Item 8.01 Other Events.
On September 20, 2022, Change Healthcare Inc. (the "Company" or "Change
Healthcare") issued a press release announcing that on September 19, 2022, the
U.S. District Court for the District of Columbia issued an opinion and final
appealable order denying the request made by the U.S. Department of Justice and
the States of New York and Minnesota for the Court to enjoin UnitedHealth Group
Incorporated (NYSE: UNH) ("UnitedHealth Group") from acquiring Change Healthcare
pursuant to the proposed merger (the "Merger") between the Company and a wholly
owned subsidiary of UnitedHealth Group, which will result in the combination of
the Company and Optum Insight, a part of UnitedHealth Group. The opinion and
final appealable order also require UnitedHealth Group and the Company to divest
ClaimsXten to TPG Capital as proposed by UnitedHealth Group and the Company.
Furthermore, the press release announced that on September 20, 2022, the Company
declared a one-time special dividend of $2.00 in cash per each issued and
outstanding share of common stock of the Company. The special dividend will be
paid to stockholders of record of the Company's common stock as of immediately
prior to the effective time of the Merger which pursuant to Nasdaq requirements
will occur no less than ten (10) days from the declaration date, subject to the
satisfaction of closing conditions. The special dividend will be payable on or
about the first business day following the closing of the Merger.
A copy of the press release is attached hereto as Exhibit 99.1.
Forward-Looking Statements
This current report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 with respect to
the financial condition, results of operations and businesses of Change
Healthcare. Some of these statements can be identified by terms and phrases such
as "anticipate," "believe," "intend," "estimate," "expect," "continue," "could,"
"should," "may," "plan," "project," "predict" and similar expressions. Change
Healthcare cautions readers of this report that such "forward looking
statements," including without limitation, those relating to the timing of the
proposed merger, the one-time cash dividend, and Change Healthcare's future
business prospects, revenue, working capital, liquidity, capital needs, interest
costs and income, wherever they occur in this current report on Form 8-K or in
other statements attributable to Change Healthcare, are necessarily estimates
reflecting the judgment of Change Healthcare's senior management and involve a
number of risks and uncertainties that could cause actual results to differ
materially from those suggested by the "forward looking statements." For a
discussion of these risks and uncertainties, see the information under the
captions "Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in Change Healthcare's most recent Annual
Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on
May 26, 2022 as such factors may be updated from time to time in our periodic
filings with the SEC. The Company's forward-looking statements speak only as of
the date of this report or as of the date they are made. The Company disclaims
any intent or obligation to update any "forward looking statement" made in this
report to reflect changed assumptions, the occurrence of unanticipated events or
changes to future operating results over time.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
Exhibit 99.1 Press release of Change Healthcare, dated September 20, 2022,
relating to the opinion and cash dividend.
Exhibit 104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
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