This Amendment No. 2 (this Amendment No. 2) amends and supplements the Schedule TO
filed by McKesson Corporation (the McKesson or the Company) with the Securities and Exchange Commission (SEC) on February 10, 2020, as amended by Amendment No. 1 to the Schedule TO, filed with the SEC on
February 14, 2020 (as so amended, the Schedule TO). This Schedule TO relates to the offer by the Company to exchange all shares of common stock, par value $0.001 per share (the SpinCo Common Stock), of its wholly owned
subsidiary, PF2 SpinCo, Inc. (SpinCo), a Delaware corporation, for shares of the Companys common stock, par value $0.01 per share (the McKesson Common Stock), that are validly tendered and not properly withdrawn prior
to the expiration of the Exchange Offer (as defined below). As promptly as practicable following completion of the Exchange Offer and, if the Exchange Offer is consummated but is not fully subscribed or if the Exchange Offer is consummated but not
all of the shares of SpinCo Common Stock owned by the Company are exchanged due to the upper limit being reached, a subsequent pro rata dividend of all the remaining shares of SpinCo Common Stock owned by the Company to the holders of shares of
McKesson Common Stock immediately following the consummation of the Exchange Offer, based on the relative number of shares of McKesson Common Stock held by such holders, excluding those shares of McKesson Common Stock that have been validly tendered
and accepted for exchange in the Exchange Offer (the Spin-off), SpinCo will merge with and into Change Healthcare Inc. (Change), a Delaware corporation, with Change surviving the merger
(the Merger). Pursuant to the Merger, each share of SpinCo Common Stock will automatically convert into one share of Changes common stock, par value $0.001 per share (the Change Common Stock), on the terms and subject
to the conditions set forth in the Prospectus-Offer to Exchange, as amended on February 14, 2020 (as amended or supplemented, the Prospectus), the Letter of Transmittal and the instructions to the Letter of Transmittal included
therein, copies of which are attached hereto as Exhibit (a)(1)(i) (which, together with any amendments or supplements thereto, collectively constitute the Exchange Offer).
In connection with the Exchange Offer, SpinCo has filed under the Securities Act of 1933, as amended (the Securities Act), a registration
statement on Form S-4 and Form S-1 (Registration No. 333-236236) (the SpinCo Registration Statement) to register
the shares of SpinCo Common Stock offered in exchange for shares of McKesson Common Stock tendered in the Exchange Offer and to be distributed in any Spin-off. Change has also filed under the Securities Act a
registration statement on Form S-4 (Registration No. 333-236234) (the Change Registration Statement) to register the shares of Change Common Stock into
which shares of SpinCo Common Stock will be converted in the Merger. The SpinCo Registration Statement and the Change Registration Statement both include the Prospectus, which is a joint prospectus of SpinCo and Change relating to the Exchange
Offer, the Spin-off and the Merger. The SpinCo Registration Statement and the Change Registration were each declared effective by the SEC on February 28, 2020.
The information set forth in the Prospectus and the Letter of Transmittal and the instructions to the Letter of Transmittal included therein are incorporated
herein by reference in response to all the items of this Schedule TO, except as otherwise set forth below.
This Amendment No. 2 shall be read
together with the Schedule TO. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule TO.
Item 4.
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Terms of the Transaction.
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Item 4(a) of the Schedule TO, which incorporates by reference the information contained in the Exchange Offer, is hereby amended and supplemented by adding the
following thereto:
(a) Material Terms. McKesson is offering 175,995,192 shares of SpinCo Common Stock for shares of McKesson Common Stock. Based on the
final exchange ratio, McKesson will accept for exchange a maximum of 15,426,537 shares of McKesson Common Stock in the Exchange Offer. Holders of McKesson Common Stock who tender their shares of McKesson Common Stock in the Exchange Offer will
receive approximately 11.4086 shares of Change Common Stock (subject to receipt of cash in lieu of fractional shares) for each share of McKesson Common Stock accepted for exchange.
The final exchange ratio has been set as 11.4086 shares of SpinCo Common Stock for each share of McKesson Common Stock accepted in the Exchange Offer. Based
on the calculated per-share value of McKesson Common Stock and the calculated per-share value of SpinCo Common Stock, in each case determined in the manner described in
the Prospectus, tendering holders of McKesson Common Stock will receive approximately $106.62 of Change Common Stock for each $100 of McKesson Common Stock accepted in the Exchange Offer.
The Exchange Offer and withdrawal rights will expire at 11:59 p.m., New York City time, on March 9, 2020, unless extended or terminated.
The Exchange Offer will be subject to proration if the Exchange Offer is oversubscribed, and the number of shares of McKesson Common Stock accepted in the
Exchange Offer may be fewer than the number of shares tendered. If the Exchange Offer is consummated but is not fully subscribed or if the Exchange Offer is consummated but not all of the shares of SpinCo Common