Change Healthcare Announces Pricing of Add-on to Senior Notes Due 2025
16 April 2020 - 11:00PM
Business Wire
Change Healthcare Inc. (Nasdaq: CHNG), a leading independent
healthcare technology company, today announced that its
wholly-owned subsidiaries, Change Healthcare Holdings, LLC and
Change Healthcare Finance, Inc. (the “Issuers”), priced $325.0
million aggregate principal amount of their 5.75% senior unsecured
notes due 2025 (the “Senior Notes”) at 100.0% of their principal
amount. The notes will be issued as part of the same series as the
$1,000.0 million of 5.75% Senior Notes due 2025 issued in February
2017. The offering is expected to close on April 21, 2020, subject
to certain customary closing conditions.
Change Healthcare intends to use the net proceeds from this
offering for general corporate purposes, which may include, without
limitation, the acquisition of companies or businesses, including
the previously announced potential acquisition of eRx Network,
repayment and refinancing of indebtedness, working capital and
capital expenditures and to pay fees and expenses in connection
with the offering.
The Senior Notes are being offered in a private offering that is
exempt from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act"), only to qualified
institutional buyers in reliance on Rule 144A under the Securities
Act, and outside the United States only to non-U.S. investors
pursuant to Regulation S. The Senior Notes will not be registered
under the Securities Act or any state securities laws and may not
be offered or sold in the United States absent an effective
registration statement or an applicable exemption from registration
requirements or a transaction not subject to the registration
requirements of the Securities Act or any state securities
laws.
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, the Senior Notes or any other
security and shall not constitute an offer, solicitation or sale in
any jurisdiction in which, or to any person to whom, such an offer,
solicitation or sale is unlawful.
About Change Healthcare
Change Healthcare (Nasdaq: CHNG) is a leading independent
healthcare technology company that provides data and
analytics-driven solutions to improve clinical, financial and
patient engagement outcomes in the U.S. healthcare system. We are a
key catalyst of a value-based healthcare system, accelerating the
journey toward improved lives and healthier communities.
CHNG-IR
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of federal securities laws. Any statements made in this
press release that are not statements of historical fact, including
statements about our beliefs and expectations, are forward-looking
statements. Forward-looking statements include information
concerning the expected closing of the notes offering and our
intention to apply the net proceeds of the notes. These statements
often include words such as “anticipate,” “expect,” “suggest,”
“plan,” “believe,” “intend,” “estimate,” “target,” “project,”
“should,” “could,” “would,” “may,” “will,” “forecast,” “outlook,”
“potential,” “continues,” “seeks,” “predicts,” and the negatives of
these words and other similar expressions. Forward-looking
statements involve known and unknown risks, uncertainties,
including factors disclosed in the Registration Statement on Form
S-4 (No. 333-236234) in the section entitled “Risk Factors,” and
other factors that may cause our actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. Given these uncertainties, you should
not place undue reliance on any forward-looking statements in this
release. All forward-looking statements are based on information
currently available to Change Healthcare and are qualified in their
entirety by this cautionary statement. The statements herein speak
only as of the date such statements were first made. Except to the
extent required by law, Change Healthcare assumes no obligation to
update any such forward-looking statements or other statements
included in this release.
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version on businesswire.com: https://www.businesswire.com/news/home/20200416005943/en/
Evan Smith, CFA Investor Relations 404-338-2225
Evan.Smith@changehealthcare.com
Kerry Kelly External Communications 339-236-2756
Kerry.Kelly@changehealthcare.com
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