converted, as reported on The Nasdaq Global Select Market on January 30, 2020. The filing
fee was previously paid in connection with the initial filing of the registration statement on February 4, 2020.
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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.