Item 1.02 Termination of a Material Definitive Agreement

Senior Credit Facilities

In connection with the consummation of the Merger, on October 3, 2022, the Company terminated the Credit Agreement, dated as of March 1, 2017, among Change Healthcare Intermediate Holdings, LLC, Change Healthcare Holdings, LLC, the other borrowers party thereto, the other guarantors party thereto from time to time, Bank of America, N.A., as administrative agent, collateral agent, swing line lender and L/C issuer, and the other lenders party thereto (as amended, the "Credit Agreement") governing its senior secured term loan facility and its revolving credit facility (such facilities, collectively, the "Senior Credit Facilities"). The Company paid an aggregate amount of approximately $4.1 billion in satisfaction of all of its outstanding obligations under the Senior Credit Facilities in accordance with the terms of the Credit Agreement.

5.75% Senior Notes due March 1, 2025

In connection with the consummation of the Merger, the Company issued a notice of full redemption of the $1.175 billion aggregate principal amount outstanding 5.75% Senior Notes due 2025 (the "Notes"). The Company will redeem the Notes at a price equal to 100.000% of the principal amount thereof, plus accrued and unpaid interest to, but not including, October 13, 2022 (the "Redemption Date"). In connection with the redemption, the Company satisfied and discharged all remaining obligations as of the Redemption Date under the Indenture, dated as of February 15, 2017, among Change Healthcare Holdings, LLC, Change Healthcare Finance, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee, transfer agent, registrar and paying agent, in accordance with its terms, and have placed funds sufficient for the redemption payments into trust for the benefit of the holders of the Notes pending the redemption.

Tax Receivable Agreements

The Company and/or certain of its subsidiaries are obligors under the tax receivable agreements and the tax receivable agreement acknowledgment and termination letter filed as Exhibits 10.2 through 10.7 and 10.57 to the Company's Form 10-K for the fiscal year ended March 31, 2022 (the "Company Form 10-K").

On September 30, 2022, the Company provided notice to the parties to the tax receivable agreements filed as Exhibits 10.3 through 10.5 to the Company Form 10-K of its intention to terminate those agreements on the terms and subject to the conditions set forth therein. The Company terminated, as of the Effective Time, the tax receivable agreement filed as Exhibit 10.3 to the Company Form 10-K on the terms and subject to the conditions set forth therein with respect to certain of the parties thereto by wire transfer of the applicable payments. The Company expects to terminate the tax receivable agreement filed as Exhibit 10.3 to the Company Form 10-K on the terms and subject to the conditions set forth therein with respect to the remaining parties thereto by remittance of the applicable payments promptly following the Effective Time. The Company terminated, as of the Effective Time, the tax receivable agreements filed as Exhibits 10.4 through 10.5 to the Company Form 10-K on the terms and subject to the conditions set forth therein. On October 3, 2022, the Company provided notice to the parties to the tax

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receivable agreements filed as Exhibits 10.2, 10.6 and 10.7 to the Company Form 10-K of its intention to terminate those agreements on the terms and subject to . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each share of the Common Stock issued and outstanding as of immediately prior to the Effective Time (other than any (i) Restricted Shares (as defined below) and (ii) shares owned by (A) Parent, Merger Sub or any other wholly owned subsidiary of Parent, the Company or any wholly owned subsidiary of the Company (and, in each case, not held on behalf of third parties) or (B) stockholders who have properly made and not validly withdrawn or lost a demand for appraisal rights with respect to their shares) was automatically converted into the right to receive an amount in cash, without interest and subject to any applicable withholding taxes, equal to $25.75 (the "Per Share Merger Consideration").

