Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on January 5, 2021, Change Healthcare Inc. (the
"Company") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with UnitedHealth Group Incorporated ("Parent") and Cambridge Merger Sub Inc., a
wholly owned subsidiary of Parent ("Merger Sub" and, together with the Company
and Parent, the "Parties"), pursuant to which Parent will acquire the Company
(the "Merger"). Also as previously disclosed, on December 9, 2021, Parent
delivered written notice to the Company that it was exercising its unilateral
right to extend the Outside Date (as defined in the Merger Agreement) to
April 5, 2022.
On April 4, 2022, the Parties entered into a waiver (the "Waiver") pursuant to
which, among other things, the Company and Parent each waived its right to
terminate the Merger Agreement due to a failure of the Merger to have been
consummated by the Outside Date until the earlier of (i) 5:00 p.m. (New York
time) on the tenth business day following a final order (whether or not
appealable) issued by the U.S. District Court for the District of Columbia (the
"Trial Court") with respect to the complaint filed by the U.S. Department of
Justice and certain other parties regarding the Merger and the other
transactions contemplated by the Merger Agreement that permanently prohibits the
consummation of the Merger and (ii) 11:59 p.m. (New York time) on December 31,
2022 (the "Waiver Period"); provided, that if (A) the Trial Court issues a final
order that permits the consummation of the Merger (whether or not subject to
conditions), (B) any plaintiff appeals such order and (C) the Parties' ability
to consummate the Merger is enjoined or otherwise prohibited by a governmental
entity pending such appeal, then the Waiver Period may be extended by either
Parent or the Company (in each case, acting in its sole discretion) to 5:00 p.m.
(New York time) on March 31, 2023, by providing written notice to the other
party prior to 11:59 p.m. (New York time) on December 31, 2022.
The Waiver also contains a waiver by Parent that provides that, if the Company
or Parent terminates the Merger Agreement pursuant to Section 9.2(a) or
Section 9.2(c) of the Merger Agreement at a time when any of the conditions to
the closing set forth in Sections 8.1(b), 8.1(c) (in connection with a legal
restraint of a governmental antitrust entity) or 8.2(c) of the Merger Agreement
has not been satisfied or, to the extent permitted by applicable law, waived,
Parent will pay to the Company an amount equal to $650,000,000.
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The Waiver also contains a waiver by Parent which will allow the Company to
declare and pay a one-time special dividend of up to $2.00 in cash per each
issued and outstanding share of common stock of the Company, with a record date
and payment date to be determined in the sole discretion of the Board of
Directors of the Company (or a committee thereof).
The foregoing description of the Waiver is qualified in its entirety by
reference to the Waiver, a copy of which is filed as Exhibit 10.1 hereto and is
incorporated by reference herein.
Item 8.01 Other Events.
On April 5, 2022, the Company and Parent issued a joint press release announcing
their entry into the Waiver. A copy of the press release is filed as Exhibit
99.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
10.1 Waiver, dated as of April 4, 2022, between UnitedHealth Group
Incorporated, Cambridge Merger Sub Inc. and Change Healthcare Inc.
99.1 Joint Press Release dated April 5, 2022.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
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