Item 4. Terms of the Transaction.
(a) Material Terms. Reference is made to the information set forth under the headings Questions and Answers About the Exchange Offer and the
Transactions, Summary, The Exchange Offer, The Transactions, The Merger Agreement, The Separation and Distribution Agreement, Other Agreements and Other Related Party
Transactions, Description of Change Healthcare Inc. Capital Stock and Comparison of the Rights of Holders of McKesson Common Stock and Change Healthcare Inc. Common Stock and the cover page of the Prospectus, which is
incorporated herein by reference.
(b) Purchases. The Exchange Offer is open to all holders of shares of McKesson Common Stock who validly tender and do
not properly withdraw their shares of McKesson Common Stock in a jurisdiction where the Exchange Offer is permitted. Therefore, any officer, director or affiliate of McKesson who is a holder of shares of McKesosn Common Stock may participate in the
Exchange Offer on the same terms and conditions as all other McKesson stockholders.
Item 5. Past Contacts, Transactions, Negotiations and
Agreements.
(e) Agreements Involving the Subject Companys Securities. Reference is made to the information set forth under the headings
Security Ownership of Certain Beneficial Owners, Security Ownership of Directors and Executive Officers, Related Party Transactions Policy and Transactions with Related Persons, Director Compensation
and Executive Compensation in McKessons Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the SEC) on June 21, 2019, which is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) Purposes. Reference is made to the information under the headings SummaryMcKessons Reasons for the Transactions and
SummaryThe Sponsors and Changes Reasons for the Transactions in the Prospectus, which is incorporated herein by reference.
(b) Use of Securities Acquired. The shares of McKesson Common Stock acquired by McKesson in the Exchange Offer will be held as treasury stock.
(c) Plans. Reference is made to the information set forth under the headings Questions and Answers About the Exchange Offer and the Transactions,
Summary, The Exchange Offer, The Transactions, The Merger Agreement, The Separation and Distribution Agreement, Other Agreements and Other Related Party Transactions,
Description of Change Healthcare Inc. Capital Stock and Comparison of the Rights of Holders of McKesson Common Stock and Change Healthcare Inc. Common Stock and the cover page of the Prospectus, which is incorporated herein
by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a) Source of Funds. Reference is made to the information set forth under the headings Summary, The Exchange Offer, The
Transactions, The Merger Agreement, The Separation and Distribution Agreement and Other Agreements and Other Related Party Transactions in the Prospectus, which is incorporated herein by reference.
(b) Conditions. Reference is made to the information set forth under the headings Summary, The Exchange Offer, The
Transactions, The Merger Agreement, The Separation Agreement and Other Agreements and Other Related Party Transactions in the Prospectus, which is incorporated herein by reference.
(c) Borrowed Funds. Not applicable.