Change Healthcare Inc. Closes Initial Public Offering and Concurrent Offering of Tangible Equity Units and Full Exercise of Underwriters’ Option to Purchase Additional Shares

NASHVILLE, Tenn.--(BUSINESS WIRE)--Jul. 1, 2019-- Change Healthcare Inc. (“Change” or “the Company”), a leading independent healthcare technology platform, announced today the closing of its initial public offering of 49,285,713 shares of its common stock at a price to the public of $13.00 per share, including the full exercise by the underwriters of their option to purchase up to an additional 6,428,571 shares of common stock. The Company also announced the closing of its concurrent offering of 5,750,000 of its 6.00% tangible equity units (“Units”), with a stated amount of $50, including the full exercise by the underwriters of their option to purchase up to an additional 750,000 Units. Change received net proceeds of $609 million from the common stock offering and $279 million from the Units offering, in each case after deducting underwriting discounts and commissions.

Change intends to use the net proceeds from both the common stock offering and the Units offering to repay a portion of the outstanding indebtedness under its senior secured term loan facility. Change’s common stock and Units are each listed on the Nasdaq Global Select Market under the symbols “CHNG” and “CHNGU," respectively.

Barclays, Goldman Sachs & Co. LLC and J.P. Morgan served as active book-running managers for the offerings. BofA Merrill Lynch, Citigroup, Credit Suisse, Deutsche Bank Securities, Morgan Stanley and RBC Capital Markets also acted as joint bookrunners for the offerings. Blackstone Capital Markets, Baird, Cantor, Cowen, First Liberties Financial, Guggenheim Securities, Piper Jaffray, SunTrust Robinson Humphrey, SVB Leerink, Wells Fargo Securities, William Blair, Drexel Hamilton and Siebert Cisneros Shank & Co., LLC acted as co-managers for the offerings.

A registration statement, including separate prospectuses, relating to these securities, was declared effective by the Securities and Exchange Commission on June 27, 2019. Each offering was made only by means of a prospectus relating to such offering, copies of which may be obtained from: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 888-603-5847, email: Barclaysprospectus@broadridge.com; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, email: prospectus-ny@ny-email.gs.com; or J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-866-803-9204, email: prospectus-eq_fi@jpmchase.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Change Healthcare Inc.

Change Healthcare 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.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “predicts,” “intends,” “trends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. These forward-looking statements include any statements regarding the use of proceeds from the offerings. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include but are not limited to those described under “Risk Factors” in Change’s registration statement relating to the offerings. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the registration statement. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

Source: Change Healthcare Inc.

CHNG-IR

Source: Change Healthcare Inc.

Evan Smith
Investor Relations
404-338-2225
Evan.Smith@changehealthcare.com