At the Effective Time, the equity-based awards of the Company outstanding as of immediately prior to the Effective Time were generally subject to the following treatment:

• each option to acquire shares of the Common Stock (a "Company Option"),


          whether vested or unvested, was converted into an option to purchase a
          number of shares of Parent common stock ("Parent Shares") based on the
          equity award exchange ratio set forth in the Merger Agreement (the
          "Equity Award Exchange Ratio"), with the exercise price per share of the
          Common Stock applicable to such Company Option adjusted by the Equity
          Award Exchange Ratio;

• each outstanding restricted share of the Common Stock (a "Restricted


          Share") subject to specified return-based vesting conditions (the
          "Exit-Vesting Conditions") fully vested at the Effective Time pursuant to
          its terms and conditions as in effect as of the date of the Merger
          Agreement and was automatically converted into the right to receive the
          Per Share Merger Consideration, less any withholding taxes;

• each outstanding restricted stock unit award of the Company (an "RSU"),


          whether vested or unvested (including any outstanding RSU subject to
          Exit-Vesting conditions that fully vested at the consummation of the
          Merger pursuant to its terms and conditions as in effect as of the date
          of the Merger Agreement), was converted into a restricted stock unit
          denominated in Parent Shares (a "Parent RSU") based on the Equity Award
          Exchange Ratio, with the number of Parent Shares subject to such Parent
          RSU equal to the product of (i) (A) in the case of a service-based RSU,
          the total number of shares of the Common Stock subject to such RSU
          immediately prior to the Effective Time or (B) in the case of a
          performance-based RSU, the number of shares of the Common Stock subject
          to such RSU award based on target performance multiplied by (ii) the
          Equity Award Exchange Ratio;

• each outstanding stock appreciation right award of the Company (a "SAR"),


          whether vested or unvested, was converted into a stock appreciation right
          denominated in a number of Parent Shares based on the Equity Award
          Exchange Ratio, with the strike price per share of the Common Stock
          applicable to such SAR adjusted by the Equity Award Exchange Ratio; and



     •    each deferred stock unit award of the Company, whether vested or
. . .

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

In connection with the consummation of the Merger, on October 3, 2022, the Company notified The Nasdaq Stock Market LLC ("Nasdaq") that the Merger had closed and requested that Nasdaq (i) suspend trading of the Common Stock on Nasdaq, (ii) withdraw the Common Stock from listing on Nasdaq and (iii) file with the SEC a notification on Form 25 to delist the Common Stock from Nasdaq and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, the Common Stock will no longer be listed on Nasdaq.

Additionally, the Company intends to file with the SEC a certification and notice on Form 15 under the Exchange Act requesting the deregistration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Section 15(d) of the Exchange Act as promptly as practicable. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03 Material Modification to Rights of Security Holders.

As of the Effective Time, the stockholders of the Company as of immediately prior to the Effective Time ceased to have any rights as stockholders of the Company other than the right to receive the Per Share Merger Consideration (in accordance with the terms of the Merger Agreement) and the Dividend. The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note, Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

As of the Effective Time, all of the Company's existing directors and officers, except Neil E. de Crescenzo, ceased serving as directors and officers of the Company in accordance with the terms of the Merger Agreement.

Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal

Year.

In connection with the consummation of the Merger, the Company's certificate of incorporation and its bylaws, as in effect immediately prior to the consummation of the Merger, were each amended and restated in their entirety, effective as of the Effective Time. Copies of the certificate of incorporation and bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference into this Item 5.03.

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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

  Exhibit
    No.                                     Description

Exhibit 2.1       Agreement and Plan of Merger, dated as of January 5, 2021, by and
                among Change Healthcare Inc., UnitedHealth Group Incorporated and
                Cambridge Merger Sub Inc. (incorporated by reference to Exhibit 2.1
                to the Company's Current Report on Form 8-K filed on January 6,
                2021).

Exhibit 2.2       Waiver, dated as of April 4, 2022, between UnitedHealth Group
                Incorporated, Cambridge Merger Sub Inc. and Change Healthcare Inc.
                (incorporated by reference to Exhibit 10.1 to the Company's Current
                Report on Form 8-K filed on April 5, 2022).

Exhibit 3.1       Amended and Restated Certificate of Incorporation of Change
                Healthcare Inc.

Exhibit 3.2       Amended and Restated Bylaws of Change Healthcare Inc.

Exhibit 104     The cover page from this Current Report on Form 8-K, formatted in
                Inline XBRL.

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